8-K

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): December 13, 2022

T STAMP INC.

(Exact name of registrant as specified in itscharter)

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

(Address of principal executive offices, includingzip code)

Registrant’s telephone number, includingarea code:

(404

) 806-9906

Not Applicable

(Former name or former address, if changedsince 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:

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

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 4.01 Changes in Registrant’s CertifyingAccountant.

Engagement of New Independent Registered Public Accounting Firm.

On December 13, 2022, T Stamp Inc. (the “Company”) engaged Marcum LLP (“Marcum”) as the new independent registered public accounting firm of the Company for the fiscal year ending December 31, 2022.

During the fiscal years ended December 31, 2021 and 2020, and subsequent interim periods through December 13, 2022, neither the Company nor anyone acting on the Company’s behalf consulted with Marcum regarding (i) the application of accounting principles to a specified transaction, either completed or proposed; (ii) the type of audit opinion that might be rendered on the Company’s financial statements; (iii) written or oral advice provided that would be an important factor considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issue; or (iv) any matter that was either the subject of a disagreement, as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions, or a reportable event, as described in Item 304(a)(1)(v) of Regulation S-K. ****

Item 8.01 Other Information.

On December 15, 2022, the Company issued a press release announcing its engagement of Marcum described above. A copy of the press release is attached to this Current Report on Form 8-K on Form 8-K as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

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.

Dated: December 15, 2022

Exhibit 99.1

T STAMP INC

(‘Trust Stamp’ or ‘The Company’)

Trust Stamp Engages Marcum, LLP as its IndependentAuditor

Atlanta, GA, December 15, 2022 – T Stamp Inc. (“Trust Stamp” or the “Company”) (Nasdaq: IDAI), a global provider of AI-powered identity services for use across multiple sectors, today announced the engagement of Marcum, LLP, as the Company's new independent registered public accounting firm.

Alex Valdes, Chief Financial Officer, commented, “Marcum is one of the top-ranked accounting firms for rapidly growing small-cap companies, and runs the fifth largest SEC auditingpractice in the U.S. They have a proven track record with more than 70 years of experience serving middle-market companies in the servicesand technology industries. With Trust Stamp’s offices located in seven countries across North America, Europe, Asia, and Africa,Marcum’s international capabilities will be invaluable as we continue to grow our global footprint. Moreover, we believe our selectionof Marcum illustrates our commitment to maintaining the highest standards for our financial controls and procedures.”

About Trust Stamp

Trust Stamp, the Privacy-First Identity Company^TM^, 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 seven countries across North America, Europe, Asia, and Africa, Trust Stamp trades on the Nasdaq Capital Market (Nasdaq: IDAI). Founded in 2016 by Gareth Genner and Andrew Gowasack, the company now employs over 80 people.

Safe Harbor Statement: Caution Concerning Forward-Looking Remarks

All statements in this release that are notbased on historical fact are “forward-looking statements” including within the meaning of the Private Securities LitigationReform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities ExchangeAct 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 currentviews with respect to future events-based information currently available and are subject to risks and uncertainties that could causethe company’s actual results to differ materially from those contained in the forward-looking statements. Investors are cautionednot to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The companydoes not undertake any obligation to revise or update these forward-looking statements to reflect events or circumstances after suchdate or to reflect the occurrence of unanticipated events.