T Stamp Inc
For the period ended Nov 12, 2025. Filed Nov 12, 2025.
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Nov 12, 2025 · Filed Nov 12, 2025
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DEF 14A 1 tstamp-def14axagm202511122.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. |
November 12, 2025
Dear Stockholder:
We cordially invite you to attend the 2025 Annual Meeting of Stockholders of T Stamp Inc. dba Trust Stamp (the “Annual Meeting”). The Annual Meeting will be held on Tuesday, December 30, 2025, at 9:00 a.m. Eastern Standard Time and will be held entirely online live via audio webcast. You will be able to attend and participate in the Annual Meeting virtually by visiting www.colonialstock.com/tstampinc2025, where you will be able to listen to the Annual Meeting live, submit questions, and vote.
You will find important information about the matters to be voted on at the Annual Meeting in the accompanying Notice of Annual 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 Annual 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 Annual 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 Annual Meeting. Details about how to attend the virtual Annual Meeting, how to submit questions, and how to cast your votes are posted at www.colonialstock.com/tstampinc2025 and can be found in this proxy statement in the section entitled “Questions and Answers about the Annual Meeting and Voting—How can I attend and vote at the Annual Meeting?”.
Very truly yours,
/s/ Gareth Genner
Gareth Genner
Chief Executive Officer
NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS
| Annual Meeting Date · Tuesday, December 30, 2025 | ||
|---|---|---|
| Time · 9:00 a.m. Eastern Standard Time | ||
| Place · www.colonialstock.com/tstampinc2025 | ||
| Items of Business | (1) | To elect 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, 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)) (“Proposal 3”); | |
| (4) | To transact any other business that properly comes before the Annual Meeting and any adjournment or postponement of the Annual Meeting. | |
| Record Date | Holders of record of our capital stock on November 5, 2025, are entitled to receive notice of, and to vote at, the Annual Meeting and any postponement or adjournment of the Annual 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 Annual Meeting and at any postponement or adjournment thereof. Stockholders will have the ability to access the proxy materials at www.colonialstock.com/tstampinc2025 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 Annual Meeting.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON TUESDAY, DECEMBER 30, 2025: This notice, our proxy statement, and our 2024 annual report are available at www.colonialstock.com/tstampinc2025.
By Order of the Board of Directors of T Stamp Inc.,
/s/ Gareth Genner
Gareth Genner
Chief Executive Officer
Atlanta, Georgia
November 12, 2025
TABLE OF CONTENTS
| Proxy Statement | 1 |
|---|---|
| Proposal 1 – Election of Directors | 6 |
| Proposal 2 - Ratification of the Appointment of Independent Registered Public Accounting Firm | 8 |
| Proposal 3 - 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 | 9 |
| Security Ownership of Certain Beneficial Owners and Management | 20 |
| Householding Information | 21 |
| Stockholder Proposals | 22 |
| Questions and Answers about the Special Meeting and Voting | 22 |
| Other Matters | 23 |
| Appendix A | |
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