T Stamp Inc. (NASDAQ: IDAI) adjourns 2025 annual meeting after failing to reach quorum

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

T Stamp Inc. reported that its deferred 2025 Annual Meeting of Stockholders, convened on March 11, 2026, was adjourned because there were not enough shares present or represented by proxy to constitute a quorum. No business was conducted at the meeting.

The company plans to file an amended proxy statement covering the proposals in the proxy statement filed with the SEC on January 22, 2026. The amended proxy will set a new record date for stockholders entitled to vote when the Annual Meeting is reconvened and the company will solicit new proxies from stockholders.

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.

Understanding 8-K Material Events →

03/17/2026 - 04:30 PM

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): March 11, 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 March 11, 2026, at 9:00 a.m. Eastern Standard Time, T Stamp Inc. (the “Company”) convened its deferred 2025 Annual Meeting of Stockholders (the “Annual Meeting”). At that time, there were not present or represented by proxy a sufficient number of shares of the Company’s common stock to constitute a quorum. Accordingly, the Company adjourned the Annual Meeting without any business being conducted.

The Company intends to prepare and file an amended proxy statement, to vote on the proposals described in the proxy statement filed with the Securities and Exchange Commission (“SEC”) on January 22, 2026, accounting for the change of the “Class III” member of the Company’s Board of Directors as described in the Company’s Form 8-K filed on March 12, 2026. The amended proxy statement will include a new record date for the determination of stockholders of the Company entitled to vote at the reconvened Annual Meeting, which we anticipate will reconvene in due course.

The Company will solicit proxies from its stockholders with respect to the proposals set forth in the Company’s amended proxy statement. New proxies will need to be submitted by stockholders for the reconvened Annual Meeting.

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: March 17, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did T Stamp Inc. (IDAI) announce about its 2025 Annual Meeting?

T Stamp Inc. announced that its deferred 2025 Annual Meeting, convened on March 11, 2026, was adjourned. There were not enough shares present or represented by proxy to form a quorum, so no official business or voting could take place.

Why was T Stamp Inc.’s 2025 Annual Meeting adjourned without business?

The meeting was adjourned because an insufficient number of common shares were present or represented by proxy to constitute a quorum. Without a quorum, the company is not permitted to conduct stockholder votes or transact the business described in its proxy materials.

What are T Stamp Inc.’s next steps after adjourning the 2025 Annual Meeting?

T Stamp Inc. plans to prepare and file an amended proxy statement with the SEC. This updated proxy will cover the same proposals, reflect director changes, set a new record date, and support reconvening the Annual Meeting once new proxies are solicited.

Will T Stamp Inc. (IDAI) set a new record date for the reconvened meeting?

Yes. The amended proxy statement will include a new record date determining which stockholders are entitled to vote at the reconvened 2025 Annual Meeting. Only holders of record on that new date will be eligible to vote on the listed proposals.

Do T Stamp Inc. stockholders need to submit new proxies for the reconvened meeting?

Yes. T Stamp Inc. stated that new proxies will need to be submitted for the reconvened Annual Meeting. The company will solicit fresh proxies from stockholders based on the amended proxy statement and the updated record date once those materials are available.

What proposals will be voted on when T Stamp Inc. reconvenes the Annual Meeting?

The company intends to hold votes on the proposals described in the proxy statement originally filed January 22, 2026. The amended proxy will reflect changes to the Class III board member and provide updated information for the reconvened meeting.

Filing Exhibits & Attachments

3 documents