T Stamp Inc. Faces Delisting Concerns, Reports Director Changes

TL;DR

T Stamp Inc. might get delisted, and there are board/officer changes. Big news for shareholders.

AI Summary

T Stamp Inc. filed an 8-K on January 21, 2025, reporting a notice of delisting or failure to meet continued listing standards. The filing also covers the departure of directors, election of directors, appointment of officers, and compensatory arrangements. Additionally, it includes financial statements and exhibits related to events up to January 14, 2025.

Why It Matters

This filing indicates potential issues with T Stamp Inc.'s continued listing on an exchange, which could significantly impact its stock trading and investor confidence.

Risk Assessment

Risk Level: high — The notice of delisting or failure to meet continued listing standards is a significant risk factor for the company and its investors.

Key Numbers

• 001-41252 — SEC File Number (Identifies the company's filing history with the SEC.)
• 81-3777260 — IRS Employer Identification Number (Company's tax identification number.)

Key Players & Entities

• T Stamp Inc. (company) — Registrant
• January 14, 2025 (date) — Earliest event reported
• January 21, 2025 (date) — Date of report
• Delaware (jurisdiction) — State of incorporation
• Atlanta, Georgia (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.01 — which registered Class A Common Stock, $0.01 par value per share IDAI The NASDAQ Sto
• $182,250 — n will receive an annual base salary of $182,250, subject to periodic review, and will b

Filing Documents

• idai-20250114.htm (8-K) — 33KB
• ex101executiveemploymentag.htm (EX-10.1) — 116KB
• 0001718939-25-000016.txt ( ) — 306KB
• idai-20250114.xsd (EX-101.SCH) — 2KB
• idai-20250114_lab.xml (EX-101.LAB) — 23KB
• idai-20250114_pre.xml (EX-101.PRE) — 13KB
• idai-20250114_htm.xml (XML) — 3KB

01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On January 14, 2025, T Stamp Inc. (the " Company ") received a letter from The Nasdaq Stock Market LLC (" Nasdaq "), which stated that the Company no longer complies with Nasdaq's continued listing rules due to the Company not having held an annual meeting of its stockholders within twelve months of the end of the Company's fiscal year end, as required pursuant to Nasdaq Listing Rule 5620(a). In accordance with Nasdaq Listing Rule 5810(c)(2)(G), the Company has 45 calendar days to submit a plan to regain compliance and, if Nasdaq accepts the plan, Nasdaq can grant the Company an exception of up to 180 calendar days from the fiscal year end, or until June 30, 2025, to regain compliance. The Company plans to submit a compliance plan within the specified period. The Company notes that it has filed a definitive proxy statement indicating that it will hold its 2024 Annual Stockholder Meeting on Wednesday, January 29, 2025. While the compliance plan is pending, the Company's securities will continue to trade on Nasdaq. If the Nasdaq does not accept the Company's compliance plan, the Company will have the opportunity to appeal that decision to a Nasdaq Hearings Panel. There can be no assurance the Company will maintain compliance with the above or any other Nasdaq listing rule.

02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. On January 17, 2025, the Board of Directors of the Company appointed Lance Wilson as the Company's new Chief Financial Officer, to fill the vacancy in the position left after Alex Valdes's resignation as Chief Financial Officer effective January 2, 2025. Lance Wilson, a licensed Certified Public Accountant in Georgia, first joined the Company in 2021, serving in various financial capacities, most recently as the Senior Vice President of Accounting & Finance at T Stamp from July 2024 until being appointed to his role as CFO. Lance leads all external financial reporting, including SEC filings and technical accounting research and implementation. Lance has played a key role in multiple initiatives, including a successful public fundraising campaign that resulted in Trust Stamp's NASDAQ listing in January 2022. Prior to joining T Stamp, Lance served as the Financial Reporting Manager at Cousins Properties (NYSE: CUZ) from July 2020 to July 2021, where he managed all SEC filings, technical accounting projects, and audit engagements. Prior to that, he severed in various accounting roles at The North Highland Company, Change Healthcare (formerly McKesson Technology Solutions), and BDO-USA, LLC. Lance holds a Master of Accountancy degree and a Bachelor of Science in Commerce and Business Administration from The University of Alabama. Lance Wilson has no family relationships with any other director, executive officer, or person nominated or chosen by the Company to become a director or executive officer. Lance Wilson and the Company entered into an Executive Employment Agreement (the " Agreement "), with an effective date of January 1, 2025, for his role as Chief Financial Officer (CFO) of the Company. The Agreement outlines Mr. Wilson's ongoing responsibilities, including oversight of the Company's financial integrity, regulatory compliance, and multic

View Full Filing

View this 8-K filing on SEC EDGAR