T Stamp Inc NT 10-Q, filed Aug 16, 2022
T Stamp Inc (IDAI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form N-SAR
For Period Ended: June 30, 2022
| ¨ | Transition Report on Form 10-K |
| ¨ | Transition Report on Form 20-F |
| ¨ | Transition Report on Form 11-K |
| ¨ | Transition Report on Form 10-Q |
| ¨ | Transition Report on Form N-SAR |
For the Transition Period Ended: _______________
|
Read Instruction (on back page) Before Preparing Form. Please Print or Type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
| T Stamp Inc. |
| Full Name of Registrant |
| Former Name if Applicable |
| 3017 Bolling Way NE, Floors 1 and 2 |
| Address of Principal Executive Office (Street and Number) |
| Atlanta, GA 30305 |
|
City, State and Zip Code |
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
| x | (a) | The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
| x | (b) | The subject annual report, semi-annual report, transition report on Forms 10-K, 20-F, 11-K, Form N-SAR, or portion thereof, will be filed on or before the 15th calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
| ¨ | (c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 11-K, 20-F, 10-Q, N-SAR, or the transition report portion thereof, could not be filed within the prescribed time period.
T Stamp Inc. (the “Registrant”) was unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the period ended June 30, 2022 (the “Quarterly Report”) by the August 15, 2022 filing date applicable to smaller reporting companies. The delay in filing was due to the ongoing negotiations with respect to two significant transactions that, if executed or not executed, would have a material effect on the presentation of the financial statements and subsequent events in the Quarterly Report. As a result, as of August 15, 2022, the Registrant did not have all required information to complete the Quarterly Report and its independent registered public accounting firm required additional information related to liquidity and going concern considerations to complete its review of the financial statements for the period ended June 30, 2022 to be incorporated in the Quarterly Report. The Registrant anticipates that it will file the Quarterly Report no later than the fifth calendar day following the prescribed filing date not falling on a holiday or weekend, which would be August 22, 2022.
PART IV - OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification: |
| Gareth Genner | 404 | 806-9906 | |||
| (Name) | (Area Code) | (Telephone Number) |
| (2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months (or for such shorter) period that the registrant was required to file such reports) been filed? If answer is no, identify report(s): |
| Yes x No ¨ | |
| (3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof: |
| Yes ¨ No x |
T Stamp Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: August 16, 2022 | By: | /s/ Gareth Genner |
| Gareth Genner | ||
| Chief Executive Officer |