0001718939 false 0001718939 2023-04-06 2023-04-06 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

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):  April 6, 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 8.01 Other Events.  

 

Regain of Compliance with Nasdaq Listing Rule 5550(a)(2) 

 

As previously disclosed, on November 15, 2022, T Stamp Inc. (the “Company”) received received a notification letter from the Nasdaq Listing Qualifications Staff of The Nasdaq Stock Market LLC (the “Nasdaq”) indicating that the Company was not in compliance with Nasdaq’s Listing Rule 5550(a)(2) because the Company’s closing bid price for its Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), had been below $1.00 for a period of 30 consecutive business days. The notice had no immediate effect on the listing or trading of the Company’s Class A Common Stock and the Class A Common Stock continued to trade on The Nasdaq Capital Market under the symbol “IDAI.”

 

On April 6, 2023, the Company received a letter from Nasdaq’s Listing Qualifications department indicating that, for the last ten consecutive business days, the closing bid price of the Company’s Class A Common Stock had been at $1.00 per share or greater. Accordingly, the Company regained compliance with Nasdaq’s Listing Rule 5550(a)(2) and the matter is now closed.

 

Press Release

 

On April 11, 2023, the Company issued a press release disclosing that it was ranked #179 in the United States by the Financial Times in its “The Americas Fastest Growing Companies” Report for 2023. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The forgoing description of the press release does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the press release, which is furnished as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated herein by reference. Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section, and is not deemed incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.    
     
Exhibit No.   Description
99.1   Press Release of T Stamp Inc. dated April 11, 2023
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: April 11, 2023

 

 

 

Exhibit 99.1 

 

 

 

TRUST STAMP INC

(‘T-Stamp’ or ‘The Company’)

 

Trust Stamp ranked #179 in the United States by the Financial Times

“The Americas Fastest Growing Companies” 2023 Report

 

April 11, 2023: Trust Stamp (Nasdaq: IDAI), the Privacy-First Identity Company TM providing artificial intelligence (AI)-powered trust and identity services used globally across multiple sectors, announces that it has been ranked #179 in the United States by the Financial Times in its “The Americas Fastest Growing Companies” Report for 2023. The ranking is based on disclosed revenue growth between 2018 and 2021 and the Financial Times listed Trust Stamp’s Revenue as achieving an Absolute Growth Rate of 341% and a Compound Annual Growth rate at 64%.

 

Gareth N. Genner, Chief Executive Officer of Trust Stamp, commented, “Our team has worked hard to grow revenue in parallel to our substantial investments of time and resources into building our proprietary technology. 2022, which was not factored into the ranking, showed our highest ever revenue growth and our focus in 2023 is on growing our Software-as-a-Service (SaaS) revenue therefore I am hopeful that we will be recognized again in 2024.”

 

About Trust Stamp

 

Trust Stamp the Privacy-First Identity CompanyTM, is a global provider of AI-powered identity services for use in multiple sectors including banking and finance, regulatory compliance, government, real estate, communications, and humanitarian services. Its technology empowers organizations with advanced biometric identity solutions that reduce fraud, protect personal data privacy, increase operational efficiency, and reach a broader base of users worldwide through its unique data transformation and comparison capabilities.

 

Located in nine countries across North America, Europe, Asia, and Africa, Trust Stamp trades on the Nasdaq Capital Market (Nasdaq: IDAI). The company was founded in 2016 by Gareth Genner and Andrew Gowasack.

 

Safe Harbor Statement: Caution Concerning Forward-Looking Remarks 

 

All statements in this release that are not based on historical fact are “forward-looking statements” including within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The information in this announcement may contain forward-looking statements and information related to, among other things, the company, its business plan and strategy, and its industry. These statements reflect management’s current views with respect to future events-based information currently available and are subject to risks and uncertainties that could cause the company’s actual results to differ materially from those contained in the forward-looking statements. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The company does not undertake any obligation to revise or update these forward-looking statements to reflect events or circumstances after such date or to reflect the occurrence of unanticipated events. 

 

Inquiries  
   
Trust Stamp Email: Shareholders@truststamp.ai
   
Gareth Genner, CEO  
   
Investor Relations Tel: +1 212-671-1020
   
Crescendo Communications, LLC Email: idai@crescendo-ir.com