Item 8.01Item 8.01 - Other Events
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