T Stamp Inc
For the period ended Mar 28, 2025. Filed Mar 28, 2025.
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Mar 28, 2025 · Filed Mar 28, 2025
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DEF 14A 1 tstamp-def14axspecialmeeti.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrantx Filed by a party other than the Registrant¨
Check the appropriate box:
| ¨ | Preliminary Proxy Statement |
|---|---|
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| ¨ | Definitive Additional Materials |
| ¨ | Soliciting Material Pursuant to §240.14a-12 |
T Stamp Inc.
(Name of Registrant as Specified in its Charter)
Not applicable.
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| x | No fee required. |
|---|---|
| ¨ | Fee paid previously with preliminary materials. |
| ¨ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To be held on May 15, 2025
March 28, 2025
Dear Stockholder:
We cordially invite you to attend the Special Meeting of Stockholders of T Stamp Inc. dba Trust Stamp (the “Special Meeting”). The Special Meeting will be held on Thursday, May 15, 2025, at 9:00 a.m. Eastern Time and will be held entirely online live via audio webcast. You will be able to attend and participate in the Special Meeting virtually by visiting www.colonialstock.com/truststamp2025, where you will be able to listen to the Special Meeting live, submit questions, and vote.
You will find important information about the matters to be voted on at the Special Meeting in the accompanying Notice of Special Meeting of Stockholders and Proxy Statement. We are sending most of our stockholders a one-page Notice of Internet Availability of Proxy Materials (the “Notice”) instead of sending a full set of printed materials. The Notice tells you how to access and review on the internet the important information contained in the proxy materials. The Notice also tells you how to vote on the internet prior to the Special Meeting or by phone and how to request to receive a printed copy of our proxy materials.
Your vote is important. We hope you will attend the virtual Special Meeting. We encourage you to review the proxy materials and vote as soon as possible. You may vote on the internet or by phone as described in the attached proxy materials. You also may vote by mail if you timely request to receive printed copies of these proxy materials in the mail. You will also be able to vote your shares electronically during the Special Meeting. Details about how to attend the virtual Special Meeting, how to submit questions, and how to cast your votes are posted at www.colonialstock.com/truststamp2025 and can be found in this proxy statement in the section entitled “Questions and Answers about the Special Meeting and Voting—How can I attend and vote at the Special Meeting?”.
Very truly yours,
/s/ Gareth Genner
Gareth Genner
Chief Executive Officer
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
| Special Meeting Date · May 15, 2025 | ||
|---|---|---|
| Time · 9:00 a.m. Eastern Time | ||
| Place · www.colonialstock.com/truststamp2025 | ||
| Items of Business | (1) | Ratify, by a vote of all the stockholders, the approval of 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 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)); |
| (2) | To transact any other business that properly comes before the Special Meeting and any adjournment or postponement of the Special Meeting. | |
| Record Date | Holders of record of our capital stock on March 18, 2025, are entitled to receive notice of, and to vote at, the Special Meeting and any postponement or adjournment of the Special Meeting. | |
| Voting | Your vote is important. We encourage you to read the accompanying proxy materials and submit your vote as soon as possible. You can find information about how to cast your vote in the question-and-answer section of the accompanying proxy statement. | |
Pursuant to rules adopted by the U.S. Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials via the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders entitled to notice of, and to vote at, the Special Meeting and at any postponement or adjournment thereof. Stockholders will have the ability to access the proxy materials at www.colonialstock.com/truststamp2025 or request to receive a printed set of the proxy materials by mail or an electronic set of materials by email. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. We believe these rules allow us to provide our stockholders with the information they need while lowering the cost of delivery and reducing the environmental impact of our Special Meeting.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 15, 2025: This notice and our proxy statement are available at www.colonialstock.com/truststamp2025.
By Order of the Board of Directors of T Stamp Inc.,
/s/ Gareth Genner
Gareth Genner
Chief Executive Officer
Atlanta, Georgia
March 28, 2025
TABLE OF CONTENTS
| Proxy Statement | 1 |
|---|---|
| Proposal 1 – Ratification and Approval of the issuance of the Private Placement Warrants (and the issuance of shares upon the exercise thereof) issued pursuant to the Armistice SPA | 6 |
| Security Ownership of Certain Beneficial Owners and Management | 10 |
| Householding | 12 |
| Stockholder Proposals | 12 |
| Questions and Answers about the Special Meeting and Voting | 12 |
| Other Matters | 13 |
| Appendix A | |
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