8-K
T Stamp Inc (IDAI)
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): September 7, 2024
T STAMP INC.
(Exact name of registrant as specified in itscharter)
| Delaware | 001-41252 | 81-3777260 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission<br><br> <br>File Number) | (I.R.S. Employer<br><br> <br>Identification Number) |
3017 Bolling Way NE, Floor 2, Atlanta,Georgia 30305
(Address of principal executive offices, includingzip code)
Registrant’s telephone number, including
area code: (404) 806-9906
Not Applicable
(Former name or former address, if changed sincelast 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<br><br> <br>Symbol(s) | Name of each exchange<br><br> <br>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 7.01. RegulationFD Disclosure.
The Board of Directors (the “Board”) of T Stamp Inc. (the “Company”) has authorized the Company’s management to undertake discussions with third-parties for potential sale or merger transactions with respect to the Company or its individual business lines and/or subsidiaries, and has further authorized the Company’s management to explore significant expense reduction measures for the Company, including layoffs of personnel. As of the date of this report, such discussions have taken place, but no definitive agreements have been reached, and no specific expense reduction measures have been implemented. There is no assurance a transaction will result from this process, and the Company does not expect to disclose additional details concerning the process unless and until its Board has approved a specific transaction.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 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: September 9, 2024