UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 4.01 Changes in Registrant’s Certifying Accountant.
Resignation of Independent Registered Public Accounting Firm.
On December 5, 2022, T Stamp Inc. (the “Company”) received its final notification from Cherry Bekaert LLP (“Cherry Bekaert”) informing the Company of its resignation, effective that day, as the independent registered public accounting firm of the Company.
Cherry Bekaert’s audit report on the Company’s consolidated financial statements as of and for the year ended December 31, 2021 contained an “Emphasis of Matter Regarding Liquidity” note in its report. In addition, Cherry Bekaert’s audit report on the Company’s consolidated financial statements as of and for the year ended December 31, 2020 contained a “Going Concern” note indicating substantial doubt about the Company’s ability to continue as a going concern. In each case, the consolidated financial statements did not include any adjustments or modifications with respect to this matter.
During the years ended December 31, 2021, and 2020, and the subsequent interim periods through December 5, 2022, there were (i) no disagreements (as described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and Cherry Bekaert on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Cherry Bekaert’s satisfaction, would have caused Cherry Bekaert to make reference thereto in their reports on the financial statements for such years, and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K except that, in connection with the audit of our financial statements for the year ended December 31, 2021, Cherry Bekaert identified material weaknesses in our internal control over financial reporting, which was identified and disclosed in Item 9A. of the Company's Annual Report on Form 10-K for the year ended December 31, 2021. The material weaknesses was related to certain corporate finance and accounting oversight functions residing over the detection of errors that were present within the Company’s calculation of stock-based awards as well as the financial reporting close process.
The Company provided Cherry Bekaert with a copy of the disclosures it is making in this Current Report on Form 8-K. Cherry Bekaert has furnished a letter addressed to the Securities and Exchange Commission stating that they agree with the statements made in response to the disclosures made in this Current Report insofar as they relate to Cherry Bekaert. A copy of Cherry Bekaert’s letter dated December 8, 2022, is filed as Exhibit 16.1 hereto.
Item 9.01 Financial Statements and Exhibits.
| (d) Exhibits. | ||
| Exhibit No. | Description | |
| 16.1 | Letter, dated December 8, 2022 from Cherry Bekaert LLP to the Securities and Exchange Commission | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| T STAMP INC. | ||
| By: | /s/Gareth Genner | |
| Name: | Gareth Genner | |
| Title: | Chief Executive Officer | |
Dated: December 8, 2022