Form SCHEDULE 13G/A T Stamp Inc Filed by: Galloway Capital Partners, LLC
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment No. 1)*
|
T Stamp Inc (Name of Issuer) |
Common Stock, $.01 par value per share (Title of Class of Securities) |
(CUSIP Number) |
06/30/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Galloway Capital Partners, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
764,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
13.64 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: * On the basis of 5,599,964, shares of Common Stock reported by the Company to be issued and outstanding as of May 13, 2026, in the Issuer's Form 10Q report filed with Securities and Exchange Commission on May 14, 2026.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Galloway Capital, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
162,900.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
13.64 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: * On the basis of 5,599,964, shares of Common Stock reported by the Company to be issued and outstanding as of May 13, 2026, in the Issuer's Form 10Q report filed with Securities and Exchange Commission on May 14, 2026.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
GALLOWAY BRUCE | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
764,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
13.64 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: * On the basis of 5,599,964, shares of Common Stock reported by the Company to be issued and outstanding as of May 13, 2026, in the Issuer's Form 10Q report filed with Securities and Exchange Commission on May 14, 2026.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
T Stamp Inc | |
| (b) | Address of issuer's principal executive offices:
3017 Bolling Way, Floor 2, Atlanta, GA 30305 | |
| Item 2. | ||
| (a) | Name of person filing:
Galloway Capital Partners, LLC, Galloway Capital, LP and Bruce Galloway | |
| (b) | Address or principal business office or, if none, residence:
The principal business address for Galloway Capital Partners, LLC, Galloway Capital, LP and Bruce Galloway is 650 NE 2nd Avenue, #3007, Miami, FL 33132 | |
| (c) | Citizenship:
Galloway Capital Partners, LLC is a limited liability company incorporated in the State of Delaware. Galloway Capital, LP is a limited partnership incorporated in the State of Delaware. Mr. Galloway is a citizen of the United States and a resident of the State of Florida. | |
| (d) | Title of class of securities:
Common Stock, $.01 par value per share | |
| (e) | CUSIP No.:
| |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
764,000 | |
| (b) | Percent of class:
13.64 %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
Sole power to vote or direct the vote: The information in items 1 and 5 through 11 on each cover page of this Schedule 13G is hereby incorporated by reference. | ||
| (ii) Shared power to vote or to direct the vote:
Shared power to vote or direct the vote: The information in items 1 and 5 through 11 on each cover page of this Schedule 13G is hereby incorporated by reference. | ||
| (iii) Sole power to dispose or to direct the disposition of:
Sole power to dispose or direct the disposition of: The information in items 1 and 5 through 11 on each cover page of this Schedule 13G is hereby incorporated by reference. | ||
| (iv) Shared power to dispose or to direct the disposition of:
Shared power to dispose or direct the disposition of: The information in items 1 and 5 through 11 on each cover page of this Schedule 13G is hereby incorporated by reference.
The purpose of this Filing is to reflect the ownership by the Reporting Persons in the shares of the Issuer.
Galloway Capital Partners, LLC: 764,000 (1)
Galloway Capital, LP: 764,000 (1)
Bruce Galloway: 764,000 (1)
(1) Includes shares held by Galloway Capital, LP and Bruce Galloway. Mr. Galloway is the management member of Galloway Capital Partners, LLC the investment manager of Galloway Capital, LP. Galloway Capital Partners, LLC has the power to vote and dispose of the shares owned by Galloway Capital, LP. Mr. Galloway owns approximately 40% of the partnership interests in Galloway Capital, LP as of June 30, 2026. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|
|
|
Exhibit Information
|
EXHIBIT 99.1 - JOINT FILING AGREEMENT |
ATTACHMENTS / EXHIBITS