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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported):  January 20, 2023

 

T STAMP INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-41252   81-3777260

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

 

3017 Bolling Way NE, Floors 1 and 2, Atlanta, Georgia 30305

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (404) 806-9906

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class  

Trading

Symbol(s)

 

Name of each exchange

on which registered

Class A Common Stock, par value $0.01 per share   IDAI   The Nasdaq Stock Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

 

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Resignation of David Story 

 

On January 20, 2023, David Story resigned from his positions as a Director and Chairman of the Board of Directors of T Stamp Inc. (the “Company”), with such resignation being effective on the same date. Mr. Story’s resignation was not the result of any disagreement with the Company. Rather, Mr. Story resigned so that, upon his resignation, the majority of the Company’s Board of Directors would be comprised “independent directors” as required under Nasdaq Listing Rules applicable to the Company. A copy of a letter submitted to the Company by Mr. Story in connection with his resignation is included as an exhibit to this Current Report on Form-8-K.

 

The Company does not intend to appoint a new Director to fill the vacancy resulting from Mr. Story’s resignation. The Company’s Board of Directors appointed Bill McClintock, a current Director of the Company, as the new Chairman of the Board of the Company, also effective January 20, 2023.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.    
     
Exhibit No.   Description
17.1   Resignation Letter of David Story.
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: January 25, 2023