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
Exhibit 17.1
T Stamp Inc.
3017 Bolling Way NE, Floors 1 and 2,
Atlanta, Georgia 30305
Subject: Resignation from Board of Directors of T Stamp, Inc.
Dear Board of Directors,
Effective as of January 20, 2022, I hereby resign from my positions as a member of the Board of Directors of T Stamp Inc. (the “Company”) and as Chairman of the Board of Directors of the Company.
My resignation is not a result of any disagreement with the Company or any of its subsidiaries. The purpose of my resignation is so that, upon my resignation, the majority of the Company’s Board of Directors will be comprised of “independent directors” as required under Nasdaq Listing Rules applicable to the Company.
I wish the Company the best in the future as it works to achieve its goals.
Sincerely,
/s/ David Story | |
David Story |