T Stamp shareholders approve directors and warrant issuance

T Stamp Inc. held its deferred 2025 Annual Meeting of Stockholders on July 7, 2026, with 51.69% of common stock represented.

Accepted by SEC EDGAR 07/10/2026 - 04:25 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

T Stamp Inc. held its deferred 2025 Annual Meeting of Stockholders on July 7, 2026, with 51.69% of common stock represented. Stockholders elected Class III directors David Curmi and Berta Pappenheim to serve until the 2028 annual meeting, ratified CBIZ CPAs P.C. as independent registered public accounting firm for the fiscal year ending December 31, 2025, and approved the issuance of Private Placement Warrants issued under the Armistice Securities Purchase Agreement. The warrants consist of Series A common warrants exercisable for up to 370,370 shares of Class A Common Stock and Series B common warrants exercisable for up to 277,778 shares, each at an exercise price of $8.10 per share, for a total of up to 648,148 shares issuable under Nasdaq Listing Rule 5635(d).

Insights

Equity Capital Markets Analyst

Shareholders backed all proposals, including warrant issuance that could add up to 648,148 shares at $8.10.

Stockholders of T Stamp Inc. approved routine governance items and a key financing-related proposal at the deferred 2025 annual meeting. Two Class III directors were elected with about 98% of votes cast in favor, and CBIZ CPAs P.C. was ratified as auditor for the fiscal year ending December 31, 2025, with near-unanimous support.

The meeting also ratified the prior issuance of Private Placement Warrants under the Armistice Securities Purchase Agreement, permitting issuance of up to 648,148 Class A shares at an exercise price of $8.10 per share, consistent with Nasdaq Listing Rule 5635(d). Proposal 3 received about 80% support of votes cast, lower than the director and auditor items but still clearly approved.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Meeting quorum: 51.69% Series A Warrants shares: 370,370 shares Series B Warrants shares: 277,778 shares +4 more

7 metrics

Meeting quorum 51.69% Percentage of common stock entitled to vote represented at the deferred 2025 annual meeting

Series A Warrants shares 370,370 shares Maximum Class A Common Stock issuable upon exercise of Series A common warrants

Series B Warrants shares 277,778 shares Maximum Class A Common Stock issuable upon exercise of Series B common warrants

Total warrant shares 648,148 shares Total Class A Common Stock issuable upon exercise of the Private Placement Warrants

Warrant exercise price $8.10 per share Exercise price for both Series A and Series B Private Placement Warrants

Votes for Proposal 3 1,200,823 Shares voted in favor of ratifying the Private Placement Warrants issuance

Votes against Proposal 3 302,210 Shares voted against ratifying the Private Placement Warrants issuance

Key Terms

Private Placement Warrants, Securities Purchase Agreement, Nasdaq Listing Rule 5635(d), broker non-votes

4 terms

Private Placement Warrants financial

"the issuance of, and the issuance of shares upon the exercise of, certain common stock purchase warrants consisting of Series A"

Private placement warrants are tradable coupons given directly to a limited group of investors that let the holder buy a company's shares at a fixed price before a set expiration date. They matter to investors because they can provide extra upside if the stock rises and give companies a way to raise money outside a public offering, but they also can increase the number of shares outstanding (dilution) and therefore affect share value and investor returns.

Securities Purchase Agreement financial

"issued pursuant to that certain Securities Purchase Agreement dated December 5, 2024 between our Company and Armistice"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

Nasdaq Listing Rule 5635(d) regulatory

"as required by and in accordance with Nasdaq Listing Rule 5635(d) ("Proposal 3")"

Nasdaq Listing Rule 5635(d) is a stock-exchange rule that determines when a company must get shareholder approval before issuing new shares tied to conversions or exercises of existing convertible securities, options or warrants. It matters to investors because it controls potential dilution of their holdings and changes in voting power—think of it like a rule that decides whether a previously agreed‑upon coupon can be redeemed without asking the group again.

broker non-votes financial

"Percentage of Shares Voted “For” of Shares Voted | Broker Non-Votes | Vote Result"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did T Stamp Inc. (IDAI) stockholders vote on at the deferred 2025 annual meeting?

Stockholders voted on electing two Class III directors, ratifying CBIZ CPAs P.C. as auditor for 2025, and ratifying the issuance of Private Placement Warrants, including shares issuable under the Armistice Securities Purchase Agreement.

Were all proposals at T Stamp Inc. (IDAI)’s deferred 2025 annual meeting approved?

Yes, stockholders approved all proposals. Both Class III director nominees and the ratification of CBIZ CPAs P.C. passed, and the issuance of the Private Placement Warrants, including related shares under Nasdaq Listing Rule 5635(d), was also approved.

What was the quorum for T Stamp Inc. (IDAI)’s deferred 2025 annual meeting?

A quorum of 51.69% of T Stamp Inc.’s common stock entitled to vote was represented in person or by proxy, allowing stockholders to validly act on the election of directors, auditor ratification, and the Private Placement Warrants proposal.

How many shares can be issued under T Stamp Inc. (IDAI)’s Private Placement Warrants?

The Private Placement Warrants allow issuance of up to 648,148 Class A Common Stock shares, comprising Series A warrants for up to 370,370 shares and Series B warrants for up to 277,778 shares, each exercisable at an $8.10 per share exercise price.

What was the shareholder support for T Stamp Inc. (IDAI)’s Proposal 3 on warrant issuance?

Proposal 3 received 1,200,823 votes for, 302,210 votes against, and 1,367 abstentions, with broker non-votes of 1,390,288. This represented approximately 80% of votes cast in favor of ratifying the Private Placement Warrants issuance.

Who was ratified as T Stamp Inc. (IDAI)’s independent auditor for fiscal 2025?

Stockholders ratified CBIZ CPAs P.C. as T Stamp Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2025, with 2,888,358 votes for, 3,109 against, and 3,220 abstentions, and no broker non-votes recorded.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FALSE000171893900017189392026-07-072026-07-07

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): July 7, 2026

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, Floor 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:

o						Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o						Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o						Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o						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, $0.01 par value per share

IDAI

The NASDAQ Stock Market LLC

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. o

Item 8.01. Other Events

On July 7, 2026, at 9:00 a.m. Eastern Standard Time, T Stamp Inc. (the “Company”) convened its deferred 2025 Annual Meeting of Stockholders (the “Deferred Annual Meeting”) to consider and vote upon:

(1)To elect the two Class III directors to the Board of Directors (the “Board”) to serve until the 2028 Annual Meeting of Stockholders and until their respective successors are elected and qualified, or until their earlier death, resignation, or removal ("Proposal 1");

(2)To ratify the selection of CBIZ CPAs P.C. (“CBIZ CPAs”) as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025 ("Proposal 2");

(3)To ratify and approve, by a vote of all the stockholders, the issuance of, and the issuance of shares upon the exercise of, certain common stock purchase warrants consisting of Series A common warrants exercisable for up to 370,370 shares of Class A Common Stock at an exercise price of $8.10 per share of Class A Common Stock (the “Series A Warrants”), and Series B common warrants exercisable for up to 277,778 shares of Class A Common Stock at an exercise price of $8.10 per share (the “Series B Warrants”, and collectively with the Series A Warrants, the “Private Placement Warrants”) issued pursuant to that certain Securities Purchase Agreement dated December 5, 2024 between our Company and Armistice Capital Master Fund Ltd. (the “Armistice SPA”), as required by and in accordance with Nasdaq Listing Rule 5635(d) (“Proposal 3”);

(4)To transact any other business that properly comes before the Deferred Annual Meeting and any adjournment or postponement of the Deferred Annual Meeting.

For more information about the proposal considered and voted upon at the Deferred Annual Meeting, please see the Company's Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on May 20, 2026.

At the Deferred Annual Meeting, 51.69% of our Common Stock entitled to vote at the Deferred Annual Meeting were represented in person or by proxy at the Deferred Annual Meeting. Based on the results of the vote, the stockholders voted to approve Proposals 1, 2, and 3.

The number of votes cast for, against, or that were abstained is also set forth in the table below. The voting results disclosed below are final.

Proposal			Number of Shares Voted For			Number of Shares Voted Against			Number of Shares Abstained			Percentage of Shares Voted “For” of Shares Voted			Broker Non-Votes			Vote Result
To elect the Class III director David Curmi to the Board of Directors to serve until the 2028 Annual Meeting of Stockholders and until his respective successor is elected and qualified, or until his earlier death, resignation, or removal ("Proposal 1a");			1,479,849			16,688			7,862			98		%	1,390,288			Approved
To elect the Class III director Berta Pappenheim to the Board of Directors to serve until the 2028 Annual Meeting of Stockholders and until her respective successor is elected and qualified, or until her earlier death, resignation, or removal ("Proposal 1b");			1,478,194			19,395			6,810			98		%	1,390,288			Approved
To ratify the selection of CBIZ CPAs P.C. as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025 ("Proposal 2");			2,888,358			3,109			3,220			100		%	0			Approved
To ratify and approve, by a vote of all the stockholders, the issuance of the Private Placement Warrants issued pursuant to the Armistice SPA, including the issuance of up to 648,148 shares of Class A Common Stock issuable upon the exercise of the Private Placement Warrants, as required by and in accordance with Nasdaq Listing Rule 5635(d) ("Proposal 3").			1,200,823			302,210			1,367			80		%	1,390,288			Approved

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: July 10, 2026

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