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): February 6, 2023

T STAMP INC.

(Exact name of registrant as specified in its charter)

3017Bolling 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:

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 5.03. Amendmentsto Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 6, 2023, T Stamp, Inc., a Delaware corporation (the "Company"), received confirmation of the acceptance of its Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the "Certificate of Amendment"). The Certificate of Amendment was approved by the Company’s Board of Directors and stockholders at its most recent annual meeting. The Certificate of Amendment makes the following changes:

Item9.01. Financial Statements and Exhibits

(d) 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: February 8, 2023

Exhibit 3.5

CERTIFICATE OF AMENDMENT

TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATIONOF

T StampInc.

T Stamp Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “General Corporation Law”), hereby certifies as follows:

1.            The name of the Corporation is T Stamp Inc.

2.            This Certificate of Amendment amends the provisions of the Corporation’s Amended and Restated Certificate of Incorporation filed with the Secretary of State of Delaware on November 22, 2019, as subsequently amended pursuant to those Certificate of Amendments dated March 24, 2020 and July 15, 2021 (collectively, the “Restated Certificate”).

3.            The initial paragraph of Article V of the Restated Certificate is amended and restated as follows:

“The total number of shares of all classes of stock that the Corporation has authority to issue is 52,000,000, consisting of (a) 50,000,000 shares of Common Stock, $0.01 par value per share (“Common Stock”), and (b) 2,000,000 shares of Preferred Stock, $0.01 par value per share (“Preferred Stock”).”

The remainder of Article V remains as it exists in the Restated Certificate.

4.            That the foregoing Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Corporation has been duly adopted and approved by the Board of Directors and stockholders of the Corporation in accordance with the applicable provisions of Section 242 of the General Corporation Law.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by Andrew Gowasack, its President, on January 31, 2023.