ATLANTA, GA – T Stamp Inc., a prepackaged software services company, announced today that its stockholders have approved a series of proposals during a Special Meeting held on Monday. The proposals, which include a reverse stock split and issuance of new shares and warrants, were passed with overwhelming majority votes.
The stockholders ratified the Securities Purchase Agreement with DQI Holdings, Inc., dated July 13, 2024, which includes the sale of approximately 4.6 million shares of T Stamp's Class A Common Stock. This transaction was necessary to comply with NASDAQ's Listing Rule 5635(d) and received a 97% approval rate.
Additionally, the issuance of Private Placement Warrants to Armistice Capital Master Fund Ltd., as per an agreement dated September 4, 2024, was also ratified. These warrants are exercisable for nearly 2.9 million shares of Class A Common Stock at $0.3223 per share, garnering 96% approval.
The approval of the issuance of up to 9.5 million shares of Common Stock upon the exercise of certain new warrants issued to Armistice Capital Master Fund Ltd. pursuant to a Warrant Exercise Agreement from September 3, 2024, was also achieved with 96% of the vote.
Furthermore, stockholders approved a reverse stock split of the company's Common Stock at a ratio to be determined by the Board of Directors by December 31, 2024. The ratio will be no less than 1-for-5 and no more than 1-for-50. This proposal also received a 96% approval rate.
At the Special Meeting, 44% of the Common Stock entitled to vote were represented, either in person or by proxy. The approval of these proposals is a significant step for T Stamp Inc., which trades under the ticker NASDAQ:IDAI, as it continues to navigate the requirements of NASDAQ listing standards and seeks to optimize its capital structure.
In other recent news, T Stamp Inc. reported significant changes in its leadership and business operations. The company confirmed the appointment of Andrew Scott Francis, its current Chief Technology Officer, to the Board of Directors. Concurrently, the departure of CFO Alexander Valdes and Executive Vice President of Mergers and Acquisitions Joshua Allen was announced.
T Stamp Inc. has been granted an additional 180-day grace period by Nasdaq to meet its minimum bid price requirement. The company has expressed its intention to address the deficiency within this period, including the possibility of implementing a reverse stock split if necessary.
The company also disclosed a major agreement with DQI Holdings, involving the sale of over 1.3 million shares of Class A Common Stock for a total of $300,000. This transaction is part of a broader set of arrangements, including a Registration Rights Agreement, obligating T Stamp to register these shares for resale.
T Stamp Inc. reported regaining compliance with Nasdaq's equity requirement, exceeding the minimum stockholders' equity threshold set by Nasdaq. This was achieved through strategic transactions, including the issuance of shares to convert debt into equity, a licensing agreement with Boumarang Inc., and the sale and exercise of warrants with institutional investors.
In terms of technology, the company has been issued a patent for personal identifiable information encoding technology by the US Patent and Trademark Office and secured approximately $2 million through a direct offering and concurrent private placement. Finally, T Stamp Inc. formed a strategic alliance with Qenta Inc. to advance its digital identity technology.
InvestingPro Insights
The recent stockholder approvals for T Stamp Inc. (NASDAQ:IDAI) come at a critical time for the company, as reflected in the latest InvestingPro data. With a market capitalization of just $3.39 million, IDAI is facing significant financial challenges. The company's revenue for the last twelve months as of Q3 2024 stood at $2.16 million, marking a substantial decline of 51.92% compared to the previous period. This aligns with an InvestingPro Tip indicating that the stock has fared poorly over the last month, with a 17.06% price decline in the past 30 days.
The approved reverse stock split could be seen as a strategic move to address the stock's performance issues. InvestingPro Tips highlight that IDAI's price has fallen significantly over the last year, with a staggering 87.76% decline. This context underscores the importance of the stockholder-approved measures aimed at maintaining NASDAQ listing compliance and potentially improving the company's market position.
Investors considering IDAI should note that InvestingPro offers 11 additional tips for this stock, providing a more comprehensive analysis of its financial health and market performance. These insights could be particularly valuable given the company's current challenges and the transformative measures it's undertaking.
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