UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 6, 2023, T Stamp, Inc., a Delaware corporation (the "Company"), received confirmation of the acceptance of its Third Amended and Restated Certificate of Incorporation (the "Third Restated Certificate") from the Secretary of State of Delaware. The Third Restated Certificate was approved by the Company’s stockholders by written consent pursuant to a definitive proxy statement filed with the Securities and Exchange Commission on April 13, 2023. Written consent from the majority of stockholders was received as of May 13, 2023. During the vote by written consent, the Company believed the amended and restated certificate to constitute the Second Amended and Restated Certificate of Incorporation, but was required to identify the approved amendment as the Third Amended and Restated Certificate of Incorporation for conformity to the requirements of the Secretary of State of Delaware.
The following summary of the terms of the Third Restated Certificate is qualified in its entirety by the Third Restated Certificate, which is included as an exhibit to this current report on Form 8-K:
No Increase to the Authorized Shares of Common Stock, Elimination of Preferred Stock
The Third Restated Certificate does not increase the number of authorized shares of Common Stock of the Company. Rather, the Third Restated Certificate maintains the authorized amounts of 50,000,000 shares of Common Stock and eliminates the 2,000,000 shares of Preferred Stock.
Removal of Terms of the Preferred Stock
As there are no longer shares of Preferred Stock outstanding, the Third Restated Certificate removes the terms associated with the Preferred Stock.
Affirming Quorum Requirements
The Third Restated Certificate establishes, consistent with the bylaws of the Company, that a quorum of the stockholders may be met with the presence, in person or by proxy, of 33 1/3% of the outstanding shares of Common Stock of the Company.
Adoption of Classified Board
The Third Restated Certificate provides for a classified board of directors of the Company, with the board divided into three classes. Class I will hold office initially for a term expiring at the 2023 annual meeting of stockholders; Class II will hold office initially for a term expiring at the 2024 annual meeting of stockholders; and Class III will hold office initially for a term expiring at the 2025 annual meeting of stockholders. At each annual meeting following this initial classification and election, the successors to the class of directors whose terms expire at that meeting would be elected for a term of office to expire at the third succeeding annual meeting after their election and until their successors have been duly elected and qualified.
The directors of the Company have been divided into classes as follows:
CLASS I: | ||
· | Gareth Genner | |
· | William McClintock | |
· | Mark Birschbach |
CLASS II: | ||
· | Kristin Stafford | |
· | Andrew Gowasack |
CLASS III: | ||
· | Joshua Allen | |
· | Berta Pappenheim |
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. | Description | |
3.6 | Third Amended and Restated Certificate of Incorporation | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: July 7, 2023