T Stamp Inc 10-K for FY2024
T Stamp Inc (IDAI)
10-K
2025-03-31
For: 2024-12-31
View Original
Added on
April 11, 2026
About this 10-K
T Stamp Inc filed this 10-K on March 31, 2025, covering the fiscal year ended December 31, 2024 (FY2024).
Headline figures
Fiscal year ended December 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $3.08M
- down 32.4% from $4.56M a year earlier
- Net loss
- $12.54M
- compared with a net loss of $7.64M a year earlier
- Diluted EPS
- -$11.36
- compared with -$16.07 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
For the fiscal year ended December 31 , 2024
ACT OF 1934
For the transition period from ______________ to _____________
Commission file number: 001-41252
(Exact name of registrant as specified in its charter)
| 7372 | ||||||||||||||
| (State or Other Jurisdiction of Incorporation or Organization) | (Primary Standard Industrial Classification Number) | (IRS Employer Identification Number) | ||||||||||||
(Address of registrant’s principal executive offices) (Zip code)
Registrant’s telephone number, including area code (404 ) 806-9906
Securities registered under Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Securities registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
Indicate by check mark whether the issuer (1) has filed reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | o | Accelerated filer | o | |||||||||||
| x | Smaller reporting company | |||||||||||||
| Emerging growth company | ||||||||||||||
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
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 USC. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. o
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of June 30, 2024, the aggregate market value held by non-affiliates of the registrant, computed by reference to the price at which the registrant’s Class A Common Stock was last sold on the NASDAQ Stock Exchange on such date was $4,668,599 (669,506 at a closing price per share of $6.97 on June 30, 2024). As of March 28, 2025, there were 2,487,052 shares of Class A Common Stock, par value $0.01 per share, of the registrant outstanding.
Documents Incorporated by Reference
None
| Auditor Name: | Auditor Location: | Auditor Firm ID: | ||||||||||||
T STAMP INC.
TABLE OF CONTENTS
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Statement Regarding Forward-Looking Statements
This Form 10-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially and adversely from those expressed or implied by such forward-looking statements. Forward-looking statements may include, but are not limited to, statements relating to our outlook or expectations for earnings, revenues, expenses, asset quality or other future financial or business performance, strategies, expectations or business prospects, or the impact of legal, regulatory or supervisory matters on our business, results of operations, or financial condition. Specifically, forward-looking statements may include statements relating to our future business prospects, revenue, income, and financial condition.
Forward-looking statements can be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target,” or similar expressions. Forward-looking statements reflect our judgment based on currently available information and involve a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.
In addition to those factors discussed under Item 1A—“Risk Factors,” important factors could cause actual results to differ materially from our expectations. These factors include, but are not limited to:
•adverse economic conditions;
•general decreases in demand for our products and services;
•changes in timing of introducing new products into the market;
•intense competition (including entry of new competitors), including among competitors with substantially greater resources than us;
•inadequate capital;
•unexpected costs;
•revenues and net income lower than anticipated;
•litigation;
•becoming delisted from Nasdaq;
•the possible fluctuation and volatility of operating results and financial conditions;
•the impact of legal, regulatory, or supervisory matters on our business, results of operations, or financial condition;
•inability to carry out our marketing and sales plans; and
•the loss of key employees and executives.
All forward-looking statements included in this Form 10-K speak only as of the date of this Form 10-K and you are cautioned not to place undue reliance on any such forward-looking statements. Except as required by law, we undertake no obligation to publicly update or release any revisions to these forward-looking statements to reflect any events or circumstances that arise after the date of this Form 10-K or to reflect the occurrence of unanticipated events. The above list is not intended to be exhaustive and there may be other factors that could preclude us from realizing the predictions made in the forward-looking statements. We operate in a continually changing business environment and new factors emerge from time to time. We cannot predict such factors or assess the impact, if any, of such factors on our financial position or results of operations.
In this Annual Report on Form 10-K, unless the context indicates otherwise, the terms “Trust Stamp”, the “Company”, “we”, “us”, and “our” refer to T Stamp Inc., a Delaware corporation.
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PART I.
Item 1. Our Business
Overview
Trust Stamp was incorporated under the laws of the State of Delaware on April 11, 2016 as “T Stamp Inc.” T Stamp Inc. and its subsidiaries (“Trust Stamp”, “we”, or the “Company”) develop and market identity authentication software for enterprise and government partners and peer-to-peer markets.
Trust Stamp primarily develops proprietary artificial intelligence-powered solutions, researching and leveraging machine learning artificial intelligence, including computer vision, cryptography, and data mining, to process and protect data and deliver insightful outputs that identify and defend against fraud, protect sensitive user information, facilitate automated processes, and extend the reach of digital services through global accessibility. We utilize the power and agility of technologies such as GPU processing, edge computing, neural networks, and large language models to process and protect data faster and more effectively than historically possible to deliver results at a disruptively low cost for usage across multiple industries.
Our team has substantial expertise in the creation and development of AI-enabled software products. We license our technology and expertise in numerous fields, with an increasing emphasis on addressing diverse markets through established partners who will integrate our technology into field-specific applications.
Over the last twelve months, while maintaining our strong emphasis on identity authentication for financial services, the Company has undertaken a multi-pronged process to position itself better to leverage the growing opportunities offered by the expanded capabilities, use, and acceptance of AI technologies. This process has included:
• Reducing the size of the non-production-focused executive and consulting teams to reduce overhead.
• Releasing sales staff that did not meet their targets.
•Negotiating a services contract to offset the cost of the technical team members while maintaining significant R&D and product development capabilities.
•Refocusing go-to-market strategies on joint ventures with proven industry partners with access to target markets.
•Expanding our IP portfolio to strengthen our existing position related to presentation attack detection and tokenization and include implementations such as:
i.Embedded ownership verification for cryptographic assets, a technology that we believe to have significant potential with the expansion in the ownership of crypto-assets including potential deregulation (or loosening or clarification of regulation) in the United States together with the global growth of stable coins including Central Government Digital Currencies.
ii.A simple user interaction utility called “Shape Overlay” that augments biometric verification and combats deepfakes and injection attacks by having the user interact in real-time with their captured image.
iii.Stable Key (or “Stable IT2”) which is an innovative technology that generates a “key” directly from the biometric of the user which key has a mathematical correlation to all of the user's passwords, PINS, and other “secrets” for every account and use case meaning that those secrets never need to be stored in their entirety.
iv.A patent for “Interoperable Biometric Representations” that potentially breaks vendor lock-in by allowing users of biometric technologies to compare like-modality templates from different sources.
•Strengthening our international 3rd party cybersecurity and data handling certifications by adding SOC2 certification to our NCSC Cyberessentials Plus certification and obtaining a renewed D-Seal certification (the world’s first certification that includes not just data security but also the ethical and responsible use of data).
•Opening an office in Tokyo (with funding from the City of Tokyo and the Japanese government) to pursue opportunities in the APAC region.
•Retaining an investment bank to explore strategic partnership and M&A opportunities across multiple sectors.
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Markets
Trust Stamp has evaluated the market potential for its services in part by reviewing the following reports, articles, and data sources, none of which were commissioned by the Company, and none of which are to be incorporated by reference:
Data Security and Fraud
•According to the “2021 Year End Report: Data Breach QuickView” published by Flashpoint, 4,145 publicly disclosed breaches exposed over 22 billion records in 2022.
•The cumulative merchant losses to online payment fraud between 2023 and 2027 will exceed $343 billion globally according to a 2022 report titled “Fighting Online Payment Fraud in 2022 & Beyond” published by Juniper Research.
Financial and Societal Inclusion
•According to the “Global Findex Database 2021,” published by the World Bank, 1.4 billion people were unbanked as of 2021.
•131 million small and medium-sized enterprises in emerging markets lack access to finance, limiting their ability to grow and thrive (UNSGSA Financial Inclusion Webpage, Accessed March 2023).
•The global market for Microfinance is estimated at $157 Billion in the year 2020 and is projected to reach $342 billion by 2026 according to the 2022 report titled “Microfinance - Global Market Trajectory & Analytics” published by Global Industry Analysts, Inc. To accelerate our work in this market, the Company has joined the Mastercard Lighthouse MASSIV program designed to empower sustainability and social impact through strategic partnerships aiming to assist participants to scale on a global level.
Trust Stamp’s biometric authentication, liveness detection, and information tokenization enable individuals to verify and establish their identities using data derived from biometrics. While individuals in this market lack traditional means of identity verification, Trust Stamp provides a means to authenticate identity that preserves an individual’s privacy and control over that identity.
Alternatives to Detention (“ATD”)
•The ATD market includes Federal, State, and Municipal agencies for both criminal justice and immigration purposes. Trust Stamp addresses the ATD market with applications built on Trust Stamp’s privacy-preserving solutions allowing individuals to comply with ATD requirements using ethical and humane technology methodologies. Trust Stamp has developed innovative patented technologies for use in the ATD market encompassing biometrics, geolocation, and tokenization as well as a proprietary, tamper-resistant, battery-free “Tap-In-Band” that can complement or replace biometric check-in requirements and provide a lower-cost and more humane alternative to traditional “ankle bracelet” technology.
In December 2024 we announced a go-to-market agreement with a leading provider of software solutions to the U.S. Federal Government and we are currently pursuing a revised go-to-market strategy based on the priorities of the administration.
Other Markets
The Company is developing products and working with partners and industry organizations in other sectors that offer significant market opportunities for our existing and pipeline IP and has entered into go-to-market or licensing agreements, including global data location services, healthcare, IoT, access control, smart home systems, and computer vision for UAV operations. We anticipate licensing our technology in numerous fields, typically through established partners who will integrate our technology into field-specific applications.
Africa
The African Continental Free Trade Area (AfCFTA) is a landmark agreement that binds 54 African nations and an estimated 1.47 billion people into the world’s largest free trade area. AfCFTA has significant economic potential for Africa, as it aims to create a single market for goods and services across 55 countries, representing over 1.3 billion people with a combined GDP of approximately $3.4 trillion. By reducing trade barriers, the agreement could contribute an
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additional $450 billion to Africa’s GDP by 2035, lifting 30 million people out of extreme poverty and increasing the incomes of 68 million people, according to the World Bank. Over the next decade, Africa’s share of the world population is projected to reach 21%, up from 13% in 2000. More than 50% of young people entering the workforce will be in sub-Saharan Africa. By 2050, the region’s working-age population will still be rising while it is falling virtually everywhere else, and Africa will be home to an estimated 2.5 billion people, or 25% of all humanity.
Globally, 850 million people did not have identity documents in 2023, with 542 million in Africa. Of that 542 million, 95 million are children who have never had their birth recorded, and 120 million are children without a birth certificate. The single initiative of implementing universal tokenized identity in African countries has the potential to significantly boost the implementing countries' economies. According to the United Nations Economic Commission for Africa (UNECA), countries adopting digital ID programs could unlock economic value equivalent to 3% and 13% of their GDP by 2030.
A transition to digital records for births, marriages, deaths, and electronic identity documents represents a transformative opportunity for developing nations and builds a foundation for economic growth. Establishing a robust digital infrastructure for vital records enhances administrative efficiency, fosters inclusive development, strengthens governance, and unlocks economic potential. Yet, developing African countries are often unable or unwilling to fund the initial capital expenditure required to make the transition.
Trust Stamp has participated in financial inclusion projects in Africa for a number of years through Mastercard’s implementation of our technology and we established a regional R&D center in Rwanda in 2021 to focus on ensuring equity in the development and implementation of biometric technology in Africa. In 2023 we started direct outreach to African countries to initiate national-level digital identity programs and we are in serious and extended dialog with two countries as well as a pilot with Africa’s largest provider of mobile telecommunications services. With the assistance of the Mastercard Lighthouse MASSIV program, we intend to build upon this work to maximize the opportunities to meet the critical need for secure identity programs for both governments and NGOs.
Principal Products and Services
We adhere to the best practices outlined in the National Institute of Standards and Technology (“NIST”) and International Organization for Standardization (“ISO”) frameworks, and our policies and procedures in managing personally identifiable information (“PII”) comply with General Data Protection Regulation (“GDPR”) requirements wherever such requirements are applicable.
The IT2 replaces biometric templates and scans with meaningless numbers, letters, and symbols to remove sensitive data from the reach of criminals using a proprietary process by which a deep neural network irreversibly converts biometric and other identifying data, from any source, into the secure tokenized identity. This IT2 is unique to the user, is different every time it is generated from a live subject, and cannot be reverse-engineered and rebuilt into the user’s face or other original identity data.
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Each token can be stored and compared to all other tokens from the same modality, allowing the Company’s AI-powered analytics to predict if a single subject has generated two or more tokens, even if the subject has passed conventional KYC with, e.g., falsified identity documents. Using this technology, an IT2 can be employed for re-authentication purposes, including account recovery, password-less login, new account creation, and more, across the organization or even within a consortium of organizations, all in a low-cost and low-friction delivery that is fast and secure.
Our technology is being used for enhanced due diligence, KYC/AML compliance, synthetic identity fraud reduction and “second chance” approval for customer onboarding and account access, together with the delivery of humanitarian and development services. The solution allows organizations to approve more users, keep bad actors from accessing systems and services, and retain existing users with a superior user experience.
Our hashing and matching technology can maximize the effectiveness of all types of identity data while rendering it safer to use, store, and share. Whatever the source of identity data, it can be stored and compared as an IT2. See the chart below for examples.
Distribution
Through licensing we allow customers to utilize our technology in a wide variety of applications. Uses can include (e.g.):
•The provision of services and hashing to enterprises, NGOs, and government, to overlay on third-party biometric and identity data.
•Hash licensing, translation, and certification services for biometric vendors.
•Management of zero-knowledge-proof services, whether as a tributary between Identity Lakes or operating consortium lakes.
•Tokenized identity creation for large scale deployments, such as humanitarian and government identity programs.
Licensing Agreements
License agreements are typically a hosted offering, on-premise solution, or both pursuant to which the customer pays for the initial product development plus a license fee for the use of Trust Stamp’s technologies on a periodic and/or volume-based basis. In addition to consuming and paying for Trust Stamp’s services for their own use, some key customers also serve as channel partners by offering Trust Stamp products to their own customer base, whether as stand-alone products, or integrated into their own services as upgraded product offerings.
SaaS Agreements
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Software-as-a-Service ("SaaS") agreements are typically serviced through the Company’s Orchestration Layer platform, which is being utilized in new global identity authentication system with Fidelity Information Services, LLC ("FIS"). The platform includes our proprietary tokenization technology and is designed to provide easy integration with and access to, Trust Stamp’s products, chargeable on a per-use basis. The Orchestration Layer facilitates no-code and low-code implementations, making adoption faster and even more cost-effective for a broader range of potential customers. It is expected to accelerate the Company’s evolution, from being exclusively a custom solutions provider, to also offering a modular and highly scalable SaaS model with low-code implementation.
Competition
We can potentially work with any identity data from any source, potentially breaking vendor and modality lock-in, but our primary market target is the biometric service industry, which is growing exponentially while being threatened by a consumer, media, and legislative backlash against storing biometric data. The IT2 can potentially be overlaid on any biometric or other identity data provider.
In general, we compete for customer budget with any company in the identity authentication industry. Major competitors in this space include companies such as NEXT Biometrics, IDEMIA, Synaptics, Cognitec, Innovatrics, Suprema, FaceTec, Rank One Computing, Acuant, Jumio, Onfido, Ping, and Mitek. However, we believe that, due to the uniqueness of our technology solution, the Company does not currently have any direct competitors for the core IT2 solutions upon which the growth in our business plan is focused.
The commercial advantage of our solution is our ability to work across providers and modalities and we continue to pursue a first-mover advantage including our global–scale partnership which is achieving a network effect in the global Humanitarian and Development market. We believe that this combination will make it unattractive for a potential competitor to replicate the six-years and multi-million dollars that we have already expended, to try and circumvent our multiple (and continuing) patent filings and/or offer a parallel product based upon a different technology.
We believe that given sufficient time and resources, we can augment any biometric modalities including face, hand, iris, voice, gait, and behavior, together with any other identifying data which places us in a unique position versus providers of biometric services.
We are unaware of any other provider being able to offer or support a proliferation of authentication modalities in this fashion, and therefore we believe there are no other companies that directly compete with us in this space. If our go-to-market strategy is successful, biometric service providers can be channel distributors, and not necessarily competitors.
Growth Strategy
Our strategy is to:
•Expand the scope and range of services that we provide to and through our existing clients.
•Continue to add significant new clients for our current and future services.
•Offer our services via channel partners with substantial distribution networks.
•Offer our technology on a “low code” basis, providing access via an orchestration layer and/or open-APIs to enable implementation by a broader range of clients.
•The addition of alternate authentication tools including non-facial-biometric options and non-biometric-knowledge and device-based tools facilitating two and multi-factor authentication.
•Offer our IT2 technology for use by other biometric and data services providers to protect and extend the usability of their data.
•Provide ready-to-use / customizable platforms that leverage our IT2 technology in specialized markets.
Human Capital
Given the geographic diversity of its team, and to facilitate cost-effective administration, Trust Stamp secures the services of its permanent team members through a variety of administrative structures that include wholly owned subsidiaries, professional employer organizations, and consulting contracts. As of December 31, 2024, the Company had 7 full-time and 2 part-time team members that work out of the United States, 25 full-time members that work out of Malta, 10 full-time
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team members in Poland and Central Europe, 1 full-time and 1 part-time team members in the United Kingdom, 1 full-time team member in the Isle of Man, 14 full-time team members and 2 part-time team members working in the Philippines, 11 full-time team members working in Rwanda, 2 full-time team members in Denmark, and 1 full-time team member working in India. Our permanent team is augmented as needed by contract development and other staff on both a long and short-term basis.
Outsourcing
We design and develop our own products. We use an outsourcing company, 10Clouds, for additional development staff as needed. 10Clouds is considered a related party. In addition, we also utilize SourceFit, a company in the Philippines, for PEO services, representing approximately 2% of our operating expenses during the year ended December 31, 2024. Amazon Web Services provides cloud hosting and processing services, representing approximately 4% of our operating expenses during the year ended December 31, 2024.
Key Customers
The Company’s initial business consisted of developing proprietary privacy-first identity solutions and implementing them through custom applications built and maintained for a few key customers. In the fourth quarter of 2022, the Company added to its product offerings a modular SaaS model intended for low-code or no implementation (“the Orchestration Layer”). The Orchestration Layer has been successful in attracting interested customers with over sixty financial institutions onboarded as of the date of this report, but those institutions have been slow to go into full production which has impacted revenue expectations. An analysis of the slow adoption revealed that many of the institutions would need some level of customization and in fourth quarter of 2024 and first quarter of 2025 the company has invested in modification of the modules to meet the broader range of needs and preferences identified by the enrolled institutions. Orchestration Layer 2.0 will be “relaunched” in the second quarter of 2025.
Historically, the Company generated most of its income through two long-term partnerships, comprising a relationship with an S&P 500 bank with services provided pursuant to a Master Software Agreement entered into in 2017, together with a relationship with Mastercard International (“Mastercard”) with services provided under the terms of a ten-year technology services agreement entered into in March 2019 (the "TSA”). Both of those relationships remain strong, and the Company anticipates future revenue growth from the two relationships.
Under the TSA, IT2 TM technology is being implemented by Mastercard for Humanitarian & Development purposes as a core element of its Community Pass and Inclusive Identity offerings. Use cases include not only financial services for individuals and businesses but also empowering people and communities to meet basic needs, such as nutritious food, clean water, housing, education, and healthcare. The Company is paid to develop and host software solutions utilizing the IT2 and to support Mastercard’s implementations. In addition, the Company is paid on a “per user per year” basis for all transactions utilizing its technology. In December of 2022, the Company entered into a modification of the agreed pricing schedule with Mastercard to move from a per-use to a per-user-year model to broaden the range of potential use cases. The TSA may be terminated by either party in the event of a material breach by the other party that remains uncured within thirty days after notice is received of such a breach. Either party may terminate the TSA if the other party becomes, including, but not limited to, insolvent, subject to bankruptcy, dissolved, or liquidated. Unless the TSA is terminated, the TSA will automatically renew for additional one year-periods in perpetuity unless either party provides ninety days written notice of intent not to renew. To date, the Company has received guaranteed minimum annual payments on account of usage. According to the October 2023 interview of Mastercard Executive Vice President and Founder of the Community Pass from the article titled “Mastercard’s Community Pass founder says digital ID platform improving lives, digital inclusion” published by Biometric Update. Mastercard’s Community Pass program currently serves approximately 3.5 million users and is targeting 30 million users by 2027.
In 2022, the Company expanded its key customer base to include a relationship with FIS, a relationship-focused upon the implementation of our Orchestration Layer and underlying technologies in FIS’ Global KYC product offering.
The Orchestration Layer is a low-code platform that is designed to be a one-stop shop for Trust Stamp services and provides easy integration to our products; chargeable on a per-use basis. The Orchestration Layer utilizes the Company’s next-generation identity package, offering rapid deployment across devices and platforms, with custom workflows that seamlessly orchestrate trust across the identity lifecycle for a consistent user experience in processes for onboarding and KYC/AML, multi-factor authentication, account recovery, fraud prevention, compliance, and more. The Orchestration
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Layer facilitates no-code and low-code implementations of the Company’s technology making adoption and updating faster and cost-effective for a broader range of potential customers.
As of December 31, 2024, a total of 66 financial institutions with over $348 billion in assets have been onboarded via FIS, bringing the total number of (FIS and non-FIS) customers either fully implemented or are currently implementing the Orchestration Layer to 79. The first (non-FIS) client onboarded to the Orchestration Layer in the third quarter of 2022 has generated $426 thousand of revenue for the Company to date including $193 thousand during the year ended December 31, 2024.
Regulation
Our business is not currently subject to any licensing requirements in any jurisdiction in which we operate, other than the requirement to hold a business license in the City of Atlanta (with which we are in compliance), and the requirement to hold a trading license in Rwanda (with which we are in compliance). Given the significant focus on the use of biometrics in many countries, we do anticipate additional regulation being introduced in one or more jurisdictions in which we operate, and such requirements could be burdensome and/or expensive or even impose requirements that we are unable to meet.
We are subject to substantial governmental regulation relating to our technology and will continue to be for the lifetime of our Company. By virtue of handling sensitive PII and biometric data, we are subject to numerous statutes related to data privacy, and additional legislation and given the current focus on the collection, storage, and use of biometrics, additional regulation should be anticipated in every jurisdiction in which we operate. Examples of regulations we could be subject to are:
•Health Insurance Portability and Accountability Act (HIPAA)
•Health Information Technology for Economic and Clinical Health Act (HITECH)
•The General Data Protection Regulation 2016/679 (GDPR)
•ePrivacy Privacy Directive
•The California Privacy Rights Act (CPRA)
•The California Consumer Privacy Act (CCPA)
•Biometric Information Privacy Act (BIPA)
•Act on the Protection of Personal Information (APPI)
•United Kingdom General Data Protection Regulation (UK GDPR)
HIPAA and HITECH
Under the administrative simplification provisions of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), as amended by the Health Information Technology for Economic and Clinical Health Act “HITECH”), the U.S. Department of Health and Human Services (“HHS”) issued regulations that establish uniform standards governing the conduct of certain electronic healthcare transactions and requirements for protecting the privacy and security of protected health information (“PHI”), used or disclosed by covered entities and business associates. Covered entities and business associates are subject to HIPAA and HITECH. Our subcontractors that create, receive, maintain, transmit, or otherwise process PHI on behalf of us are HIPAA “business associates” and must also comply with HIPAA as a business associate.
HIPAA and HITECH include privacy and security rules, breach notification requirements, and electronic transaction standards.
The privacy rules cover the use and disclosure of PHI by covered entities and business associates. The privacy rules generally prohibit the use or disclosure of PHI, except as permitted under certain limited circumstances. The privacy rules also set forth individual patient rights, such as the right to access or amend certain records containing his or her PHI, or to request restrictions on the use or disclosure of his or her PHI.
The security rules require covered entities and business associates to safeguard the confidentiality, integrity, and availability of electronically transmitted or stored PHI by implementing administrative, physical, and technical safeguards. Under HITECH’s Breach Notification Rule, a covered entity must notify individuals, the Secretary of the HHS, and in some circumstances, the media of breaches of unsecured PHI.
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In addition, we may be subject to state health information privacy and data breach notification laws, which may govern the collection, use, disclosure, and protection of health-related and other personal information. State laws may be more stringent, broader in scope, or offer greater individual rights with respect to PHI than HIPAA, and state laws may differ from each other, which may complicate compliance efforts.
Entities that are found to be in violation of HIPAA as the result of a failure to secure PHI, a complaint about our privacy practices, or an audit by HHS, may be subject to significant civil and criminal fines and penalties and additional reporting and oversight obligations if such entities are required to enter into a resolution agreement and corrective action plan with HHS to settle allegations of HIPAA non-compliance.
GDPR
The European Union's General Data Protection Regulation ("GDPR") imposes onerous accountability obligations requiring data controllers and processors to maintain a record of their data processing and policies. It requires data controllers to implement more stringent operational requirements for processors and controllers of personal data, including, for example, transparent and expanded disclosure to data subjects (in a concise, intelligible, and easily accessible form) about how their personal information is being used, imposes limitations on retention of information, increases requirements pertaining to health data and pseudonymized (i.e., key-coded) data, introduces mandatory data breach notification requirements, and sets higher standards for data controllers to demonstrate that they have obtained valid consent for certain data processing activities. Fines for non-compliance with the GDPR will be significant—the greater of €20 million or 4% of global turnover. The GDPR provides that European Union member states may introduce further conditions, including limitations, to make their own further laws and regulations limiting the processing of genetic, biometric, or health data.
ePrivacy Directive
The ePrivacy directive sets out the rules relating to the processing of personal data across public communications networks. This directive requires businesses to ensure consent requests are made and that consent is received from the user before the use of cookies is made. Businesses must communicate the privacy rules with accurate and specific information regarding the data contained in the cookie. Information must be communicated before the consent requests are made, in plain language. Organizations must ensure that users are able to withdraw consent in the same simple manner as the initial consent request.
CPRA and CCPA
The California Privacy Rights Act ("CPRA") and the California Consumer Privacy Act ("CCPA") define and establish various rights that consumers residing in California have over the privacy of their data along with the responsibilities of businesses when collecting personal information. It requires businesses that control the collection of consumers’ personal information to inform them of the category, purpose, and duration the business intends to retain such information. It lists the consumers’ right to correct their data and have their data deleted. Customers may also exercise their right to limit the sale or sharing of their personal or sensitive personal information. Fines for non-compliance can range from $100 to $750 per consumer per incident. Additionally, in certain cases, the California Privacy Protection Agency may impose administrative fines ranging from $2,500 to $7,500 for each violation.
BIPA
The Biometric Information Privacy Act ("BIPA"), which was enacted in 2008, addresses the collection, use, and retention of biometric information by private entities. Under the law, a private entity must inform an individual, or their legally authorized individual, that the biometric information is being collected and stored, and the specific purpose and the length of time for the collection, storage, and use of the biometric information, before obtaining or possessing their biometric information for the purposes of capturing, storing or sharing it. In addition, prior to collecting any biometric information, the regulation required businesses to obtain a written release for the collection of the biometric information from the individual, or the individual’s legally authorized representative after notice has been given. BIPA provides statutory damages of up to $1,000 for each negligent violation, and up to $5,000 for each intentional or reckless violation.
APPI
The Act on the Protection of Personal Information (APPI) is Japan’s primary data protection law, first enacted in 2003 and significantly amended in 2016 and 2020 to align with global standards like the EU’s GDPR. It applies to businesses
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handling personal data, regardless of nationality or residency. The APPI defines personal data as any information that can identify an individual and classifies sensitive data to include details such as race, medical history, and criminal records. While consent is generally required for data collection, other legal bases exist, such as contractual necessity or compliance with legal obligations. Individuals are granted rights to access, correct, delete, and cease the use of their personal data. The Personal Information Protection Commission (PPC) enforces compliance, though penalties under the APPI are lower than those under GDPR, with a maximum fine of JPY 1 million.
UK GDPR
The United Kingdom General Data Protection Regulation (UK GDPR) applies to all organizations processing personal data of UK residents, regardless of where the organization is based. It defines personal data as any information that can identify an individual and includes special categories of sensitive data, such as health, race, and biometric data. Businesses must have a legal basis for processing data, such as consent, contractual necessity, or legal obligation. Individuals have rights over their data, including access, correction, deletion (right to be forgotten), and data portability. The Information Commissioner's Office (ICO) oversees compliance and can impose severe fines for breaches, reaching up to £17.5 million or 4% of global turnover. The UK also has additional rules for law enforcement and national security-related data processing.
Intellectual Property
Patents
A summary of the Company’s issued patents and pending patent applications on March 31, 2025 is provided in the table below.
| Matter No. | Application/ Patent No. | Filing/ Issue Date | Title | Priority Information | Status | ||||||||||||
32742-166372 | 18/987,822 | 12/19/2024 | SYSTEMS AND PROCESSES FOR DIGITAL IDENTITY AUTHENTICATION VIA LOSSLESS FUZZY EXTRACTORS | 63/611,799 63/562,521 | PENDING Awaiting Examination | ||||||||||||
32742-164397 | 18/828,671 | 09/09/2024 | MULTI-FACTOR AUTHENTICATION USING TAMPER-RESISTANT BAND AND BIOMETRIC DATA | CON of PCT/US2024/04580 1 | PENDING | ||||||||||||
32742-165016 | PCT/US2024/045801 | 09/09/2024 | MULTI-FACTOR AUTHENTICATION USING TAMPER-RESISTANT BAND AND BIOMETRIC DATA | 63/581,409 | PENDING International Search Report issued | ||||||||||||
32742-164529 | 18/808,852 | 08/19/2024 | SEMI-SUPERVISED OR UNSUPERVISED SYSTEMS AND METHODS FOR BIOMETRIC PERSON RECOGNITION | 63/520,388 | PENDING Awaiting Examination | ||||||||||||
32742-164187 | 63/670,476 | 07/12/2024 | SYSTEMS, METHODS AND PROTOCOLS FOR ZERO KNOWLEDGE PROOF (ZKP) USER AUTHENTICATION | - | PENDING 07/12/2025 Non- Provisional Conversion Deadline | ||||||||||||
32742-163988 | 63/662,575 | 06/21/2024 | SYSTEMS AND METHODS FOR USING SMARTPHONE MOVEMENTS TO DETECT INJECTION ATTACKS IN REMOTE IDENTITY PROOFING | - | PENDING 06/21/2025 Non- Provisional Conversion Deadline | ||||||||||||
32742-163550 | 63/651,170 | 05/23/2024 | SYSTEMS AND PROCESSES FOR TRANSFORMING AND CALIBRATING PREDICTED AGE VALUES TO AGE CATEGORY PROBABILITIES | - | PENDING 05/23/2025 Non- Provisional Conversion Deadline | ||||||||||||
32742-162494 | 63/652,521 | 03/07/2024 | LOSSLESS FUZZY EXTRACTORS | - | PENDING 12/19/2024 NPA filed 03/24/2025 Non-Provisional Conversion Deadline (18/987,822 filed) | ||||||||||||
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| Matter No. | Application/ Patent No. | Filing/ Issue Date | Title | Priority Information | Status | ||||||||||||
| 32742-154085 | 18/164,090 | 02/03/2023 | METAPRESENCE SYSTEMS AND PROCESSES FOR USING SAME | 63/306,210 63/327,821 | PENDING Awaiting Examination | ||||||||||||
| 32742-145300 | 18/145,470 | 12/22/2022 | SYSTEMS AND PROCESSES FOR MULTIFACTOR AUTHENTICATION AND IDENTIFICATION | 17/230,684 (Continuation-in-Part) | PENDING Awaiting Examination | ||||||||||||
| 32742-153794 | 18/063,372 | 12/08/2022 | SHAPE OVERLAY FOR PROOF OF LIVENESS | 63/287,276 | PENDING 03/062025: Notice of allowance/Issue Fees Due (06/10/2025) | ||||||||||||
| 32742-148653 | 17/725,978 | 04/21/2022 | INTEROPERABLE BIOMETRIC REPRESENTATION | 63/177,494 | PENDING 01/27/2025: Notice of Allowance/Issue Fees Due (04/25/2025) | ||||||||||||
| 32742-151107 | 17/849,196 | 06/24/2022 | SYSTEMS AND METHODS FOR PASSIVE-SUBJECT LIVENESS VERIFICATION IN DIGITAL MEDIA | 16/855,606 | PENDING 02/05/2025: Response to Office Action Due (05/05/2025) | ||||||||||||
32742-161077 | 18/524,536 | 11/30/2023 | SYSTEMS AND PROCESSES FOR LOSSY BIOMETRIC REPRESENTATIONS | 16/841,269 | ABANDONED 01/03/2025 | ||||||||||||
| 32742-149248 | 17/745,270 | 05/16/2022 | SECURE REPRESENTATIONS OF AUTHENTICITY AND PROCESSES FOR USING SAME | 63/188,491 | ABANDONED 11/01/2024 | ||||||||||||
| 32742-147631 | 17/706,132 | 03/28/2022 | SYSTEMS AND METHODS FOR LIVENESS-VERIFIED IDENTITY AUTHENTICATION | 16/403,093 | ABANDONED 07/01/2024 | ||||||||||||
| 32742-142186 | 17/230,684 | 04/14/2021 | SYSTEMS AND PROCESSES FOR MULTIMODAL BIOMETRICS | 63/009,809 63/011,447 | ABANDONED 05/22/2023 | ||||||||||||
| 32742-141508 | 17/205,713 | 03/18/2021 | SYSTEMS AND PROCESSES FOR TRACKING HUMAN LOCATION AND TRAVEL VIA BIOMETRIC HASHING | 62/991,352 | ABANDONED 12/06/2023 | ||||||||||||
| 32742-147982 | 17/719,975 12,079,371 | 04/13/2022 09/03/2024 | PERSONALLY IDENTIFIABLE INFORMATION ENCODER | 63/174,405 | ISSUED 03/03/2028: First Maintenance Fee Due | ||||||||||||
| 32742-145019 | 17/401,504 11,972,637 | 08/13/2021 04/30/2024 | SYSTEMS AND METHODS FOR LIVENESS-VERIFIED, BIOMETRIC-BASED ENCRYPTION | 62/667,133 | ISSUED 10/30/2027: First Maintenance Fee Due | ||||||||||||
| 32742-142411 | 17/324,544 11,967,173 | 05/19/2021 04/23/2024 | FACE COVER-COMPATIBLE BIOMETRICS AND PROCESSES FOR GENERATING AND USING SAME | 63/027,072 | ISSUED 10/23/2027: First Maintenance Fee Due | ||||||||||||
| 32742-149163 | 17/702,355 11,886,618 | 03/23/2022 01/30/2024 | SYSTEMS AND PROCESSES FOR LOSSY BIOMETRIC REPRESENTATIONS | 16/841,269 | ISSUED 06/30/2028: First Maintenance Fee Due | ||||||||||||
| 32742-145020 | 17/401,508 11,729,263 | 08/13/2021 08/15/2023 | SYSTEMS AND METHODS FOR IDENTITY VERIFICATION VIA THIRD PARTY ACCOUNTS | 62/486,210 | ISSUED 02/15/2027: First Maintenance Fee Due | ||||||||||||
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| Matter No. | Application/ Patent No. | Filing/ Issue Date | Title | Priority Information | Status | ||||||||||||
| 32742-149165 | 17/702,366 11,741,263 | 03/23/2022 08/29/2023 | SYSTEMS AND PROCESSES FOR LOSSY BIOMETRIC REPRESENTATIONS | 16/841,269 | ISSUED 02/28/2027: First Maintenance Fee Due | ||||||||||||
| 32742-130397 | 16/406,978 11,496,315 | 05/08/2019 11/28/2022 | SYSTEMS AND METHODS FOR ENHANCED HASH TRANSFORMS | 62/668,610 | ISSUED 05/08/2026: First Maintenance Fee Due | ||||||||||||
| 32742-130398 | 16/403,093 11,288,530 | 05/03/2019 03/29/2022 | SYSTEMS AND METHODS FOR LIVENESS-VERIFIED IDENTITY AUTHENTICATION | 62/667,130 | ISSUED 09/29/2025: First Maintenance Fee Due | ||||||||||||
| 32742-118398 | 15/342,994 10,924,473 | 11/03/2016 02/16/2021 | TRUST STAMP | 62/253,538 | ISSUED 08/16/2028: Second Maintenance Fee Due | ||||||||||||
| 32742-123473 | 15/955,270 11,095,631 | 04/17/2018 08/17/2021 | SYSTEMS AND METHODS FOR IDENTITY VERIFICATION VIA THIRD PARTY ACCOUNTS | 62/486,210 | ISSUED 02/19/2029: Second Maintenance Fee Due | ||||||||||||
| 32742-136046 | 16/855,576 11,263,439 | 04/22/2020 03/01/2022 | SYSTEMS AND METHODS FOR PASSIVE-SUBJECT LIVENESS VERIFICATION IN DIGITAL MEDIA | 15/782,940 | ISSUED 09/01/2025 First Maintenance Fee Due | ||||||||||||
| 32742-136047 | 16/855,580 11,244,152 | 04/22/2020 02/08/2022 | SYSTEMS AND METHODS FOR PASSIVE-SUBJECT LIVENESS VERIFICATION IN DIGITAL MEDIA | 15/782,940 | ISSUED 08/08/2025 First Maintenance Fee Due | ||||||||||||
| 32742-136048 | 16/855,588 11,263,440 | 04/22/2020 03/01/2022 | SYSTEMS AND METHODS FOR PASSIVE-SUBJECT LIVENESS VERIFICATION IN DIGITAL MEDIA | 15/782,940 | ISSUED 09/01/2025: First Maintenance Fee Due | ||||||||||||
| 32742-136049 | 16/855,594 11,263,441 | 04/22/2020 03/01/2022 | SYSTEMS AND METHODS FOR PASSIVE-SUBJECT LIVENESS VERIFICATION IN DIGITAL MEDIA | 15/782,940 | ISSUED 09/01/2025: First Maintenance Fee Due | ||||||||||||
| 32742-136050 | 16/855,598 11,263,442 | 04/22/2020 03/01/2022 | SYSTEMS AND METHODS FOR PASSIVE-SUBJECT LIVENESS VERIFICATION IN DIGITAL MEDIA | 15/782,940 | ISSUED 09/01/2025: First Maintenance Fee Due | ||||||||||||
| 32742-136051 | 16/855,606 11,373,449 | 04/22/2020 06/28/2022 | SYSTEMS AND METHODS FOR PASSIVE-SUBJECT LIVENESS VERIFICATION IN DIGITAL MEDIA | 15/782,940 | ISSUED 12/28/2025 First Maintenance Fee Due | ||||||||||||
| 32742-130399 | 16/403,106 11,093,771 | 05/03/2019 08/17/2021 | SYSTEMS AND METHODS FOR LIVENESS-VERIFIED, BIOMETRIC-BASED ENCRYPTION | 62/667,133 | ISSUED 02/17/2029: Second Maintenance Fee Due | ||||||||||||
| 32742-135668 | 16/841,269 11,301,586 | 04/06/2020 04/12/2022 | SYSTEMS AND PROCESSES FOR LOSSY BIOMETRIC REPRESENTATIONS | 62/829,825 | ISSUED 10/12/2025 First Maintenance Fee Due | ||||||||||||
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| Matter No. | Application/ Patent No. | Filing/ Issue Date | Title | Priority Information | Status | ||||||||||||
| 32742-118149 | 15/782,940 10,635,894 | 10/13/2017 04/28/2020 | SYSTEMS AND METHODS FOR PASSIVE-SUBJECT LIVENESS VERIFICATION IN DIGITAL MEDIA | 62/407,717 62/407,852 62/407,693 | ISSUED 10/28/2027: Second Maintenance Fee Due | ||||||||||||
| 32742-152907 | 17/966,355 11,681,787 | 10/14/2022 06/20/2023 | OWNERSHIP VALIDATION FOR CRYPTOGRAPHIC ASSET CONTRACTS USING IRREVERSIBLY TRANSFORMED IDENTITY TOKENS | 63/256,347 | ISSUED 12/20/2026: First Maintenance Fee Due | ||||||||||||
| 32742-139681 | 17/109,693 11,711,216 | 12/02/2020 07/25/2023 | SYSTEMS AND METHODS FOR PRIVACY-SECURED BIOMETRIC IDENTIFICATION AND VERIFICATION | 62/942,311 | ISSUED 01/25/2027: First Maintenance Fee Due | ||||||||||||
| 32742-149164 | 17/702,361 11,861,043 | 03/23/2022 01/02/2024 | SYSTEMS AND PROCESSES FOR LOSSY BIOMETRIC REPRESENTATIONS | 16/841,269 | ISSUED 07/02/2027 First Maintenance Fee Due | ||||||||||||
| 32742-153065 | 17/956,190 11,936,790 | 09/29/2022 03/19/2024 | SYSTEMS AND METHODS FOR ENHANCED HASH TRANSFORMS | 16/406,978 | ISSUED 09/20/2027: First Maintenance Fee Due | ||||||||||||
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Trademarks
The following is a summary of Trust Stamp’s issued and pending Trademarks as of March 31, 2025.
| Serial / Registration Number | Filing Date | Trademark | Country | Status | ||||||||||
98/379,747 7,608,235 | 1/29/2024 12/17/2024 | THE PRIVACY FIRST IDENTITY COMPANY | US | REGISTERED Section 8&9 Renewal Due: 12/17/2030 | ||||||||||
97/892,087 N/A | 04/17/2023 N/A | TRUSTED CHAT | US | PENDING Statement of Use or 3rd Request for Extension Due: 04/17/2025 | ||||||||||
97/894,011 N/A | 04/18/2023 N/A |  | US | PENDING Statement of use or 3rd Request for Extension Due: 04/17/2025 | ||||||||||
| 97/613,025 N/A | 06/29/2022 N/A | ALTERNATIVES TO DETENTION | US | PENDING APPLICATION Statement of use or 3rd Request for Extension Due: 04/17/2025 | ||||||||||
97/276,205 7,503,036 | 02/21/2022 09/10/2024 | PRIVTECH CERTIFIED | US | REGISTERED Section 8 & 9 Renewal Due: 09/10/2030 | ||||||||||
| 87/411,586 5,329,048 | 04/14/2017 11/07/2017 | TRUST STAMP | US | REGISTERED Section 8 & 9 Renewal Due: 11/08/2027 | ||||||||||
| 87/852,642 5,932,877 | 03/27/2018 12/10/2019 | TRUSTED MAIL | US | REGISTERED Section 8 & 15 Renewal Due: 12/10/2025 | ||||||||||
| 88/256,534 6,103,860 | 01/10/2019 07/14/2020 | IDENTITY LAKE | US | REGISTERED Section 8 & 15 Renewal Due: 07/14/2026 | ||||||||||
| 88/708,795 6,252,645 | 11/27/2019 01/19/2021 | MYHASH | US | REGISTERED Section 8&15 Renewal Due: 01/19/2027 | ||||||||||
| 88/709,274 6,252,649 | 11/27/2019 01/19/2021 | TRUSTED PRESENCE | US | REGISTERED Section 8&15 Renewal Due: 01/19/2027 | ||||||||||
| 90/041,950 6,494,610 | 07/08/2020 09/21/2021 | TRUSTED PAYMENTS | US | REGISTERED Section 8 & 15 Renewal Due: 09/21/2027 | ||||||||||
| 88/674,108 6,775,329 | 10/30/2019 06/28/2022 | TRUSTCARD | US | REGISTERED Section 8 & 15 Renewal Due: 06/28/2028 | ||||||||||
| 97/101,273 6,965,728 | 10/31/2021 01/24/2023 | METAPRESENCE | US | REGISTERED Renewal Due: 01/24/2029 | ||||||||||
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The Company added 6 patents and 1 trademark during the year ended December 31, 2024. The patents issued during the year ended December 31, 2024 increased our total number of patents to 23 and include:
•On January 2, 2024, the Company received Notice of Issuance for a patent that is a continuation of “Systems and Processes for Lossy Biometric Representation.” This patent is a continuation addresses a long-felt but unresolved need for a system or process that can transform size-variant, personally-identifying biometric templates into fixed-size, privacy-secured representations, while maintaining sufficiently accurate biometric matching capabilities.
•On January 30, 2024, the Company received Notice of Issuance for a patent that is a continuation of “Systems and Processes for Lossy Biometric Representation.” This technology provides a system or process that can transform size-variant, personally-identifying biometric templates into fixed-size, privacy-secured representations, while maintaining sufficiently accurate biometric matching capabilities.
•On March 19, 2024, the Company received Notice of Issuance for a patent entitled “Systems and Methods for Enhanced Hash Transforms.” Conventional cryptographic hashing techniques generally include functions that generate unique signatures given a piece of data, accepting binary strings of characters as an input, and producing a string (e.g., a digital signature) as an output. Our new patent addresses the need for improved techniques for securely handling sensitive data.
•On April 23, 2024, the Company received Notice of Issuance for a patent entitled “Face Cover-compatible Biometrics and Processes for Generating and Using Same.” which allows for enrollment of biometric information from individuals wearing face coverings such that subsequent biometric identification and verification processes may not require the individuals to remove their face coverings.
•On April 30, 2024, the Company received Notice of Issuance for a patent entitled “Systems and Methods for Liveness-verified, Biometric-based Encryption.” This patent fulfills a long-felt but unresolved need for a system or method that permits encryption/decryption based on liveness-verified biometric data that cannot be stolen or spoofed.
•On September 3, 2024, the Company received Notice of Issuance by the US Patent of Trademark Office of Patent No. 17/719,975 entitled, “Personal Identifiable Information Encoder." This technology provides the means to maintain the essential utility of PII without storing highly sensitive data. Anyone processing or storing PII should embrace this technology to fulfill their data protection obligations and mitigate damage and losses in the event of a data breach.”
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Subsidiaries and Affiliates
Given the geographic diversity of our team and to facilitate cost-effective administration, Trust Stamp conducts various aspects of its operations through subsidiaries. All subsidiaries share resources across the entire Trust Stamp organization. The officers and directors of Trust Stamp have influence over the operations of all subsidiaries and employees across jurisdictions. Only one of our subsidiaries, Biometric Innovations Limited, has its own management team.
T Stamp Inc. Corporate Structure Chart
Operational Subsidiaries
Biometric Innovations Limited. (formerly “Trust Stamp Fintech Limited”). Biometric Innovations Limited is our Company’s United Kingdom ("UK") operating subsidiary. It was established to act as the contracting entity for development contractors in the UK, and it has its own board and management team. The purpose of this entity was to establish beachhead operations in the country to service a contract entered by the Company with the National Association of Realtors and Property Mark. This entity serves as a sales and marketing function for the product “NAEA” which was developed for the contract between the listed parties. On June 11, 2020, the Company entered into a stock exchange transaction with Biometric Innovations Limited, becoming a 100% owner of the entity. The stock exchange transaction was not pursuant to any formal written agreement.
Trust Stamp Malta Limited. Trust Stamp Malta Limited is a wholly owned subsidiary of T Stamp Inc. It operates an R&D campus in the Republic of Malta, for which it has entered into a lease with a local commercial landlord in Malta, Vassallo Group Realty Ltd. The goal of Trust Stamp Malta Limited is to advance our biometric authentication technology. As part of the creation of this entity, we entered into an agreement with the government of Republic of Malta for a repayable advance of up to €800,000 to cover 75% of the first 24 months of payroll costs for any employee who begins 36 months from the execution of the agreement on July 8, 2020.
Trust Stamp Rwanda Limited. Trust Stamp Malta Limited established Trust Stamp Rwanda Limited and in April 2021 opened an office in Kigali, Rwanda. It operates as an R&D campus together with a back-office facility for the purpose of the Company's expansion into Africa.
Trust Stamp Denmark ApS. Trust Stamp established Trust Stamp Denmark ApS on June 6, 2021 as a wholly owned subsidiary in Copenhagen, Denmark. Trust Stamp Denmark ApS focuses on developing and marketing GDPR compliant products in the European Union from a strategic Danish base that can passport authorized products throughout the European Union. In furtherance of that goal, Trust Stamp Denmark ApS has obtained D-Seal Certification.
Quantum Foundation. Trust Stamp Malta Limited established Quantum Foundation on October 13, 2022 as a wholly-owned subsidiary in the Republic of Malta. The purpose of the entity is to support the development of early-stage leading edge technology companies in the Republic of Malta.
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Non-Operational Subsidiaries
Tstamp Incentive Holdings. On April 9, 2019, management created a new entity, Tstamp Incentive Holdings (“TSIH”) to which the Company issued 21,368 shares of Class A Common Stock that the Board of Directors of TSIH could use for employee stock awards in the future. The purpose of the entity was to provide an analogous structure to a traditional stock incentive plan. As of December 31, 2024 and the date of this report, no shares of Class A Common Stock are held by TSIH as all shares have been issued pursuant to employee Restricted Stock Units. The Company has completed the process of administratively dissolving TSIH with the dissolution was effective February 13, 2025.
Trusted Mail Inc. The Company established Trusted Mail Inc. for development of an encrypted e-mail product (Trusted Mail ®) using the Company’s facial recognition technology. Trusted Mail technology is held by Trusted Mail, Inc., which is a majority-owned subsidiary of Trust Stamp Inc.. The remainder of Trust Mail Inc. is owned by FSH Capital, LLC and Second Century Ventures, which are related parties of the Company. As of the date of this report, this entity has no operations, and is essentially dormant.
Cheltenham AI LTD. The Company established Chelthenham AI LTD on July 29, 2019 as a UK private limited company to provide AI services in the UK. As of the date of this report, this entity has no operations and is essentially dormant.
Finnovation LLC. The Company established Finnovation LLC to provide an innovative FinTech, Blockchain and Digital Identity innovation incubator. As of the date of this report, this entity has no operations and is essentially dormant.
TSI GovTech Corporation. Trust Stamp established TSI GovTech Corporation to contract for data management and server operations in Canada. As of the date of this report, this entity has no operations and is essentially dormant.
Global Server Management Inc. The Company established Global Server Management Inc. to contract for data management and server operations in Canada. As of the date of this report, this entity has no operations and is essentially dormant.
Trust Stamp Nigeria Limited. Trust Stamp Malta Limited established Trust Stamp Nigeria Limited on January 31, 2024 as a wholly-owned subsidiary in Lagos, Nigeria. The establishment of the entity is aimed at exploring business opportunities and conducting operations in Nigeria. As of the date of this report, this entity has no operations and is essentially dormant.
Available Information
Our website is www.truststamp.ai. As soon as reasonably practicable after such material is electronically filed or furnished to the Securities and Exchange Commission ("SEC"), our annual reports, quarterly reports, and current reports on form 8-K and all amendments to those reports are available on this website, free of charge.
Alternatively, you may access these reports at the SEC’s website at www.sec.gov.
Item 1A. Risk Factors
The SEC requires the Company to identify risks that are specific to its business and its financial condition. The Company is still subject to all the same risks as companies in its business, and all companies in the economy. These include risks relating to economic downturns, political and economic events, and technological developments (such as cyber-attacks and the ability to prevent such attacks). Additionally, early-stage companies are inherently riskier than more developed companies, and the risk of business failure and complete loss of your investment capital is present. You should consider general risks as well as specific risks when deciding whether to invest.
Below is a summary of material risks, uncertainties and other factors that could have a material effect on the Company and its operations:
•We are a comparatively early-stage company that has incurred operating losses in the past, expect to incur operating losses in the future, and may never achieve or maintain profitability.
•Our technology continues to be developed, and there is no guarantee that we will ever successfully develop the technology that is essential to our business to a point at which no further development is needed.
•We may be subject to numerous data protection requirements and regulations.
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•We operate in a highly competitive industry that is dominated by a number of exceptionally large, well-capitalized market leaders and the size and resources of some of our competitors may allow them to compete more effectively than we can.
•We rely on third parties to provide services essential to the success of our business.
•We currently have three customers that account for substantially all of our revenues.
•We expect to raise additional capital through equity and/or debt offerings to support our working capital requirements and operating losses.
•Our auditor has included an “Emphasis of Matter Regarding Liquidity” note in its report on our consolidated financial statements for the year ended December 31, 2024. Our consolidated financial statements do not include any adjustments that may result from the outcome of this uncertainty.
•As the vast majority of our revenue is US Dollar denominated and a significant percentage of our expenses are incurred in other currencies, we are subject to risks relating to foreign currency fluctuations.
Risks Related to Our Company
We have a limited operating history upon which you can evaluate our performance and have not yet generated profits. Accordingly, our prospects must be considered in light of the risks that any new company encounters. Our Company was incorporated under the laws of the State of Delaware on April 11, 2016, and we have not yet generated profits. The likelihood of our creation of a viable business must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with the growth of a business, operation in a competitive industry, and the continued development of our technology and products. We anticipate that our operating expenses will increase for the near future, and there is no assurance that we will be profitable in the near future. You should consider our business, operations, and prospects in light of the risks, expenses and challenges faced as an emerging growth company.
We have historically operated at a loss, which has resulted in an accumulated deficit. For the fiscal year ended December 31, 2024, we incurred a net loss of $12.54 million, compared to a net loss of $7.64 million for the fiscal year ended December 31, 2023. There can be no assurance that we will ever achieve profitability. Even if we do, there can be no assurance that we will be able to maintain or increase profitability on a quarterly or annual basis. Failure to do so would continue to have a material adverse effect on our accumulated deficit, would affect our cash flows, would affect our efforts to raise capital and is likely to result in a decline in our Class A Common Stock price.
Our consolidated financial statements for the fiscal year ended December 31, 2024 have been prepared on a going concern basis. We have not yet generated profits and have an accumulated deficit of $61.46 million as of December 31, 2024. We may not have enough funds to sustain the business until it becomes profitable. Even if we raise additional funding through future financing efforts, we may not accurately anticipate how quickly we may use such funds and whether such funds would be sufficient to bring the business to profitability. The Company’s ability to continue as a going concern in the next twelve months following the date of the consolidated financial statements is dependent upon its ability to produce revenues and/or obtain financing sufficient to meet current and future obligations and deploy such to produce profitable operating results.
Our cash could be adversely affected if the financial institutions in which we hold our cash fail. The Company maintains domestic cash deposits in Federal Deposit Insurance Corporation (“FDIC”) insured banks. The domestic bank deposit balances may exceed the FDIC insurance limits. In addition, given the foreign markets we serve, we maintain cash deposits in foreign banks, some of which are not insured or partially insured by the FDIC or other similar agency. These balances could be impacted if one or more of the financial institutions in which we deposit monies fails or is subject to other adverse conditions in the financial or credit markets.
Our technology continues to be developed, and it is unlikely that we will ever develop our technology to a point at which no further development is required. Trust Stamp is developing complex technology that requires significant technical and regulatory expertise to develop, commercialize and update to meet evolving market and regulatory requirements. While we constantly monitor and adapt our products and technology as criminal methods of breaching cybersecurity advance, there is no guarantee we will consistently be able to develop technology that can effectively counteract such criminal efforts. If we are unable to successfully develop and commercialize our technology and products, it will significantly affect our viability as a company.
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If our security measures are breached or unauthorized access to individually identifiable biometric or other personally identifiable information is otherwise obtained, our reputation may be harmed, and we may incur significant liabilities. In the ordinary course of our business, we may collect and store sensitive data, including protected health information (“PHI”) and personally identifiable information (“PII”), that is owned or controlled by ourselves or our customers, and other parties. We communicate sensitive data, including patient data, electronically, and through relationships with multiple third-party vendors and their subcontractors. These applications and data encompass a wide variety of business-critical information, including research and development information, patient data, commercial information, and business and financial information. We face a number of risks relative to protecting this critical information, including loss of access risk, inappropriate use or disclosure, inappropriate modification, and the risk of our being unable to adequately monitor, audit, and modify our controls over our critical information. This risk extends to the third-party vendors and subcontractors we use to manage this sensitive data. As a custodian of this data, Trust Stamp therefore inherits responsibilities related to this data, exposing itself to potential threats. Data breaches occur at all levels of corporate sophistication (including at companies with significantly greater resources and security measures than our own) and the resulting fallout stemming from these breaches can be costly, time-consuming, and damaging to a company’s reputation. Further, data breaches need not occur from malicious attack or phishing only. Often, employee carelessness can result in sharing PII with a much wider audience than intended. Consequences of such data breaches could result in fines, litigation expenses, costs of implementing better systems, and the damage of negative publicity, all of which could have a material adverse effect on our business operations and financial condition.
We are subject to substantial governmental regulation relating to our technology and will continue to be for the lifetime of our Company. By virtue of handling sensitive PII and biometric data, we are subject to numerous statutes related to data privacy and additional legislation and regulation should be anticipated in every jurisdiction in which we operate. Examples of federal (US) and European statutes we could be subject to are:
•Health Insurance Portability and Accountability Act (HIPAA)
•Health Information Technology for Economic and Clinical Health Act (HITECH)
Any such access, breach, or other loss of information could result in legal claims or proceedings, liability under federal or state laws that protect the privacy of personal information under HIPAA and/or “HITECH”. Notice of breaches must be made to affected individuals, the Secretary of the Department of Health and Human Services (“HHS”), and for extensive breaches, notice may need to be made to the media or state attorneys general. Penalties for violations of these laws vary. For instance, penalties for failure to comply with a requirement of HIPAA and HITECH vary significantly, and include significant civil monetary penalties and, in certain circumstances, criminal penalties with fines up to $250,000 per violation and/or imprisonment. A person who knowingly obtains or discloses individually identifiable health information in violation of HIPAA may face a criminal penalty of up to $50,000 and up to one-year imprisonment. The criminal penalties increase if the wrongful conduct involves false pretenses or the intent to sell, transfer or use identifiable health information for commercial advantage, personal gain, or malicious harm.
Further, various states, such as California, have implemented similar privacy laws and regulations, such as the California Confidentiality of Medical Information Act, that impose restrictive requirements regulating the use and disclosure of health information and other personally identifiable information. Where state laws are more protective, we have to comply with the stricter provisions. In addition to fines and penalties imposed upon violators, some of these state laws also afford private rights of action to individuals who believe their personal information has been misused. California’s patient privacy laws, for example, provide for penalties of up to $250,000 and permit injured parties to sue for damages. The interplay of federal and state laws may be subject to varying interpretations by courts and government agencies, creating complex compliance issues for us and data we receive, use and share, potentially exposing us to additional expense, adverse publicity, and liability. Further, as regulatory focus on privacy issues continues to increase and laws and regulations concerning the protection of personal information expand and become more complex, these potential risks to our business could intensify. Changes in laws or regulations associated with the enhanced protection of certain types of sensitive data, such as PII or PHI, along with increased customer demands for enhanced data security infrastructure, could greatly increase our cost of providing our services, decrease demand for our services, reduce our revenues and/or subject us to additional liabilities.
Compliance with U.S. and international data protection laws and regulations could cause us to incur substantial costs or require us to change our business practices and compliance procedures in a manner adverse to our business. Moreover, complying with these various laws could require us to take on more onerous obligations in our contracts, restrict our ability to collect, use and disclose data, or in some cases, impact our ability to operate in certain jurisdictions. We rely on our customers to obtain valid and appropriate consents from data subjects whose biometric samples and data we process on
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such customers’ behalf. Given that we do not obtain direct consent from such data subjects and we do not audit our customers to ensure that they have obtained the necessary consents required by law, the failure of our customers to obtain consents that are in compliance with applicable law could result in our own non-compliance with privacy laws. Such failure to comply with U.S. and international data protection laws and regulations could result in government enforcement actions (which could include civil or criminal penalties), private litigation and/or adverse publicity and could negatively affect our operating results and business. Claims that we have violated individuals’ privacy rights, failed to comply with data protection laws, or breached our contractual obligations, even if we are not found liable, could be expensive and time consuming to defend, could result in adverse publicity and could have a material adverse effect on our business, financial condition and results of operations.
We anticipate sustaining operating losses for the foreseeable future. It is anticipated that we will sustain operating losses into 2025 as we continue with research and development, and strive to gain new customers for our technology and market share in our industry. Our ability to become profitable depends on our ability to expand our customer base, consisting of companies willing to license our technology. There can be no assurance that this will occur. Unanticipated problems and expenses are often encountered in offering new products which may impact whether the Company is successful. Furthermore, we may encounter substantial delays and unexpected expenses related to development, technological changes, marketing, regulatory requirements, and changes to such requirements or other unforeseen difficulties. There can be no assurance that we will ever become profitable. If the Company sustains losses over an extended period of time, it may be unable to continue in business.
If our products do not achieve broad acceptance both domestically and internationally, we will not be able to achieve our anticipated level of growth. Our revenues are derived from licensing our identity authentication solutions. We cannot accurately predict the future growth rate or the size of the market for our technology. The expansion of the market for our solutions depends on a number of factors, such as
•the cost, performance and reliability of our solutions and the products and services offered by our competitors;
•customers’ perceptions regarding the benefits of biometrics and other authentication solutions;
•public perceptions regarding the intrusiveness of these solutions and the manner in which organizations use biometric and other identity information collected;
•public perceptions regarding the confidentiality of private information;
•proposed or enacted legislation related to privacy of information;
•customers’ satisfaction with biometrics solutions; and
•marketing efforts and publicity regarding biometrics solutions.
Even if our technology gains wide market acceptance, our solutions may not adequately address market requirements and may not continue to gain market acceptance. If authentication solutions generally or our solutions specifically do not gain wide market acceptance, we may not be able to achieve our anticipated level of growth and our revenues and results of operations would suffer.
We operate in a highly competitive industry that is dominated by multiple very large, well-capitalized market leaders and is constantly evolving. New entrants to the market, existing competitor actions, or other changes in market dynamics could adversely impact us. The level of competition in the identity authentication industry is high, with multiple exceptionally large, well-capitalized competitors holding a majority share of the market. Currently, we are not aware of any direct competitors of the Company able to offer our main technological offering. Nonetheless, many of the companies in the identity authentication market have longer operating histories, larger customer bases, significantly greater financial, technological, sales, marketing, and other resources than we do. At any point, these companies may decide to devote their resources to creating a competing technology solution which will impact our ability to maintain or gain market share in this industry. Further, such companies will be able to respond more quickly than we can to new or changing opportunities, technologies, standards, or client requirements, more quickly develop new products or devote greater resources to the promotion and sale of their products and services than we can. Likewise, their greater capabilities in these areas may enable them to better withstand periodic downturns in the identity management solutions industry and compete more effectively on the basis of price and production. In addition, new companies may enter the markets in which we compete, further increasing competition in the identity management solutions industry.
We believe that our ability to compete successfully depends on a number of factors, including the type and quality of our products and the strength of our brand names, as well as many factors beyond our control. We may not be able to compete
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successfully against current or future competitors, and increased competition may result in price reductions, reduced profit margins, loss of market share and an inability to generate cash flows that are sufficient to maintain or expand the development and marketing of new products, any of which would adversely impact our results of operations and financial condition.
We face competition from companies with greater financial, technical, sales, marketing, and other resources, and, if we are unable to compete effectively with these competitors, our market share may decline, and our business could be harmed. We face competition from well established companies. Many of our competitors have longer operating histories, larger customer bases, significantly greater financial, technological, sales, marketing, and other resources than we do. As a result, our competitors may be able to respond more quickly than we can to new or changing opportunities, technologies, standards, or client requirements, more quickly develop new products or devote greater resources to the promotion and sale of their products and services than we can. Likewise, their greater capabilities in these areas may enable them to better withstand periodic downturns in the identity management solutions industry and compete more effectively on the basis of price and production. In addition, new companies may enter the markets in which we compete, further increasing competition in the identity management solutions industry.
We believe that our ability to compete successfully depends on a number of factors, including the type and quality of our products and the strength of our brand names, as well as many factors beyond our control. We may not be able to compete successfully against current or future competitors, and increased competition may result in price reductions, reduced profit margins, loss of market share and an inability to generate cash flows that are sufficient to maintain or expand the development and marketing of new products, any of which would adversely impact our results of operations and financial condition.
The Company may be unable to effectively protect its intellectual property. The Company has many issued patents related to its products and technology, and many pending patent applications as of the date of this report. There is no guarantee that the Company will ever be issued patents on the applications it has submitted. In addition, in order to control costs, we have filed patent applications only in the United States. This may result in our having limited or no protection in other jurisdictions. Our success depends to a significant degree upon the protection of our products and technology. If we are unable to secure patents for our products and technology, or are otherwise unsuccessful at protecting our technology, other companies with greater resources may copy our technology and/or products, or improve upon them, putting us at a disadvantage to our competitors.
Successful infringement claims against us could result in significant monetary liability or prevent us from selling some of our products. We believe our products and technology may be highly disruptive to a very large and growing market. Our competitors are well capitalized with significant intellectual property protection and resources and they (and/or patent trolls) may initiate infringement lawsuits against our Company. Such litigation could be expensive and could also prevent us from selling our products, which would significantly harm our ability to grow our business as planned.
Our failure to attract and retain highly qualified personnel in the future could harm our business. As the Company grows, it will be required to attract and retain additional qualified professionals, staff for research and development, regulatory professionals, sales and marketing professionals, accounting professionals, legal professionals, and finance experts. The Company may not be able to attract and retain qualified individuals for such positions, which will affect the Company’s ability to grow and expand its business.
We rely on third party service providers. Our third-party partners provide a variety of essential business functions, including hosting, contract labor, and others. It is possible that some of these third parties will fail to perform their services or will perform them in an unacceptable manner. If we encounter problems with one or more of these parties and they fail to perform to expectations, it could have a material adverse impact on the Company.
We currently have three customers that account for substantially all of our current revenues. During the Company’s technology stack development, we have focused on strong relationships with a number of significant partners and customers to guide the customer and product discovery process. As such, our historical financial results identify that for a number of years we generated substantially all of our revenue from those three customers.
In the opinion of our management, we would be able to continue operations without our current customers. However, the unanticipated loss of the Company’s current customers could have an adverse effect on the company’s financial position.
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We face risks related to distributing our products and services through channel partnerships, such as our partnership with FIS. When selling our products and services through indirect sales channels, such as through FIS, we are reliant on the efforts of those channel partners to successfully market and sell our products to end-customers. To the extent that FIS is unsuccessful at selling our products and services, our results of operations may suffer. Further, as of the date of this report, our only channel partnership is with FIS, which may increase the risk of harm to our Company if FIS is unsuccessful in selling our products and services. While we may seek to attract and retain additional indirect channel partners that will be able to market our products effectively and provide timely and cost-effective customer support and services, we may not succeed in doing so, and this could limit our ability to grow revenues and achieve profitability. Selling through channel partnerships is also a relatively new endeavor for us. Historically, we have generated a majority of sales through direct sales. Managing indirect sales channels may require more management attention than managing our direct sales force. If the indirect sales channels grow, management attention may be diverted, impairing our ability to execute other parts of our strategy.
We face risks related to our target customers. The majority of the customers that we are targeting are large organizations with complex and expansive operations. These kinds of companies often have long and often unpredictable enterprise sales cycles, which can result in significant time and effort to close a deal with those companies (and there is no guarantee that a deal will occur). This can make sales forecasting difficult for our Company, which can lead to operational challenges. For example, we often need to hire staff ahead of closing on a new client contract to be ready to perform if and when the contract closes. If we are unable to effectively forecast sales, we may incur unnecessary or avoidable expenses, or exhaust our cash reserves, which could have a material negative impact on our Company’s financial condition and results of operations.
Our future success is dependent on the continued service of our small management team. Seven directors and four executive officers provide leadership to Trust Stamp. Three of the directors are also executive officers. Our success is dependent on their ability to manage all aspects of our business effectively. Because we are relying on our small management team, we lack certain business development resources that may hurt our ability to grow our business. Any loss of key members of our executive team could have a negative impact on our ability to manage and grow our business effectively. We do not maintain a key person life insurance policy on any of the members of our senior management team. As a result, we would have no way to cover the financial loss if we were to lose the services of our directors or officers.
We expect to raise additional capital through equity and/or debt offerings to support our working capital requirements and operating losses. In order to fund future growth and development, the Company will likely need to raise additional funds in the future by offering shares of its Common or Preferred Stock and/or other classes of equity, or debt that convert into shares of Common or Preferred Stock, any of which offerings would dilute the ownership percentage of investors in this offering. In order to issue sufficient shares in this regard, we may be required to amend our certificate of incorporation to increase our authorized capital stock, which would require us to obtain consent of a majority of our shareholders. Furthermore, if the Company raises capital through debt, the holders of our debt would have priority over holders of Common and Preferred Stock and the Company may be required to accept terms that restrict its ability to incur more debt. We cannot assure you that the necessary funds will be available on a timely basis, on favorable terms, or at all, or that such funds if raised, would be sufficient. The level and timing of future expenditure will depend on a number of factors, many of which are outside our control. If we are not able to obtain additional capital on acceptable terms, or at all, we may be forced to curtail or abandon our growth plans, which could adversely impact the Company, its business, development, financial condition, operating results, or prospects.
We are subject to risks related to foreign currency exchange rates. We operate on a global basis. We have operations (through our subsidiaries and/or directly) in many foreign countries and territories, including, but not limited to, United Kingdom, Poland, Rwanda, Denmark, and the Republic of Malta. The translation from any currencies to United States Dollars for financial statement presentation resulted in a foreign currency loss of $5 thousand for the year ended December 31, 2024, and $0 loss for the year ended December 31, 2023. As of June 30, 2022, the Company determined that there was currently no intention to settle intercompany accounts in the foreseeable future; therefore, beginning in June 30, 2022, future fluctuations in foreign currencies between the Company and its subsidiaries are recorded to Accumulated other comprehensive income on the balance sheet instead of Other expense. The translation from any currencies to United States Dollars for financial statement presentation resulted in Accumulated other comprehensive income of $181 thousand as of December 31, 2024, and $140 thousand as of December 31, 2023. Foreign currency translation losses, coupled with varying inflation rates across the countries we operate in, could have a material adverse effect on our business.
We are an emerging growth company, and the reduced reporting requirements applicable to emerging growth companies could make our Class A Common Stock less attractive to investors. We are an emerging growth company, as
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defined in the Jumpstart Our Business Startups Act (the "JOBS Act"). For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, exemptions from the requirements of holding non-binding advisory votes on executive compensation and stockholder approval of any golden parachute payments not previously approved, and an exemption from compliance with the requirement of the PCAOB regarding the communication of critical audit matters in the auditor’s report on the consolidated financial statements. We could be an emerging growth company for up to five years following the year in which we completed our IPO, although circumstances could cause us to lose that status earlier. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the date of the closing of our IPO, (b) in which we have total annual gross revenue of at least $1.07 billion or (c) in which we are deemed to be a large accelerated filer, which requires the market value of our common stock that are held by non-affiliates to exceed $700.00 million as of the prior June 30th, and (2) the date on which we have issued more than $1.00 billion in non-convertible debt during the prior three-year period.
In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our consolidated financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.
We cannot predict if investors will find our Class A Common Stock less attractive because we may rely on the reporting exemptions and the extended transition period for complying with new or revised accounting standards. If some investors find our Class A Common Stock less attractive as a result, there may be a less active trading market for our Class A Common Stock and our share price may be more volatile.
Our internal controls over financial reporting and our disclosure controls and procedures may not prevent all possible errors that could occur. Our management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Ensuring that we have adequate internal financial and accounting controls and procedures in place to produce accurate financial statements on a timely basis is a costly and time-consuming effort that needs to be re-evaluated frequently. Failure on our part to have effective internal financial and accounting controls would cause our financial reporting to be unreliable, could have a material adverse effect on our business, operating results, and financial condition, and could cause the trading price of our common stock to fall dramatically.
A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be satisfied. Internal control over financial reporting and disclosure controls and procedures are designed to give a reasonable assurance that they are effective to achieve their objectives. We cannot provide absolute assurance that all of our possible future control issues will be detected. These inherent limitations include the possibility that judgments in our decision making can be faulty, and that isolated breakdowns can occur because of simple human error or mistake. The design of our system of controls is based in part upon assumptions about the likelihood of future events, and there can be no assurance that any design will succeed absolutely in achieving our stated goals under all potential future or unforeseeable conditions. Because of the inherent limitations in a cost-effective control system, misstatements due to error could occur and not be detected. This and any future failures could cause investors to lose confidence in our reported financial information, which could have a negative impact on our financial condition and stock price.
In future periods, if the process required by Section 404 of the Sarbanes-Oxley Act reveals any material weaknesses or significant deficiencies, the correction of any such material weaknesses or significant deficiencies could require remedial measures which could be costly and time-consuming. In addition, in such a case, we may be unable to produce accurate financial statements on a timely basis. Any associated accounting restatement could create a significant strain on our internal resources and cause delays in our release of quarterly or annual financial results and the filing of related reports, increase our costs and cause management distraction. Any of the foregoing could cause investors to lose confidence in the
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reliability of our financial statements, which could cause the market price of our common stock to decline and make it more difficult for us to finance our operations and growth.
Management identified certain material weaknesses relating to corporate finance and accounting, resulting in the Company not maintaining effective internal controls over financial reporting as of the year ended December 31, 2024. Management identified certain material weaknesses relating to corporate finance and accounting, resulting in the Company not maintaining effective internal controls over financial reporting as of the year ended December 31, 2024. As a result, the Company has not maintained effective internal controls over financial reporting as required for a public company. The resulting material weakness relates to proper design and implementation of controls over management’s review of the Company’s accounting for and recording of complex equity transactions. The failure to establish effective internal controls left us without the ability to properly account for important transactions accurately, to reliably compile our financial information, and significantly impaired our ability to prevent error and detect fraud. In response to these identified material weaknesses, in the fourth quarter of 2024 and first quarter of 2025, the Company has established additional operational processes to prevent the incorrect recording of stock-based awards. Such additional operational processes that have been established relating to recording of complex equity transactions include, but are not limited to:
•Enhanced review with multiple layers for all equity transactions to ensure that the calculations are correct and match the terms in corresponding agreement.
•Augmented our existing resources with additional consultants to assist in the analysis and recording of complex accounting transactions.
•Implemented multiple tiers of checks and reviews between data entry in our internal records and the use of such data to calculate complex equity transaction entries for our financial statements.
The Company’s management recently implemented internal control processes adopted in response to the identified material weaknesses specifically related to complex equity transactions and believe the procedures will address the identified material weakness. However, the implemented and enhanced controls have not operated for a sufficient period of time to demonstrate that the material weakness was remediated as of the date of this report.
Item 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
Risk Management and Strategy
We review cybersecurity risk as part of our overall enterprise risk management program with a goal of ensuring that cybersecurity risk management remains a top priority in our business strategy and operations.
Our risk management strategy includes, among other elements:
•Identification: We aim to proactively identify sources of risk, areas of impact, and relevant events that could give rise to cybersecurity risks, such as changes to our infrastructure, service providers, or personnel.
•Assessment: We conduct periodic risk assessments to identify cybersecurity threats. We also conduct likelihood and impact assessments with the goal of identifying reasonably foreseeable internal and external risks, the likelihood and potential damage that could result from such risks, and the sufficiency of existing policies, procedures, systems, and safeguards in place to manage such risks.
•Management: Following our risk assessments, we design and implement reasonable safeguards to address any identified gaps in our existing processes and procedures.
We engage third parties, including consultants and auditors, to evaluate the effectiveness of our risk management program, control environment, and cybersecurity practices through security audits, penetration testing, and other engagements.
Trust Stamp has adopted an Information Security Incident Response Plan that establishes policy and protocol to follow in response to an information security incident or event impacting Trust Stamp. This policy applies to all Trust Stamp
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employees holding management responsibilities. Incidents are reported by users via various methods including verbally, email, or other methods. The Development Operations team via the Chief Technology Officer or Executive Vice President is the main point of contact for technical support issues. It is to be expected that potential security incidents will be raised through this channel.
Board of Director's Governance
Management's Governance
The Company has established clear criteria for determining the materiality of cybersecurity incidents, which include assessing potential or actual financial impacts, reputational damage, and operational disruptions. Documented incidents are meticulously recorded, detailing their nature, scope, and financial implications, ensuring transparency and accountability. The timeliness of Form 8-K filings following material cybersecurity incidents is strictly adhered to, with a thorough process in place for documenting any reasons for delayed disclosures. This ensures compliance with SEC requirements and maintains stakeholder confidence in the Company's cybersecurity posture.
Item 2. Properties
The Company contracts for use of office space at 3017 Bolling Way NE, Floor 2, Atlanta, Georgia, 30305, United States of America, which serves as its corporate headquarters and primary operational hub. The Company also leases office space (through a subsidiary) in Malta, which primarily serves as a research and development space. The Company contracts for coworking arrangements in other office spaces (either directly or through its subsidiaries) in North Carolina, Denmark and Rwanda to support its dispersed workforce. Minimum lease commitments related to these agreements are described in Note 13 to the consolidated financial statements provided under Item 8 of this report. We believe our existing properties are in good condition and are sufficient and suitable for the conduct of our business.
Item 3. Legal Proceedings
From time to time, the Company may be involved in a variety of legal matters that arise in the normal course of business. The Company is not currently involved in any litigation, and its management is not aware of any pending or threatened legal actions relating to its intellectual property, conduct of its business activities, or otherwise. See “Risk Factors” for a summary of risks our Company may face in relation to litigation against our Company.
Item 4. Mine Safety Disclosures
Not applicable.
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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Common Stock
As of December 31, 2024 and 2023, our Class A Common Stock is traded on the Nasdaq Capital Market ("Nasdaq") under the symbol “IDAI”. Trust Stamp received approval from Nasdaq to have our Class A Common Stock listed on the Nasdaq Capital Market under the symbol “IDAI” with trading commencing on January 31, 2022.
Holders
As of March 28, 2025, there were approximately 2,746 registered holders of record of our Class A Common Stock and the last reported sale price of our Class A Common Stock on the Nasdaq was $1.98 per share on March 28, 2025.
The number of shares of our Class A Common Stock that are freely tradable as of March 28, 2025 was 1,819,690.
Performance Graph
We are a smaller reporting company, as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
Dividend Policy
To date, we have not paid any dividends on our Class A Common Stock and do not anticipate paying any dividends in the foreseeable future. The declaration and payment of dividends on the Class A Common Stock is at the discretion of the Board and will depend on, among other things, our operating results, financial condition, capital requirements, contractual restrictions, or such other factors as the Board may deem relevant. We currently expect to use all available funds to finance the future development and expansion of our business.
Securities Authorized for Issuance Under Equity Compensation Plans
On April 9, 2019, management created a new entity, Tstamp Incentive Holdings (“TSIH”) to which the Company issued 21,368 shares of Class A Common Stock that the Board of Directors of TSIH could use for employee stock awards in the future. The purpose of the entity was to provide an analogous structure to a traditional stock incentive plan. As of December 31, 2024 and the date of this report, no shares of Class A Common Stock are held by TSIH as all shares have been issued pursuant to employee Restricted Stock Units. The Company has completed the process of administratively dissolving TSIH with the dissolution was effective February 13, 2025.
Executive Compensation Philosophy
The Board of Directors determines the compensation given to our executive officers in their sole discretion. The Board reserves the right to pay our executives or any future executives a salary, and/or issue them shares of Class A Common Stock issued in consideration for services rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive officer’s performance. This package may also include long-term stock-based compensation to certain executives, which is intended to align the performance of our executives with our long-term business strategies. Additionally, the Board of Directors has granted and reserves the right to grant performance-based equity awards in the future, if the Board of Directors in its sole determination believes such grants would be in our best interests.
Incentive Bonus
The Board of Directors may grant incentive bonuses to our executive officers and/or future executive officers in its sole discretion, if the Board believes such bonuses are in our best interest, after analyzing our current business objectives and growth, if any, and the amount of revenue we are able to generate each month, as revenue is a direct result of the actions and ability of such executives.
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Long-Term, Stock Based Compensation
In order to attract, retain and motivate executive talent necessary to support the Company's long-term business strategy we may award our executives and any future executives with long-term, stock-based compensation in the future, at the sole discretion of the Board.
Recent Sales of Unregistered Securities:
| Offering Type | Intermediary | Date Commenced | Number of shares issued * | Class of Securities | Proceeds Raised | Use of Proceeds | Date Closed (if Open, N/A) | |||||||||||||||||||||||||||||||||||||
| 2022 Reg A | N/A | 01/26/2022 | 190 | Shares of Class A Common Stock issuable pursuant to exercise of Warrants | $57 thousand | Product development, marketing, and working capital | N/A | |||||||||||||||||||||||||||||||||||||
| 2022 Reg D | Maxim Group LLC | 09/14/2022 | 13,000 | Class A Common Stock and 390,000 Warrants to purchase Class A Common Stock | $1.5 million | Working Capital | 09/14/2022 | |||||||||||||||||||||||||||||||||||||
2023 Section 4(a)(2) | Maxim Group LLC | 04/14/2023 | 104,889 | Warrants exercisable for Class A Common Stock | $0 (issued for no additional consideration in the Private Placement) (1) | Working Capital | 04/14/2023 | |||||||||||||||||||||||||||||||||||||
2023 Section 4(a)(2) | Maxim Group LLC | 06/05/2023 | 85,314 | Warrants exercisable for Class A Common Stock | $0 (issued for no additional consideration in the Private Placement) (2) | Working Capital | 06/05/2023 | |||||||||||||||||||||||||||||||||||||
2023 Section 4(a)(2) | Maxim Group LLC | 12/21/2023 | 240,000 | Warrants to Purchase Class A Common Stock | $0 (issued for no additional consideration in the Private Placement) (3) | Working Capital | 12/21/2023 | |||||||||||||||||||||||||||||||||||||
2024 Section 4(a)(2) | Maxim Group LLC | 04/03/2024 | 373,334 | 33,333 shares of Class A Common Stock; and Warrants exercisable for 340,001 shares of Class A Common Stock (240,000 of which were subsequently cancelled and are no longer outstanding) | $1.94 million | N/A | 04/03/2024 | |||||||||||||||||||||||||||||||||||||
2024 Section 4(a)(2) | N/A | 07/13/2024 | 306,514 | Class A Common Stock | $2.00 million (in the form of three promissory notes) | N/A | 07/13/2024 | |||||||||||||||||||||||||||||||||||||
2024 Section 4(a)(2) | Maxim Group LLC | 09/03/2024 | 190,987 | Warrants exercisable for Class A Common Stock | $0 (issued as inducement for the registered portion of the transaction) (4) | N/A | 09/03/2024 | |||||||||||||||||||||||||||||||||||||
2024 Section 4(a)(2) | N/A | 09/10/2024 | 250,930 | Warrants exercisable for Class A Common Stock | $0 (non-cash consideration) | N/A | 09/10/2024 | |||||||||||||||||||||||||||||||||||||
2024 Section 4(a)(2) | N/A | 10/28/2024 | 90,910 | Shares of Class A Common Stock | $300 thousand | N/A | 10/28/2024 | |||||||||||||||||||||||||||||||||||||
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2024 Section 4(a)(2) | Maxim Group LLC | 12/06/2024 | 648,148 | Warrants exercisable for Class A Common Stock | $0 (issued for no additional consideration in the Private Placement) (5) | N/A | 12/06/2024 | |||||||||||||||||||||||||||||||||||||
2025 Section 4(a)(2) | Maxim Group LLC | 01/08/2025 | 621,303 | Warrants exercisable for Class A Common Stock | $0 (issued for no additional consideration in the Private Placement) (6) | N/A | 01/08/2025 | |||||||||||||||||||||||||||||||||||||
*The share numbers in the table above reflect the shares issued after giving effect to both Reverse Splits, described in Note 1 to the consolidated financial statements provided under Item 8 of this report.
(1) On December 21, 2023, the 104,889 common stock purchase warrants to purchase shares of Class A Common Stock of the Company at a price of $20.10 per warrant were exercised for total proceeds of $2,108,262.
(2) On December 21, 2023, the 85,314 common stock purchase warrants to purchase shares of Class A Common Stock of the Company at a price of $20.10 per warrant were exercised for total proceeds of $1,714,798.
(3) On September 3, 2024, the 240,000 common stock purchase warrants to purchase shares of Class A Common Stock of the Company at a price of $4.8345 per warrant were exercised for total proceeds of $1,160,280.
(4) The warrants to purchase the 190,987 shares of the Company’s Class A Common Stock remain outstanding as of the date of this report.
(5) The warrants to purchase the 370,370 and 277,778 shares of Class A Common Stock remain outstanding as of the date of this report.
(6) The warrants to purchase the 414,202 and 207,101 shares of Class A Common Stock remain outstanding as of the date of this report.
Item 6. Reserved
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the accompanying notes thereto included elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements based upon current plans, expectations, and beliefs, involving risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements. You should review the section titled “Statement Regarding Forward-Looking Statements” for a discussion of forward-looking statements and the section titled “Risk Factors” for a discussion of factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis and elsewhere in this Annual Report on Form 10-K. Our historical results are not necessarily indicative of the results that may be expected for any period in the future.
Overview
Trust Stamp was incorporated under the laws of the State of Delaware on April 11, 2016 as “T Stamp Inc.” T Stamp Inc. and its subsidiaries (“Trust Stamp”, “we”, or the “Company”) develop and market identity authentication software for enterprise and government partners and peer-to-peer markets.
Trust Stamp primarily develops proprietary artificial intelligence-powered solutions, researching and leveraging machine learning artificial intelligence, including computer vision, cryptography, and data mining, to process and protect data and deliver insightful outputs that identify and defend against fraud, protect sensitive user information, facilitate automated processes, and extend the reach of digital services through global accessibility. We utilize the power and agility of technologies such as GPU processing, edge computing, neural networks, and large language models to process and protect data faster and more effectively than historically possible to deliver results at a disruptively low cost for usage across multiple industries.
Our team has substantial expertise in the creation and development of AI-enabled software products. We license our technology and expertise in numerous fields, with an increasing emphasis on addressing diverse markets through established partners who will integrate our technology into field-specific applications.
Over the last 12 months, while maintaining our strong emphasis on identity authentication for financial services, the Company has undertaken a multi-pronged process to position itself better to leverage the growing opportunities offered by the expanded capabilities, use, and acceptance of AI technologies. This process has included:
• Reducing the size of the non-production-focused executive and consulting teams to reduce overhead.
•Releasing sales staff that did not meet their targets.
•Negotiating a services contract to offset the cost of the technical team members while maintaining significant R&D and product development capabilities.
•Refocusing go-to-market strategies on joint ventures with proven industry partners with access to target markets
•Expanding our IP portfolio to strengthen our existing position related to presentation attack detection and tokenization and include implementations such as:
i.Embedded ownership verification for cryptographic assets, a technology that we believe to have significant potential with the expansion in the ownership of crypto-assets including potential deregulation (or loosening or clarification of regulation) in the United States together with the global growth of stable coins including Central Government Digital Currencies.
ii.A simple user interaction utility called “Shape Overlay” that augments biometric verification and combats deepfakes and injection attacks by having the user interact in real-time with their captured image.
iii.Stable Key (or “Stable IT2”) which is an innovative technology that generates a “key” directly from the biometric of the user which key has a mathematical correlation to all of the user's passwords, PINS, and other “secrets” for every account and use case meaning that those secrets never need to be stored in their entirety.
iv.A patent for “Interoperable Biometric Representations” that potentially breaks vendor lock-in by allowing users of biometric technologies to compare like-modality templates from different sources.
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•Strengthening our international 3rd party cybersecurity and data handling certifications by adding SOC2 certification to our NCSC Cyberessentials Plus certification and obtaining a renewed D-Seal certification (the world’s first certification that includes not just data security but also the ethical and responsible use of data).
•Opening an office in Tokyo (with funding from the City of Tokyo and the Japanese government) to pursue opportunities in the APAC region.
•Retaining an investment bank to explore strategic partnership and M&A opportunities across multiple sectors.
Recent Developments
Equity Distribution Agreement with Maxim
On February 25, 2025, the Company entered into an Equity Distribution Agreement (the “Agreement”), with Maxim Group LLC (“Maxim”), pursuant to which the Company may offer and sell, from time to time, through Maxim, as sales agent or principal, shares of its common stock, $0.01 par value per share (the “Common Stock”).
Subject to the terms and conditions of the Agreement, Maxim will use commercially reasonable efforts consistent with its normal trading and sales practices, applicable state and federal law, rules and regulations and the rules of the Nasdaq Capital Market to sell shares of the Company’s Common Stock from time to time based upon the Company’s instructions, including any minimum price, time or size limits specified by the Company. Under the Agreement, Maxim may sell shares by any method deemed to be an “at the market” offering as defined in Rule 415 under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or any other method permitted by law, including in privately negotiated transactions. Maxim’s obligations to sell shares under the Agreement are subject to satisfaction of certain conditions, including customary closing conditions for transactions of this nature. The Company will pay Maxim a commission of 3.0% of the aggregate gross proceeds from each sale of shares and has agreed to reimburse Maxim for certain specified expenses of up to $40,000, aggregate, in addition to up to $3,000 quarterly for the Maxim’s counsel’s fees and any incidental expenses to be reimbursed by us. We have agreed to provide indemnification and contribution to Maxim against certain civil liabilities, including liabilities under the Securities Act.
The Company is not obligated to make any sales of its Common Stock under the Agreement and no assurance can be given that the Company will sell any shares under the Agreement, or, if it does, as to the price or amount of shares that the Company will sell, or the dates on which any such sales will take place. The Agreement will terminate upon the earlier of (i) the sale of all shares having an aggregate offering price of $6,196,000 pursuant to the Agreement, (ii) twelve (12) months from the date of the Agreement, (iii) mutual termination by both Maxim and the Company upon the provision of fifteen (15) days written notice, and (iv) termination of the Agreement as otherwise permitted therein.
Sales of shares of Common Stock under the Agreement will be made pursuant to the Company’s effective registration statement on Form S-3 (Registration No. 333-271091) (the “Registration Statement”) which was declared effective April 12, 2023 and a related prospectus supplement which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 25, 2025 (the “ATM Prospectus”). The ATM Prospectus relates to the offering of up to $6,196,000 worth of shares of the Company’s Common Stock from time to time. The issuance and sale, if any, of Common Stock under the Agreement is subject to the effectiveness of the Registration Statement and “baby shelf” limitations under General Instruction I.B.6. of Form S-3.
The foregoing summary of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which was filed as Exhibit 1.1 to the Company's Current Report on Form 8-K filed with the SEC on February 26, 2025.
Appointment of New Chief Financial Officer
On January 17, 2025, the Board of Directors of the Company appointed Lance Wilson as the Company’s new Chief Financial Officer ("CFO"), to fill the vacancy in the position left after Alex Valdes’s resignation as Chief Financial Officer effective January 2, 2025.
Lance Wilson, a licensed Certified Public Accountant in Georgia, first joined the Company in 2021, serving in various financial capacities, most recently as the Senior Vice President of Accounting & Finance at Trust Stamp from July 2024 until being appointed to his role as CFO. Lance leads all external financial reporting, including SEC filings and technical
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accounting research and implementation. Lance has played a key role in multiple initiatives, including a successful public fundraising campaign that resulted in Trust Stamp’s NASDAQ listing in January 2022.
Prior to joining Trust Stamp, Lance served as the Financial Reporting Manager at Cousins Properties (NYSE: CUZ) from July 2020 to July 2021, where he managed all SEC filings, technical accounting projects, and audit engagements. Prior to that, he served in various accounting roles at The North Highland Company, Change Healthcare (formerly McKesson Technology Solutions), and BDO-USA, LLC. Lance holds a Master of Accountancy degree and a Bachelor of Science in Commerce and Business Administration from The University of Alabama.
Lance Wilson has no family relationships with any other director, executive officer, or person nominated or chosen by the Company to become a director or executive officer.
Lance Wilson and the Company entered into an Executive Employment Agreement (the “Agreement”), with an effective date of January 1, 2025, for his role as Chief Financial Officer (CFO) of the Company. The Agreement outlines Mr. Wilson’s ongoing responsibilities, including oversight of the Company’s financial integrity, regulatory compliance, and multicurrency financial reporting. It also details his leadership in investor relations and compliance with applicable SEC, Nasdaq, and Sarbanes-Oxley requirements.
Under the Agreement, Mr. Wilson will receive an annual base salary of $182,250, subject to periodic review, and will be eligible for an annual equity bonus of at least 10% of his base salary in the form of restricted stock units. The Agreement also includes provisions for reimbursement of business expenses, participation in Company benefit plans, and relocation assistance if applicable.
The Agreement has an open-ended term, continuing until either party provides 120 days’ written notice of termination. It also specifies termination provisions, including compensation and benefits in the event of termination by the Company without cause or by Mr. Wilson for good reason, such as severance equal to up to 36 months of base salary and accelerated vesting of equity awards in certain circumstances, including a change in control. Termination for cause or voluntary resignation without good reason would result in payment of only accrued compensation and benefits through the termination date.
The Agreement contains customary confidentiality and non-disclosure provisions related to the Company’s trade secrets and other sensitive information.
The foregoing description of the Agreement is intended to be a summary, and is qualified in its entirety by reference to the Agreement itself, a copy of which was filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on January 21, 2025.
Securities Purchase Agreement dated January 6, 2025
On January 6, 2025, the Company entered into a securities purchase agreement (the “January 2025 SPA”) with an institutional investor (the “Selling Stockholder”), pursuant to which the Company agreed to issue and sell to the Selling Stockholder (i) in a registered direct offering, (a) 175,000 shares of Class A Common Stock (the “January 2025 Shares”); and (b) Pre-Funded Warrants (the "January 2025 Pre-Funded Warrants") to purchase 239,202 shares of the Company’s Class A Common Stock at an exercise price of $0.001 per share and (ii) in a concurrent private placement, common stock purchase warrants consisting of Series A common warrants exercisable for up to 414,202 shares of Class A Common Stock at an exercise price of $8.45 per share of Class A Common Stock (the “January 2025 Series A Warrants”), and Series B common warrants exercisable for up to 207,101 shares of Class A Common Stock at an exercise price of $8.45 per share (the “January 2025 Series B Warrants”, and collectively with the January 2025 Series A Warrants, the “January 2025 Private Placement Warrants”). The offering price per January 2025 Share and respective January 2025 Private Placement Warrants was $8.45, and the offering price per Pre-Funded Warrant was $8.449.
The securities to be issued in the registered direct offering were offered pursuant to the Company’s shelf registration statement on Form S-3 (File 333-271091) (the “Shelf Registration Statement”), initially filed by the Company with the SEC under the Securities Act on April 3, 2023 and declared effective on April 12, 2023. The January 2025 Pre-Funded Warrants are immediately exercisable upon issuance and will remain exercisable until all of the January 2025 Pre-Funded Warrants are exercised in full.
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The January 2025 Private Placement Warrants (and the shares of Class A Common Stock issuable upon the exercise of the January 2025 Private Placement Warrants) were not registered under the Securities Act, and were offered pursuant to an exemption from the registration requirements of the Securities Act provided under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act.
The terms of the Series A and January 2025 Series B Warrants that comprise the January 2025 Private Placement Warrants are identical, except that the January 2025 Series A Warrants provide for additional protections for the Selling Stockholder in the event of a “Fundamental Transaction” while the January 2025 Series A Warrants are outstanding (which includes, but is not limited to, merger transactions or a sale of substantially all of the Company’s assets). In such an event, then if holders of the Company’s Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Selling Stockholder will be given the same choice as to the consideration it receives upon any exercise of either the Series A or January 2025 Series B Warrants following such Fundamental Transaction. Notwithstanding anything to the contrary, for the January 2025 Series A Warrants, in the event of a Fundamental Transaction, the Selling Stockholder may require the Company or its successor to repurchase the January 2025 Series A Warrants for its Black-Scholes Value (as defined in the Series A Warrant) in cash. This right can be exercised concurrently with, or within 30 days following, the consummation or public announcement of the transaction. If the Fundamental Transaction occurs outside the Company’s control, such as in a hostile takeover or an unapproved transaction, the holder is entitled to receive consideration equivalent in type and proportion to that offered to common stockholders, also calculated based on the Black-Scholes model. Additionally, if no consideration is offered to the Company’s stockholders in the transaction, the holder is deemed to receive common stock of the successor entity, preserving the January 2025 Series A Warrants’ value.
The January 2025 Private Placement Warrants are immediately exercisable upon issuance, and will expire five years thereafter, and in certain circumstances may be exercised on a cashless basis. If we fail for any reason to deliver shares of Class A Common Stock upon the valid exercise of the January 2025 Private Placement Warrants, subject to our receipt of a valid exercise notice and the aggregate exercise price, by the time period set forth in the January 2025 Private Placement Warrants, we are required to pay the applicable holder, in cash, as liquidated damages as set forth in the January 2025 Private Placement Warrants. The January 2025 Pre-Funded Warrants and January 2025 Private Placement Warrants also include customary buy-in rights in the event we fail to deliver shares of common stock upon exercise thereof within the time periods set forth in the January 2025 Pre-Funded Warrants and January 2025 Private Placement Warrants.
On January 8, 2025, the Company closed the registered direct offering and the private placement offering (collectively, the “January 2025 Offering”), raising gross proceeds of approximately $3.50 million before deducting placement agent fees and other offering expenses payable by the Company. In the event that all January 2025 Private Placement Warrants are exercised for cash, the Company will receive additional gross proceeds of approximately $5,250,250. The Company’s primary use of the net proceeds will be for working capital, capital expenditures and other general corporate purposes.
Pursuant to the terms of the January 2025 SPA, the Company is required within 30 days of January 6, 2025 to file a registration statement on Form S-1 or other appropriate form if the Company is not then S-1 eligible registering the resale of the shares of Class A Common Stock issued and issuable upon the exercise of the January 2025 Private Placement Warrants. The Company is required to use commercially reasonable efforts to cause such registration to become effective within 91 days of the closing of the January 2025 Offering, and to keep the registration statement effective at all times until no investor owns any January 2025 Private Placement Warrants or shares issuable upon exercise thereof.
Pursuant to the terms of the January 2025 SPA, from January 6, 2025 until 30 days after closing, subject to certain exceptions, we may not issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of common stock or common stock equivalents, or file any registration statement or any amendment or supplement thereto, other than a prospectus supplement for the Shelf Registration Statement. In addition, from January 6, 2025 until 45 days after closing, we are prohibited from effecting or entering into an agreement to effect any issuance of common stock or common stock equivalents involving a variable rate transaction (as defined in the January 2025 SPA).
The foregoing description of the January 2025 SPA, January 2025 Pre-Funded Warrants, January 2025 Series A Warrants, and January 2025 Series B Warrants is intended to be a summary, and is qualified by reference to the full text of each of these documents, which were filed as exhibits 10.1, 4.1, 4.2, and 4.3, respectively to the Company's Current Report on Form 8-K filed with the SEC on January 10, 2025.
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Securities Purchase Agreement dated December 5, 2024
On December 5, 2024, the Company entered into a securities purchase agreement (the “December 2024 SPA”) with an investor, pursuant to which the Company agreed to issue and sell to the Selling Stockholder (i) in a registered direct offering, (a) 139,000 shares of Class A Common Stock (the “December 2024 Shares”); and (b) Pre-Funded Warrants (the "December 2024 Pre-Funded Warrants") to purchase 231,370 shares of the Company’s Class A Common Stock at an exercise price of $0.015 per share and (ii) in a concurrent private placement, 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 “December 2024 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 “December 2024 Series B Warrants”, and collectively with the December 2024 Series A Warrants, the “December 2024 Private Placement Warrants”). The offering price per December 2024 Share and respective December 2024 Private Placement Warrants was $8.10 and the offering price per December 2024 Pre-Funded Warrant was $8.09.
Pursuant to the December 2024 SPA, the Company agreed to hold an annual or special meeting of its stockholders within sixty (60) days following the closing date of the December 2024 SPA for the purpose of obtaining shareholder approval of (i) an increase in the number of authorized shares of the Company; and (ii) the December 2024 SPA and transactions contemplated thereunder (including, but not limited to, the issuance of the December 2024 Private Placement Warrants, and shares issuable upon the exercise of the December 2024 Private Placement Warrants) as may be required by the applicable rules and regulations of the Nasdaq Stock Market (“Shareholder Approval”). If the Company does not obtain Shareholder Approval at the first meeting, the Company must call a meeting every ninety (90) days thereafter to seek Shareholder Approval until the earlier of the date on which Shareholder Approval is obtained or the warrants are no longer outstanding.
The terms of the December 2024 Series A and Series B Warrants that comprise the December 2024 Private Placement Warrants are identical, except that the December 2024 Series A Warrants provide for additional protections for the Selling Stockholder in the event of a “Fundamental Transaction” while the December 2024 Series A Warrants are outstanding (which includes, but is not limited to, merger transactions or a sale of substantially all of the Company’s assets). In such an event, then if holders of the Company’s Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Selling Stockholder will be given the same choice as to the consideration it receives upon any exercise of either the December 2024 Series A or Series B Warrants following such Fundamental Transaction. Notwithstanding anything to the contrary, for the December 2024 Series A Warrants, in the event of a Fundamental Transaction, the Selling Stockholder may require the Company or its successor to repurchase the December 2024 Series A Warrants for its Black-Scholes Value (as defined in the Series A Warrant) in cash. This right can be exercised concurrently with, or within 30 days following, the consummation or public announcement of the transaction. If the Fundamental Transaction occurs outside the Company’s control, such as in a hostile takeover or an unapproved transaction, the holder is entitled to receive consideration equivalent in type and proportion to that offered to common stockholders, also calculated based on the Black-Scholes model. Additionally, if no consideration is offered to the Company’s stockholders in the transaction, the holder is deemed to receive common stock of the successor entity, preserving the December 2024 Series A Warrants’ value.
The December 2024 Private Placement Warrants are immediately exercisable upon the date December 2024 Shareholder Approval is received, and will expire five years thereafter, and in certain circumstances may be exercised on a cashless basis. If we fail for any reason to deliver shares of Class A Common Stock upon the valid exercise of the December 2024 Private Placement Warrants, subject to our receipt of a valid exercise notice and the aggregate exercise price, by the time period set forth in the December 2024 Private Placement Warrants, we are required to pay the applicable holder, in cash, as liquidated damages as set forth in the December 2024 Private Placement Warrants. The December 2024 Pre-Funded Warrants and December 2024 Private Placement Warrants also include customary buy-in rights in the event we fail to deliver shares of common stock upon exercise thereof within the time periods set forth in the December 2024 Pre-Funded Warrants and December 2024 Private Placement Warrants.
The foregoing description of the December 2024 SPA, December 2024 Pre-Funded Warrants, December 2024 Series A Warrants, and December 2024 Series B Warrants is intended to be a summary, and is qualified by reference to the full text of each of these documents, which were filed as exhibits 10.1, 4.1, 4.2, and 4.3, respectively, to the Company's Current Report on Form 8-K filed with the SEC on December 6, 2024.
Amendment to Third Amended and Restated Certificate of Incorporation of the Company (Reverse Stock Split)
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On December 30, 2024, the Company filed a Certificate of Amendment to the Company’s Third Amended and Restated Certificate of Incorporation, which was previously approved by the Company’s stockholders at the special meeting held on November 18, 2024 and described in the Company’s definitive proxy statement filed with the SEC on September 30, 2024 to effectuate a reverse stock split at a ratio of one (1) share of Common Stock for every fifteen (15) shares of Common Stock (the “Reverse Stock Split”) which became effective as of the opening of business on January 6, 2024 (the “Effective Time”).
As a result, at the Effective Time, each fifteen (15) pre-split shares of Common Stock outstanding automatically combined into one (1) new share of Common Stock, and the number of outstanding shares of Common Stock were reduced from 28,984,426 to 1,933,990. Proportional adjustments have also been made to the number of shares of Common Stock issuable upon exercise or conversion of the Company’s outstanding equity awards, stock options, and warrants in existence as of the Effective Time, as well as the applicable exercise price(s) of such instruments.
The number of authorized shares of Common Stock and the par value of each share of Common Stock remain unchanged. No fractional shares were issued as a result of the Reverse Stock Split, and any fractional shares that would otherwise have resulted from the Reverse Stock Split were rounded up.
For more information regarding the Reverse Stock Split, see the definitive proxy statement filed by the Company with the Securities and Exchange Commission on September 30, 2024 and Form 8-K filed on November 21, 2024 announcing the result of the stockholder vote, the relevant portions of which are incorporated herein by reference. The description of the Certificate of Amendment and the Reverse Stock Split is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is included as Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on January 2, 2025.
Results of Stockholder Special Meeting
On November 18, 2024, the Company held a Special Meeting of Stockholders (the “Special Meeting”) to consider and vote upon:
•Proposal 1: Ratification of the approval of that certain Securities Purchase Agreement dated July 13, 2024 between our Company and DQI Holdings, Inc. (the “July DQI SPA”) and all transactions contemplated thereunder, including, but not limited to, the sale of 306,514 shares of our Class A Common Stock, par value $0.01 per share to DQI as required by and in accordance with Nasdaq Listing Rule 5635(d)); and
•Proposal 2: Ratification of the approval of the issuance of certain warrants issued to the Selling Stockholder pursuant to a securities purchase agreement dated September 3, 2024 as required by and in accordance with Nasdaq Listing Rule 5635(d));
•Proposal 3: Approval of the issuance of certain warrants issued to the Selling Stockholder pursuant to a warrant exercise agreement also dated September 3, 2024 as required by and in accordance with Nasdaq Listing Rule 5635(d)); and
•Proposal 4: Approval a reverse stock split of our Common Stock at a ratio of not less than 1-for-5 and not more than 1-for-50, with such ratio to be determined by the Board of Directors on or prior to December 31, 2024, in its sole discretion, and which would be effected by filing a Certificate of Amendment to the Company’s Third Amended and Restated Certificate of Incorporation with the State of Delaware
At the Special Meeting, 44% of our Common Stock entitled to vote at the Special Meeting were represented in person or by proxy at the Special Meeting. Based on the results of the vote, the stockholders voted to approve Proposals 1, 2, 3 and 4. The number of votes cast for or withheld from the approval is also set forth 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 | |||||||||||||||||||||||||
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Ratify, by a vote of all the stockholders, the approval of the July DQI SPA and all transactions contemplated thereunder, including, but not limited to, the sale of 4,597,701 shares of our Class A Common Stock to DQI as required by and in accordance with Nasdaq Listing Rule 5635(d)) (“Proposal 1”) | 536,368 | 14,867 | 1,036 | 97 | % | ||||||||||||||||||||||||
Ratify, by a vote of all the stockholders, the issuance of certain warrants and the issuance of up to 2,864,798 shares from the exercise of the those warrants issued as part of the securities purchase agreement entered into with the Selling Stockholder on September 3, 2024, in accordance with Nasdaq Listing Rule 5635(d)) (“Proposal 2”); | 532,312 | 19,679 | 281 | 96 | % | ||||||||||||||||||||||||
Approve the issuance of the certain warrants and the issuance of up to 9,546,060 shares of our Common Stock upon the exercise of those warrants issued to the Selling Stockholder pursuant to a warrant exercise agreement also dated September 3, 2024 as required by and in accordance with Nasdaq Listing Rule 5635(d)) (“Proposal 3”) | 532,161 | 19,864 | 246 | 96 | % | ||||||||||||||||||||||||
Approve a reverse stock split of our Common Stock at a ratio of not less than 1-for-5 and not more than 1-for-50, with such ratio to be determined by the Board of Directors on or prior to December 31, 2024, in its sole discretion (“Proposal 4”) | 528,665 | 22,983 | 624 | 96 | % | ||||||||||||||||||||||||
For more information regarding the Reverse Stock Split, see the definitive proxy statement filed by the Company with the Securities and Exchange Commission on September 30, 2024 and Form 8-K filed on November 21, 2024 announcing the result of the stockholder vote, the relevant portions of which are incorporated herein by reference. The description of the Certificate of Amendment and the Reverse Stock Split is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which was filed as Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on January 2, 2025.
Election of New Board Member
On November 2, 2024, the Board of Directors of the Company elected Andrew Scott Francis, the current Chief Technology Officer of the Company, to the Board of Directors, effective immediately, to fill a vacancy on the Board of Directors left from the resignation of Joshua Allen from the Company’s Board of Directors on September 26, 2024. Andrew Scott Francis will be a member of the “Class III” directors of the Company.
Key Business Measures
In addition to the measures presented in our consolidated financial statements, we use the following key non-GAAP business measures to help us evaluate our business, identify trends affecting our business, formulate business plans and financial projections, and make strategic decisions.
Adjusted EBITDA
This discussion includes information about Adjusted EBITDA that is not prepared in accordance with U.S. GAAP. Adjusted EBITDA is not based on any standardized methodology prescribed by U.S. GAAP and is not necessarily comparable to similar measures presented by other companies. A reconciliation of this non-GAAP measure is included below.
Adjusted EBITDA is a non-GAAP financial measure that represents U.S. GAAP net income (loss) adjusted to exclude (1) other expense, (2) other income, (3) gain on sale of mobile hardware, (4) interest expense, (5) interest income, (6) stock-based compensation, (7) change in fair value of warrant liabilities (8) impairment of assets, (9) non-cash expenses for in-kind services, (10) depreciation, and (11) certain other items management believes affect the comparability of operating results.
Management believes that Adjusted EBITDA, when viewed with our results under U.S. GAAP and the accompanying reconciliations, provides useful information about our period-over-period results. Adjusted EBITDA is presented because management believes it provides additional information with respect to the performance of our fundamental business activities and is also frequently used by securities analysts, investors and other interested parties in the evaluation of
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comparable companies. We also rely on Adjusted EBITDA as a primary measure to review and assess the operating performance of our Company and our management, and it will be a focus as we invest in and grow the business.
Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation from, or as a substitute for, analysis of our results as reported under GAAP. Some of these limitations are:
•Adjusted EBITDA does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments.
•Adjusted EBITDA does not reflect changes in, or cash requirements for our working capital needs.
•Although Depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements.
•Adjusted EBITDA does not include the impact of certain charges or gains resulting from matters we consider not to be indicative of our ongoing operations.
Due to these limitations, Adjusted EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our U.S. GAAP results and using Adjusted EBITDA only as a supplement to our U.S. GAAP results.
Reconciliation of Net Loss to Adjusted EBITDA
| For the year ended December 31, | ||||||||||||||
| 2024 | 2023 | |||||||||||||
| Net loss before taxes | $ | (10,597,348) | $ | (7,651,127) | ||||||||||
| Add: Other expense | 1,527,520 | 2,981 | ||||||||||||
| Less: Other income | (805,876) | (309,896) | ||||||||||||
| Less: Gain on sale of mobile hardware | — | (216,189) | ||||||||||||
| Add: Interest expense, net | 509,784 | 73,273 | ||||||||||||
| Add: Stock-based compensation | 1,315,923 | 763,288 | ||||||||||||
| Add: Change in fair value of warrant liability | (1,497) | (5,033) | ||||||||||||
| Add: Impairment loss of assets | 27,590 | 31,474 | ||||||||||||
| Add: Non-cash expenses for in-kind services | — | 18,547 | ||||||||||||
| Add: Depreciation and amortization | 729,400 | 789,586 | ||||||||||||
Adjusted EBITDA loss (non-GAAP) | $ | (7,294,504) | $ | (6,503,096) | ||||||||||
Adjusted EBITDA loss (non-GAAP) for the year ended December 31, 2024, increased by 12.17%, to $7.29 million from $6.50 million for the year ended December 31, 2023. During the year ended December 31, 2024, the Company signed a license agreement with Boumarang in exchange for 5,000,000 prepaid warrants from Boumarang that were valued at $1.00 per warrant or $5.00 million and accounted for by recording as an investment and other income. Subsequently, the Company recorded a $4.38 million impairment to other income for the Boumarang prepaid warrants as a result of a change in fair value identified by an observable market transaction. The net impact to other income, $705 thousand, was deducted from the Net income to arrive at the Adjusted EBITDA loss (non-GAAP) and is the primary driver for the significant change in Adjusted EBITDA loss (non-GAAP) for the year ended December 31, 2024 compared to the prior period. Additionally, the Company recorded a $1.17 million loss to other expense due to the Company entering into a Termination and Release Agreement between the Company and an institutional investor that terminated the remaining stock purchase warrants in exchange for the Company making a $1,650,000 payment to the institutional investor. The Company also recorded a loss of $360 thousand to other expense related to the difference in the cash paid for the warrants and the fair market value of the warrants issued on September 10, 2024.
During the year ended December 31, 2023, the Company recognized non-refundable license revenue advances from Interactive Global Solutions (“IGS”) for the provision of software of $2.51 million. This was a one-time occurrence which significantly improved our net revenues during the year ended December 31, 2023. As there was no similar transaction during the year ended December 31, 2024, this contributes to the significant change in Adjusted EBITDA loss (non-
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GAAP) for the year ended December 31, 2024. See “Results of Operations” below for further discussion on the drivers behind the decrease in stock-based compensation during the year ended December 31, 2024.
Components of Results of Operations
Net revenue
We derive our revenue primarily from professional services though our business model is transitioning to focus on recurring Software-as-a-Service (SaaS) revenue.
In addition to revenue from Mastercard and our S&P 500 bank customer, the Company also continued to expand the Orchestration Layer platform, which is being utilized by several customers including FIS’ new global identity authentication system. The Orchestration Layer platform is a SaaS platform that includes the Company’s proprietary tokenization technology, and facilitates no-code, and low-code implementations, making adoption faster and even more cost-effective for a broader range of potential customers. The Company expects this platform to accelerate its evolution, from being exclusively a custom solutions provider, to also offering a modular and highly scalable SaaS model with low-code implementation.
Furthermore, on November 12, 2024, the Company entered into a business arrangement with Qenta. Under the arrangement, Qenta spun its Goldstar KYC technology off into a newly formed subsidiary, QID Technologies LLC (“QID”). In parallel, the Company entered into a license and assignment agreement with QID, in which the Company provided a non-exclusive license of its AI-powered identity technologies to QID in exchange for (I) a $1.0 million license fee in the form of a promissory note, which is due and payable in three equal tranches on December 31, 2024; February 1, 2025, and March 1, 2025; and (ii) the transfer of 10% of QID to the Company by Qenta. The Company has received no payments pursuant to this note during the year ended December 31, 2024. The Company has received $600 thousand in payments pursuant to this note as of the date of this report.
In addition, the Company (through its subsidiary, Trust Stamp Malta Ltd.) and QID agreed to enter into a Master Technology Services Agreement, under which QID will contract with the Company for business development, product development, and product operations for identity and privacy services and solutions in return for monthly service fees starting January 1, 2025, and capped at $3.6 million annually.
On January 1, 2025, pursuant and adhering to the Master Technology Services Agreement terms and conditions, a Statement of Work was signed which the Company will provide certain product development and product operations and commercial business development and related services on behalf of QID. During the first six months of this agreement, the service fee shall be a minimum $100 thousand per month. Thereafter, the service fee payable shall be up to $300 thousand per month.
Cost of services provided
Cost of services provided generally consists of the cost of hosting fees and cost of labor associated with professional services rendered. Depreciation and amortization expense is not included in cost of services provided.
During the year ended December 31, 2023, we expected that cost of services provided will continue to decrease in absolute dollars until the transition to primarily SaaS revenue is complete. After the transition is complete, we expect cost of services to increase in absolute dollars as the volume of usage revenue increases, but the margin will continue to improve until they stabilize over time. This was evident during the year ended December 31, 2024.
Research and development
Research and development expenses (“R&D”) consist primarily of personnel costs, including salaries and benefits. Personnel costs are allocated to R&D for time spent working on the preliminary project stage and post-implementation maintenance as well as time spent on bug fixes associated with internal-use software activities, front-end application development in which technological feasibility has not been established, and services rendered to customers under funded software-development arrangements.
During the year ended December 31, 2023 we planned to continue to invest in personnel to support our research and development efforts. As a result, research and development expenses increased in absolute dollars. During the year ended
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December 31, 2024 research and development expenses decreased, primarily driven by a decrease in outsourced software development during the year ended December 31, 2024 as the Company continued to transition this work internally.
Selling, general, and administrative
Selling, general, and administrative (“SG&A”) expenses were generally composed of payroll, legal, and professional fees.
We expect that the sales and marketing expenses within the SG&A expenses will increase in absolute dollars as we continue to invest in our potential and current customers, in growing our business, and enhancing our brand awareness.
Depreciation and amortization
The increase in depreciation and amortization is primarily due to a continued investment in internally developed software and patent registrations which will be used for future productization.
Interest expense, net
Interest expense, net consists primarily of interest expense accrued on a promissory note payable. The Company earned interest income in the form of interest on employee stock loans.
Other income
Other income is mainly driven by miscellaneous income earned that is unrelated to the main focus of the Company’s business including the gain or loss on sale of assets.
Other expense
Other expense is mainly driven by miscellaneous expenses unrelated to the main focus of the Company’s business.
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Results of Operations
The following table summarizes our consolidated statements of operations for the Years Ended December 31, 2024 and 2023
| For the years ended December 31, | ||||||||||||||
| 2024 | 2023 | |||||||||||||
| Net revenue | $ | 3,082,348 | $ | 4,560,275 | ||||||||||
| Operating Expenses: | ||||||||||||||
| Cost of services (exclusive of depreciation and amortization shown separately below) | 1,067,450 | 914,176 | ||||||||||||
| Research and development | 2,139,727 | 2,350,677 | ||||||||||||
| Selling, general, and administrative | 8,513,188 | 8,395,638 | ||||||||||||
| Depreciation and amortization | 729,400 | 789,586 | ||||||||||||
| Total Operating Expenses | 12,449,765 | 12,450,077 | ||||||||||||
| Operating Loss | (9,367,417) | (7,889,802) | ||||||||||||
| Non-Operating Income (Expense): | ||||||||||||||
| Interest expense, net | (509,784) | (73,273) | ||||||||||||
| Change in fair value of warrant liability | 1,497 | 5,033 | ||||||||||||
| Other income | 805,876 | 309,896 | ||||||||||||
| Other expense | (1,527,520) | (2,981) | ||||||||||||
| Total Other Income (Expense), Net | (1,229,931) | 238,675 | ||||||||||||
| Net Loss before Taxes | (10,597,348) | (7,651,127) | ||||||||||||
| Income tax (expense) benefit | (7,806) | 13,485 | ||||||||||||
| Deemed dividend | (1,939,439) | — | ||||||||||||
| Net loss before non-controlling interest | (12,544,593) | (7,637,642) | ||||||||||||
| Net loss attributable to non-controlling interest | — | — | ||||||||||||
| Net loss attributable to T Stamp Inc. | $ | (12,544,593) | $ | (7,637,642) | ||||||||||
| Basic and diluted net loss per share attributable to T Stamp Inc. | $ | (11.36) | $ | (16.07) | ||||||||||
| Weighted-average shares used to compute basic and diluted net loss per share | 1,104,225 | 475,171 | ||||||||||||
Comparison of the Years Ended December 31, 2024 and 2023
Net revenue
| For the years ended December 31, | |||||||||||||||||||||||
| 2024 | 2023 | $ Change | % Change | ||||||||||||||||||||
| Net revenue | $ | 3,082,348 | $ | 4,560,275 | $ | (1,477,927) | (32.41) | % | |||||||||||||||
During the year ended December 31, 2024, Net revenue decreased to $3.08 million from Net revenue of $4.56 million for the year ended December 31, 2023, with $1,497,195 coming in the fourth quarter of 2024. During the year ended December 31, 2024, the $3.08 million in Net revenue consisted of $1.35 million from an S&P bank, $1.00 million license fee from QID under the license and assignment agreement between the Company and QID, $424 thousand from Mastercard, $193 thousand from Triton, $89 thousand from FIS and various other customers for the remaining $22 thousand.
The majority of the decrease in Net revenue during the year ended December 31, 2024 compared to the year ended December 31, 2023 was due to the termination of the September 15, 2022 Master Services Agreement with IGS ("IGS Contract"), which caused Company to recognize non-refundable license revenue advances from IGS under the IGS Contract for the provision of software of $2.51 million. This was a one-time occurrence which significantly improved our net revenues during the year ended December 31, 2023, and therefore is the primary reason for the stark decrease in net
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revenues of the Company during the year ended December 31, 2024. This decrease from the IGS contract was partially offset by the $1.00 million in revenue recognized for a non-exclusive software license issued to QID during the year ended December 31, 2024.
During the year ended December 31, 2024, the Company generated $1.25 million total revenue from customers using the Orchestration Layer compared to $310 thousand during the year ended December 31, 2023. The Orchestration Layer is designed to be a one-stop-shop for Trust Stamp services and provides for easy integration to our products; chargeable on a per-use basis and is accelerating the Company’s evolution from being exclusively a custom solutions provider to also offering a modular and highly scalable SaaS model with low-code implementation.
Since its launch in the third quarter of 2022, there have been 79 enterprise customers on the Orchestration Layer platform, including 66 financial institutions, as of December 31, 2024. Additionally, revenue from the Orchestration Layer's flagship enterprise customer grew 176% between the comparative periods as a result of transitioning and launching the customer on the Orchestration Layer platform. Orchestration Layer's flagship enterprise customer is already in full production and generating monthly recurring revenue with gross margins in excess of 80.54%. Finally, the Company's S&P 500 bank customer began its transition to an augmented version of the SaaS platform during the year ended December 31, 2024.
Cost of services
| For the years ended December 31, | |||||||||||||||||||||||
| 2024 | 2023 | $ Change | % Change | ||||||||||||||||||||
| Cost of services | $ | 1,067,450 | $ | 914,176 | $ | 153,274 | 16.77 | % | |||||||||||||||
Cost of services (“COS”) increased by $153 thousand or 16.77% for the year ended December 31, 2024, compared to the year ended December 31, 2023. The increase during the year ended December 31, 2024 was primarily driven by a $243 thousand increase in costs for the expansion of our proof of identity solutions using a third-party as required for proof of identity contracts. The solution was not considered a cost of sale until the fourth quarter of 2023, thus, the total expense for this solution during the year ended December 31, 2023 was $21 thousand and increased to $264 thousand during the year ended December 31, 2024. The Company also incurred $42 thousand for compliance services due to a specific customer requirement during the year ended December 31, 2024 and this expense was not incurred during the year ended December 31, 2023. Furthermore, the Company saw a slight increase in service requests by our main customers, during the year ended December 31, 2024 resulting in an increase of $10 thousand when compared to the year ended December 31, 2023.
On the other hand, less development hours were charged directly to cost of sales for the year ended December 31, 2024 when compared to the year ended December 31, 2023 resulting in a decrease of $133 thousand in cost of services. This was mainly due to less work being requested from one of our major customers.
Research and development
| For the years ended December 31, | |||||||||||||||||||||||
| 2024 | 2023 | $ Change | % Change | ||||||||||||||||||||
| Research and development | $ | 2,139,727 | $ | 2,350,677 | $ | (210,950) | (8.97) | % | |||||||||||||||
Research and development (“R&D”) expenses decreased by $211 thousand, or 8.97% for the year ended December 31, 2024, compared to the year ended December 31, 2023. The decrease in R&D expense during the year ended December 31, 2024 was primarily driven by a decrease in outsourced software development during the year ended December 31, 2024 as the Company continued to transition this work internally, as well as, a decrease in salaries related to R&D from the Malta office, together resulting in a decrease of $140 thousand collectively. Comparatively, outsourced software development costs decreased by 86% when comparing the year ended December 31, 2024 to the year ended December 31, 2023. In both periods, R&D expenses mainly were related to R&D payroll and other R&D compensation expenses.
Additionally, the Company recognized an impairment loss on Capitalized internal-use software of $25 thousand during the year ended December 31, 2024. There was $19 thousand impairment loss on Capitalized internal-use software for the year ended December 31, 2023. Capitalized internal-use software are considered long-lived assets under applicable accounting guidance. Recoverability of assets held and used is measured by comparison of the carrying amount of an asset or an asset group to estimated undiscounted future net cash flows expected to be generated by the asset or asset group. If the carrying amount of an asset exceeds these estimated future cash flows, an impairment charge is recognized by the amount by which
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the carrying amount of the assets exceeds the fair value of the asset or asset group. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.
Furthermore, stock-based compensation decreased to $61 thousand during the year ended December 31, 2024, from $123 thousand during the year ended December 31, 2023. This was mainly due to the decrease in employee Restricted Stock Unit award grant date values as a result of the decrease in share price on the grant dates.
Selling, general, and administrative
| For the years ended December 31, | |||||||||||||||||||||||
| 2024 | 2023 | $ Change | % Change | ||||||||||||||||||||
| Selling, general, and administrative | $ | 8,513,188 | $ | 8,395,638 | $ | 117,550 | 1.40 | % | |||||||||||||||
Selling, general, and administrative expense (“SG&A”) increased by $118 thousand, or 1.40%, for the year ended December 31, 2024, compared to the year ended December 31, 2023. The increase in SG&A expense was driven by a $840 thousand increase in salaries and stock-based compensation ("SBC") during the year ended December 31, 2024. Included in the $840 thousand increase in salaries and stock-based compensation is an increase of $630 thousand in SBC during the year ended December 31, 2024 due to the timing of stock-based compensation awards.
Furthermore, there was a $109 thousand increase in SG&A when comparing the year ended December 31, 2024 to the year ended December 31, 2023 resulting from the reversal of out-of-period costs incurred during the year ended December 31, 2024 associated with carrying mobile hardware assets, reversed due to the cancellation of the related mobile hardware subscription. In addition, the Company had an increase in dues and subscriptions, due to continued business development and growth, of $50 thousand during the year ended December 31, 2024 when compared to the year ended December 31, 2023. Other notable increases in SG&A for the year ended December 31, 2024 included a total increase of $215 thousand in travel costs and accounting, audit fees and taxes.
The increases in SG&A were substantially offset by notable reductions for the year ended December 31, 2024 including a total reduction of $1.10 million in professional fees, management consulting, training, and office and IT services as a direct result of the Company's recent non-personnel cost cutting initiative.
In both periods, SG&A expenses were primarily comprised of payroll and other compensation expenses to our Company's workforce.
Depreciation and amortization
| For the years ended December 31, | |||||||||||||||||||||||
| 2024 | 2023 | $ Change | % Change | ||||||||||||||||||||
| Depreciation and amortization | $ | 729,400 | $ | 789,586 | $ | (60,186) | (7.62) | % | |||||||||||||||
Depreciation and amortization (“D&A”) decreased by $60 thousand, or 7.62% for the year ended December 31, 2024, compared to the year ended December 31, 2023. The primary driver for the decrease in D&A relates to the Company selling mobile hardware in April 2023. As a result of the sale, there is no expense for mobile hardware depreciation during the year ended December 31, 2024 and $30 thousand of expense for mobile hardware depreciation during the year ended December 31, 2023. Additionally, there was a decrease in D&A during the year ended December 31, 2024 due to fully depreciating the Pixelpin (a company we acquired in March 2021) intangible asset. There was amortization expense of $23 thousand during the year ended December 31, 2023 compared to $2 thousand during the year ended December 31, 2024.
Operating loss
| For the years ended December 31, | |||||||||||||||||||||||
| 2024 | 2023 | $ Change | % Change | ||||||||||||||||||||
| Operating loss | $ | (9,367,417) | $ | (7,889,802) | $ | (1,477,615) | 18.73 | % | |||||||||||||||
The Company’s Operating loss increased by $1.48 million or 18.73% for the year ended December 31, 2024, compared to the year ended December 31, 2023. The increase in Operating loss was mostly related to the termination of the September
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15, 2022 Master Services Agreement with IGS ("IGS Contract") which resulted in $2.51 million decrease in Net revenue when comparing the year ended December 31, 2024 with the year ended December 31, 2023 and the release from future contractual obligations for maintenance and upgrades as a result of the termination of the IGS Contract.
This was partially offset by the Software Revenue recognized in November 2024 by QID amounting to $1.00 million for the year ended December 31, 2024. No such revenue was recognized for the year ended December 31, 2023.
Interest expense, net
| For the years ended December 31, | |||||||||||||||||||||||
| 2024 | 2023 | $ Change | % Change | ||||||||||||||||||||
| Interest expense, net | (509,784) | (73,273) | $ | (436,511) | 595.73 | % | |||||||||||||||||
Interest expense, net increased by $437 thousand, or 595.73% for the year ended December 31, 2024, compared to the year ended December 31, 2023. The increase in interest expense is primarily due to an increase of $429 thousand as a result of TSI entering into two subordinated business loans and security agreements during the year ended December 31, 2024.
Furthermore, interest expense was also increased by a further $22 thousand as a result of the Malta loan interest rate increasing from 4.5% for the year ended December 31, 2023 to 6.5% for the year ended December 31, 2024.
Additionally, the Company recorded $12 thousand in interest expense during the year ended December 31, 2024 for interest accrued on payroll tax obligations imposed under the laws of the Republic of Malta. This figure decreased from $34 thousand as the Company caught up with its tax obligations to Malta in 2024, hence incurring less interest than it did in 2023 when the Company had balances owed to Malta for prior fiscal years' tax obligations that were accruing interest during 2023.
Change in fair value of warrant liability
| For the years ended December 31, | |||||||||||||||||||||||
| 2024 | 2023 | $ Change | % Change | ||||||||||||||||||||
| Change in fair value of warrant liability | $ | 1,497 | $ | 5,033 | $ | (3,536) | (70.26) | % | |||||||||||||||
The Company recognized a gain in Change in fair value of warrant liability during the year ended December 31, 2024 of $1 thousand compared to a gain of $5 thousand during the year ended December 31, 2023. This change is based on the fair value assessment and adjustment for one warrant liability as described in Note 3 to the consolidated financial statements provided under Item 1 of this report.
Other income
| For the years ended December 31, | |||||||||||||||||||||||
| 2024 | 2023 | $ Change | % Change | ||||||||||||||||||||
| Other income | $ | 805,876 | $ | 309,896 | $ | 495,980 | 160.05 | % | |||||||||||||||
Other income increased by $0.50 million for the year ended December 31, 2024, compared to the year ended December 31, 2023. During the year ended December 31, 2024, the Company signed a license agreement with Boumarang in exchange for 5,000,000 prepaid warrants from Boumarang that were valued at $1.00 per warrant or $5.00 million and accounted for by recording as an investment and other income. Subsequently, the Company recorded a $4.38 million impairment to other income for the Boumarang prepaid warrants as a result of a change in fair value identified by an observable market transaction. The net impact to other income, $705 thousand,.
In addition, there was an increase of $187 thousand for the gain from a settlement of a mobile hardware bill that was outstanding as of December 31, 2023, which we negotiated for a lower payment, and paid during the year ended December 31, 2024.
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Other expense
| For the years ended December 31, | |||||||||||||||||||||||
| 2024 | 2023 | $ Change | % Change | ||||||||||||||||||||
| Other expense | $ | (1,527,520) | $ | (2,981) | $ | (1,524,539) | 51141.87 | % | |||||||||||||||
Other expense increased by $1.52 million for the year ended December 31, 2024, compared to the year ended December 31, 2023. During the year ended December 31, 2024, the Company incurred a $1.17 million loss during the year ended December 31, 2024 due to the Company entering into a Termination and Release Agreement between the Company and an institutional investor that terminated the remaining stock purchase warrants in exchange for the Company making a $1,650,000 payment to the institutional investor. In addition, the Company recorded a $360 thousand inducement expense as a result of the Company entering into a securities purchase agreement on September 10, 2024 as an inducement to a previously executed securities purchase agreement dated July 13, 2024.
Liquidity and Capital Resources
As of December 31, 2024, the Company had approximately $2.78 million cash in its banking accounts. The Company is generating revenues, but has not yet generated profits, with a net loss for the year ended December 31, 2024 of $10.61 million, Net operating cash outflows of $8.92 million for the same period, and an accumulated deficit of $61.46 million as of December 31, 2024. During the year ended December 31, 2024, the Company entered into a number of financing arrangements with institutional investors pursuant to which it raised capital from the (registered and unregistered) sale of its Class A Common Stock, as well as warrants convertible into shares of its Class A Common Stock, to help support its operations.
The Company is not currently generating sufficient amounts of cash to meet its requirements for the next 12 months. The Company anticipates that it will need to raise capital from equity and/or debt financings within the next six (6) months in order to fund its operations.
As of December 31, 2024, the Company had a balance of $3.06 million in Current portion of loans payable. The entire balance was repaid subsequent to December 31, 2024. For more information see Note 2 to the consolidated financial statements provided under Item 1 of this report.
Our future capital requirements will depend on many factors, including, but not limited to, the rate of our growth, our ability to attract and retain customers and their willingness and ability to pay for our products and services, and the timing and extent of spending to support our efforts to market and develop our products. Further, we may enter into future arrangements to acquire or invest in businesses, products, services, strategic partnerships, and technologies as such we may seek additional equity or debt financing on an as needed or opportunistic basis. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. If additional funds are not available to us on acceptable terms, or at all, our business, financial condition, and results of operations could be adversely affected.
Going Concern
The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company is a business that has not yet generated profits, with a Net loss in the year ended December 31, 2024 of $12.54 million, Net operating cash outflows of $8.92 million for the same period, and an Accumulated deficit of $61.46 million as of December 31, 2024.
The Company’s ability to continue as a going concern in the next twelve months, following the date the consolidated financial statements were available to be issued, is dependent upon its ability to produce revenues and/or obtain financing sufficient to meet current and future obligations and deploy such to produce profitable operating results. Management has evaluated these conditions and plans to generate revenue and raise capital as needed to satisfy its capital needs. While the negotiation of significant additional revenue is well advanced, it has not reached a stage that allows it to be factored into a going concern evaluation. In addition, although the Company has previously been successful in raising capital as needed and has already made plans to do so as well as restructuring expenses to meet the Company’s cash needs, no assurance can be given that the Company will be successful in its capital raising efforts. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for 12 months since issuance date.
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Cash Flows
The following table summarizes our cash flows for the years ended December 31, 2024 and 2023:
| For the years ended December 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Net cash flows from operating activities | $ | (8,919,422) | $ | (7,852,546) | |||||||
| Net cash flows from investing activities | $ | (906,671) | $ | (401,680) | |||||||
| Net cash flows from financing activities | $ | 9,492,022 | $ | 10,213,410 | |||||||
Operating Activities
Net cash flows used in operating activities increased by 13.59% from $7.85 million during the year ended December 31, 2023, compared to $8.92 million during the year ended December 31, 2024. Of the $10.61 million net loss for the year ended December 31, 2024, there were various cash and non-cash adjustments that were added back or deducted to the Net loss to arrive at $8.92 million cash used for operating activities for the year ended December 31, 2024.
Those adjustments included the $619 thousand increase from the refundable license fee under the license agreement with Boumarang which was added back to the net loss, since it was a non-cash investment gain. Other cash reductions included $1.58 million from the timing of accruals, accounts payable, and related party payables and $353 thousand the timing of the accounts receivable. Cash and noncash reductions also included $162 thousand for the gain on the sale of property and equipment resulting from the sale of mobile hardware assets.
The reductions to the Net loss were partly offset by adding back certain cash and noncash adjustments including the loss on termination of a warrant agreement, and certain other transaction documents with a previous institutional investor in the Company amounting to $1.17 million, stock-based compensation expense totaling $1.32 million, $729 thousand for non-cash depreciation and amortization, loss on inducement agreement amounting to $360 thousand, amongst others.
Investing Activities
Net cash used in investing activities during the year ended December 31, 2024 was $907 thousand, compared to net cash of $402 thousand used in the year ended December 31, 2023. Cash used in investing activities during the year ended December 31, 2024 related primarily to new and continued investments in technologies that we intend to capitalize and monetize over time totaling $792 thousand for capitalized software, patents, and trademarks. The Company continued to prioritize intellectual property, which produced eight (8) new pending patent applications and six (6) issued patents with the United States Patent and Trademark Office during the year ended December 31, 2024.
Furthermore, on August 6, 2024, the Company made an investment in Boumarang, purchasing 100,000 shares of Boumarang’s common stock at a price per share of $1.00 for a total investment amount of $100 thousand.
Financing Activities
During the year ended December 31, 2024, Net cash flows from financing activities was $9.49 million, compared to Net cash flows from financing activities of $10.21 million for the year ended December 31, 2023. The Company raised $8.57 million in net proceeds from multiple security purchase agreements with institutional investors for the issuance of Class A Common Stock, pre-funded warrants, and common stock warrants. The Company took out $3.85 million in loans payable and repaid $1.22 million in principal and interest during the year ended December 31, 2024.
The increase to financing activities were offset by $1.65 million due the termination of a warrant agreement and there was a $57 thousand in tax withholding payments for net issuances on employee equity compensation issued during the year ended December 31, 2024.
Critical Accounting Policies and Estimates
Our consolidated financial statements are prepared in accordance with GAAP. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses, as well as related disclosures. Our significant accounting policies are disclosed in Note 1 to our
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consolidated financial statements in this Annual Report on Form 10-K. Management believes that there are no critical accounting estimates in these financial statements.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
We are a smaller reporting company, as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended, and are not required to provide the information required under this item.
47
Item 8. Financial Statements and Supplementary Data
T STAMP INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
F-1
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors of
T Stamp Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of T Stamp Inc. (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
Explanatory Paragraph – Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1, the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Emphasis of Matter
As discussed in Note 1, the accompanying consolidated financial statements reflect retrospective application of the reverse stock split.
/s/ Marcum LLP
We have served as the Company’s auditor since 2022.
March 31, 2025
F-2
T STAMP INC.
CONSOLIDATED BALANCE SHEETS
| As of December 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| ASSETS | |||||||||||
| Current Assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Accounts receivable, net (includes unbilled receivables of $ | |||||||||||
| Notes receivable | |||||||||||
| Related party receivables | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total Current Assets | |||||||||||
| Capitalized internal-use software, net | |||||||||||
| Goodwill | |||||||||||
| Intangible assets, net | |||||||||||
| Property and equipment, net | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Investment | |||||||||||
| Other assets | |||||||||||
| Total Assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current Liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Related party payables | |||||||||||
| Accrued expenses | |||||||||||
| Deferred revenue | |||||||||||
| Income tax payable | |||||||||||
| Current portion of loans payable | |||||||||||
| Short-term operating lease liabilities | |||||||||||
| Short-term financial liabilities | |||||||||||
| Total Current Liabilities | |||||||||||
| Warrant liabilities | |||||||||||
Notes payable, plus accrued interest of $ | |||||||||||
| Long-term operating lease liabilities | |||||||||||
| Total Liabilities | |||||||||||
| Commitments, Note 13 | |||||||||||
| Stockholders’ Equity: | |||||||||||
Common stock $ | |||||||||||
Treasury stock, at cost: | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated other comprehensive income | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Total T Stamp Inc. Stockholders’ Equity | |||||||||||
| Non-controlling interest | |||||||||||
| Total Stockholders’ Equity | |||||||||||
| Total Liabilities and Stockholders’ Equity | $ | $ | |||||||||
The accompanying notes to the consolidated financial statements are an integral part of these statements.
F-3
T STAMP INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
| For the years ended December 31, | ||||||||||||||
| 2024 | 2023 | |||||||||||||
| Net revenue | $ | $ | ||||||||||||
| Operating Expenses: | ||||||||||||||
| Cost of services (exclusive of depreciation and amortization shown separately below) | ||||||||||||||
| Research and development | ||||||||||||||
| Selling, general, and administrative | ||||||||||||||
| Depreciation and amortization | ||||||||||||||
| Total Operating Expenses | ||||||||||||||
| Operating Loss | ( | ( | ||||||||||||
| Non-Operating Income (Expense): | ||||||||||||||
| Interest expense, net | ( | ( | ||||||||||||
| Change in fair value of warrant liability | ||||||||||||||
| Other income | ||||||||||||||
| Other expense | ( | ( | ||||||||||||
| Total Other Income (Expense), Net | ( | |||||||||||||
| Net Loss before Taxes | ( | ( | ||||||||||||
| Income tax (expense) benefit | ( | |||||||||||||
| Net Loss | ( | ( | ||||||||||||
| Deemed dividend | ( | |||||||||||||
| Net loss before non-controlling interest | ( | ( | ||||||||||||
| Net loss attributable to non-controlling interest | ||||||||||||||
| Net loss attributable to T Stamp Inc. | $ | ( | $ | ( | ||||||||||
| Basic and diluted net loss per share attributable to T Stamp Inc. | $ | ( | $ | ( | ||||||||||
| Weighted-average shares used to compute basic and diluted net loss per share | ||||||||||||||
The accompanying notes to the consolidated financial statements are an integral part of these statements.
F-4
T STAMP INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
| For the years ended December 31, | ||||||||||||||
| 2024 | 2023 | |||||||||||||
| Net loss including non-controlling interest | $ | ( | $ | ( | ||||||||||
| Other Comprehensive Income (Loss): | ||||||||||||||
| Foreign currency translation adjustments | ( | |||||||||||||
| Total Other Comprehensive Income (Loss) | ( | |||||||||||||
| Comprehensive loss | ( | ( | ||||||||||||
| Comprehensive loss attributable to non-controlling interest | ||||||||||||||
| Comprehensive loss attributable to T Stamp Inc. | $ | ( | $ | ( | ||||||||||
The accompanying notes to the consolidated financial statements are an integral part of these statements.
F-5
T STAMP INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
| Common Stock | Additional Paid-In Capital | Treasury Stock | Stockholders’ Notes Receivable | Accumulated Other Comprehensive Income | Accumulated Deficit | Non-controlling Interest | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, January 1, 2023 | $ | $ | $ | $ | ( | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of warrants to common stock | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of options to common stock | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock | ( | ( | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock warrants | — | — | — | — | — | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock, prefunded warrants, and common stock warrants, net of fees | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock in relation to vested restricted stock units, to wholly owned subsidiary | ( | ( | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Reverse stock split rounding | ( | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repayment of shareholders loan through in-kind services | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Currency translation adjustment | — | — | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss attributable to T Stamp Inc. | — | — | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of warrants to common stock | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Termination of common stock warrant agreement | — | — | ( | — | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock in relation to vested restricted stock units and grants | ( | ( | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Deemed dividend related to inducement transactions | — | — | ( | — | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock, prefunded warrants, and common stock warrants, net of fees | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation prepaid for third party future services | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Currency translation adjustment | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes to the consolidated financial statements are an integral part of these statements.
F-6
T STAMP INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the years ended December 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net loss | $ | ( | $ | ( | |||||||
| Net loss attributable to non-controlling interest | |||||||||||
| Adjustments to reconcile net loss to cash flows used in operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Stock-based compensation | |||||||||||
| Change in fair value of warrant liability | ( | ( | |||||||||
| Repayment of shareholder loan through in-kind services | |||||||||||
| Impairment of intangible assets | |||||||||||
| Gain on sale of property and equipment | ( | ||||||||||
| Non-cash interest | |||||||||||
| Non-cash lease expense | |||||||||||
| Non-cash write off of mobile hardware | ( | ( | |||||||||
| Loss on retirement of equipment | |||||||||||
| Loss on inducement agreements | |||||||||||
| Loss on termination of warrant agreement | |||||||||||
| Non-cash investment gain | ( | ||||||||||
| Changes in assets and liabilities: | |||||||||||
| Accounts receivable | |||||||||||
| Notes receivable | ( | ||||||||||
| Related party receivables | ( | ||||||||||
| Prepaid expenses and other current assets | ( | ||||||||||
| Other assets | ( | ||||||||||
| Accounts payable | ( | ||||||||||
| Accrued expense | ( | ||||||||||
| Related party payables | ( | ( | |||||||||
| Income tax payable | ( | ||||||||||
| Deferred revenue | ( | ||||||||||
| Operating lease liabilities | ( | ( | |||||||||
| Net cash flows used in operating activities | ( | ( | |||||||||
| Cash flows from investing activities: | |||||||||||
| Proceeds from sale of property, plant and equipment | |||||||||||
| Investment | ( | ||||||||||
| Capitalized internally developed software costs | ( | ( | |||||||||
| Patent application costs | ( | ( | |||||||||
| Purchases of property and equipment | ( | ( | |||||||||
| Net cash flows used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from common stock, prefunded warrants, and common stock warrants, net of fees | |||||||||||
| Proceeds from exercise of warrants to common stock | |||||||||||
| Proceeds from exercise of options to common stock | |||||||||||
| Payment to terminate common stock warrant agreement | ( | ||||||||||
| Forfeited common stock shares to satisfy taxes | ( | ( | |||||||||
| Proceeds from loans | |||||||||||
| Principal payments on loans | ( | ||||||||||
| Principal payments on financial liabilities | ( | ||||||||||
| Net cash flows from financing activities | $ | $ | |||||||||
| Effect of foreign currency translation on cash | ( | ( | |||||||||
| Net change in cash and cash equivalents | ( | ||||||||||
| Cash and cash equivalents, beginning of period | |||||||||||
| Cash and cash equivalents, end of period | $ | $ | |||||||||
F-7
T STAMP INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
| Supplemental disclosure of cash flow information: | |||||||||||
| Cash paid during the period for interest | $ | $ | |||||||||
| Supplemental disclosure of non-cash activities: | |||||||||||
| Adjustment to financing activities for deemed dividend related to inducement transactions | $ | $ | |||||||||
| Equity issued for professional services | $ | $ | |||||||||
| Adjustment to operating lease right-of-use assets related to renewed leases | $ | $ | |||||||||
| Adjustment to operating lease operating lease liabilities related to renewed leases | $ | $ | |||||||||
| Adjustment to operating lease right-of-use assets related to terminated leases | $ | $ | |||||||||
| Adjustment to operating lease liabilities related to terminated leases | $ | $ | |||||||||
| Prepaid rent expense reclassified upon termination of leases | $ | $ | |||||||||
| Adjustment to operating lease liabilities related to new lease commencement | $ | $ | |||||||||
| Adjustment to operating lease right-of-use assets for new lease commencement | $ | $ | |||||||||
| Adjustment to prepaid rent upon commencement of new lease | $ | $ | |||||||||
The accompanying notes to the consolidated financial statements are an integral part of these statements.
F-8
T STAMP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Description of Business and Summary of Significant Accounting Policies and Going Concern
Description of Business — T Stamp Inc. was incorporated in the State of Delaware on April 11, 2016. T Stamp Inc. and its subsidiaries (“Trust Stamp,” “we,” “us,” “our,” or the “Company”) develop and market artificial intelligence-powered or enabled software solutions for enterprise and government partners and peer-to-peer markets.
Trust Stamp primarily develops proprietary artificial intelligence-powered solutions, researching and leveraging machine learning artificial intelligence, including computer vision, cryptography, and data mining, to process and protect data and deliver insightful outputs that identify and defend against fraud, protect sensitive user information, facilitate automated processes, and extend the reach of digital services through global accessibility. We utilize the power and agility of technologies such as GPU processing, edge computing, neural networks, and large language models to process and protect data faster and more effectively than historically possible to deliver results at a disruptively low cost for usage across multiple industries.
Reverse Split — On February 15, 2023 our Board of Directors approved and, as of February 20, 2023, the holders of a majority of our voting capital stock approved an amendment (the “Certificate of Amendment”) to the Company’s Amended and Restated Certificate of Incorporation and approved to effect a reverse split of our issued and outstanding shares of Class A Common Stock at a ratio of one share for every five shares currently held, rounded up to the nearest whole share – whereby every five (5) outstanding shares of Class A Common Stock was combined and became one (1) share of Class A Common Stock, rounding up to the nearest whole number of shares (the “Reverse Split”). All share and per share amounts have been updated to reflect the Reverse Split in these consolidated financial statements. The Reverse Split was effective for trading on the market opening of Nasdaq on March 23, 2023. The Reverse Stock Split effective March 23, 2023, was ratified 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.
Reverse Split — On December 30, 2024, the Company filed a Certificate of Amendment to the Company’s Third Amended and Restated Certificate of Incorporation, which was previously approved by the Company’s stockholders at the special meeting held on November 18, 2024 and described in the Company’s definitive proxy statement filed with the SEC on September 30, 2024, to effectuate a reverse stock split at a ratio of one (1) share of Common Stock for every fifteen (15) shares of Common Stock (the “Reverse Stock Split”) which became effective as of the opening of business on January 6, 2025 (the “Effective Time”). Accordingly, all share and per share amounts for all periods presented in the accompanying consolidated financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect the reverse stock split.
Going Concern — The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company is a business that has not yet generated profits, with a Net loss in the year ended December 31, 2024 of $10.61 million, negative Net operating cash outflows of $8.92 million for the same period, negative working capital of $501 thousand and an Accumulated deficit of $61.46 million as of December 31, 2024.
F-9
The Company’s ability to continue as a going concern in the next twelve months following the date the consolidated financial statements were available to be issued is dependent upon its ability to produce revenues and/or obtain financing sufficient to meet current and future obligations and deploy such to produce profitable operating results. Management has evaluated these conditions and plans to generate revenue and raise capital as needed to satisfy the Company’s capital needs. While the negotiation of significant additional revenue is well advanced, it has not reached a stage that allows it to be factored into a going concern evaluation. In addition, although the Company has previously been successful in raising capital as needed and has already made plans to do so as well as restructuring expenses to meet the Company’s cash needs, no assurance can be given that the Company will be successful in its capital raising efforts. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for twelve months since issuance date.
Basis of Presentation — The accompanying consolidated financial statements have been prepared in conformity with US Generally Accepted Accounting Principles (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). The accompanying consolidated financial statements have been prepared on a basis which assumes that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.
Basis of Consolidation — The accompanying consolidated financial statements reflect the activity of the Company and its subsidiaries, Trust Stamp Malta Limited (“Trust Stamp Malta”), Biometric Innovations Limited (“Biometrics”), Trust Stamp Rwanda Limited, Trust Stamp Denmark ApS, Trust Stamp Nigeria Limited, Quantum Foundation, Trusted Mail Inc. (“Trusted Mail”), and Finnovation LLC (“Finnovation”). All significant intercompany transactions and accounts have been eliminated.
Variable Interest Entity — On April 9, 2019, management created a new entity, Tstamp Incentive Holdings (“TSIH”) to which the Company issued 21,368 shares of Class A Common Stock that the Board of Directors of TSIH could use for employee stock awards in the future. The purpose of the entity was to provide an analogous structure to a traditional stock incentive plan. As of December 31, 2024 and the date of this report, no shares of Class A Common Stock are held by TSIH as all shares have been issued pursuant to employee Restricted Stock Units. The Company has completed the process of administratively dissolving TSIH with the dissolution effective as of February 13, 2025.
The Company does not own any of the shares of Class A Common Stock of the Company held by TSIH. The Company considers this entity to be a variable interest entity (“VIE”) because it is thinly capitalized and holds no cash. Because the Company does not own shares in TSIH, management believes that this gives the Company a variable interest. Further, management of the Company also acts as management of TSIH and is the decision-maker as management grants shares held by TSIH to employees of the Company. As this VIE owns only shares in the Company and no other liabilities or assets, the Company is the primary beneficiary of TSIH and will consolidate the VIE.
Use of Estimates — The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ materially from these estimates. On an ongoing basis, the Company evaluates their estimates that include, but are not limited to, measuring satisfaction of a performance obligation over time, related to revenue contracts that are not fully complete at the end of a fiscal year, capitalization and estimated useful life of internal-use software, the allowance for doubtful accounts, the fair value of financial assets and liabilities, the recoverability of Goodwill, stock-based compensation, impairment of long-lived assets, the valuation of deferred tax assets and uncertain tax positions, and warrant liabilities. We base our estimates on assumptions, both historical and forward-looking trends, and various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities.
Segment Information — The Company has a single operating and reportable segment. The Company’s chief operating decision maker is its Chief Executive Officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance, and allocating resources.
Risks and Uncertainties — The Company is dependent upon additional capital resources for its planned full-scale operations, and is subject to significant risks and uncertainties, including failing to secure funding to continue to operationalize the Company’s plans or failing to profitably operate the business.
F-10
Major Customers and Concentration of Risks — Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of Cash and cash equivalents, and Accounts receivable. We maintain our Cash and cash equivalents with high-quality financial institutions, mainly in the United States; the composition of which are regularly monitored by us. The Federal Deposit Insurance Corporation covers $250 thousand for substantially all depository accounts. The Company from time to time may have amounts on deposit in excess of the insured limits. As of December 31, 2024 and 2023, the Company had $2.16 million and $2.62 million in U.S. bank accounts, respectively, which exceeded these insured amounts. Management believes minimal credit risk exists with respect to these financial institutions and the Company has not experienced any losses on such amounts.
For Accounts receivable, we are exposed to credit risk in the event of nonpayment by customers to the extent the amounts are recorded in the consolidated balance sheets. We extend different levels of credit and maintain reserves for potential credit losses based upon the expected collectability of Accounts receivable. We manage credit risk related to our customers by performing periodic evaluations of credit worthiness and applying other credit risk monitoring procedures.
One customer represented 78.50 %, of the balance of total Accounts receivable as of December 31, 2024 and three customers represented 91.11 % or 53.55 %, 30.43 %, and 7.13 %, of the balance of total Accounts receivable as of December 31, 2023. The Company seeks to mitigate its credit risk with respect to Accounts receivable by contracting with large commercial customers and government agencies, and regularly monitoring the aging of Accounts receivable balances. As of December 31, 2024 and 2023, the Company had not experienced any significant losses on its Accounts receivable.
During the year ended December 31, 2024, the Company sold to primarily three customers which made up approximately 90.14 % of total Net revenue, and consisted of 43.94 %, 32.44 %, and 13.76 % from an S&P 500 Bank, QID, and Mastercard respectively.
Additionally, during the year ended December 31, 2023, the Company sold to primarily three customers which made up approximately 89.75 % of total Net revenue, and consisted of 55.04 %, 17.77 %, and 16.94 % from IGS, an S&P 500 Bank, and Mastercard, respectively.
Foreign Currencies — The functional currencies of the Company’s foreign subsidiaries are the local currencies. For those subsidiaries, the assets and liabilities are translated into U.S. dollars at the exchange rate method at the consolidated balance sheet date. The Company’s other comprehensive (loss) is comprised of foreign currency translation adjustments related to the Company’s foreign subsidiaries. Income and expenses are translated at the average exchange rates for the period. Foreign currency transaction gains and losses are included in Other income or Other expense in the consolidated statements of operations.
Cash and Cash Equivalents — Cash and cash equivalents consist of cash in banks and bank deposits. The Company considers all highly liquid instruments purchased with an original maturity of three months or less when purchased as cash equivalents.
Accounts Receivable and Allowance for Credit Losses — Accounts receivable are recorded at the invoiced amount, net of an allowance for credit losses, if any. The Company’s trade receivables primarily arise from the sale of our products to customers through contracts for software licenses and subscriptions, software usage, web hosting fees, and software development with payment terms of 60 days. The Company evaluates the credit risk of a customer when extending credit based on a combination of various financial and qualitative factors that may affect the customers’ ability to pay. These factors include the customers’ financial condition and past payment experience.
The Company maintains an allowance for credit losses, which represents an estimate of expected losses over the remaining contractual life of its receivables considering current market conditions and estimates for supportable forecasts when appropriate. The Company measures expected credit losses on its trade receivables on a customer basis. The estimate of expected credit losses considers any historical losses, delinquency trends, collection experience, and/or economic risk where appropriate. Additionally, management develops a specific allowance for trade receivables known to have a high risk of expected future credit loss.
The Company has historically experienced immaterial write-offs given the nature of the customers and contracts. As of December 31, 2024, the Company had gross receivables (including unbilled receivables) of $344 thousand and an allowance for credit losses of $11 thousand. As of December 31, 2023, the Company had gross receivables of $694 thousand and $8 thousand allowance for credit losses.
F-11
As of December 31, 2024, Accounts receivable includes no unbilled receivables and as of December 31, 2023, Accounts receivable includes unbilled receivables of $143 thousand.
Property and Equipment, Net — Property and equipment, net is stated at cost less accumulated depreciation. Depreciation is recognized using the straight-line method over the estimated useful lives of the respective assets. Maintenance and repairs that do not improve or extend the useful lives of the assets are expensed when incurred, whereas additions and major improvements are capitalized. Upon sale or retirement of assets, the cost and related accumulated depreciation are derecognized from the consolidated balance sheet and any resulting gain or loss is recorded in the consolidated statements of operations in the period realized.
Capitalized Internal-Use Software, Net — Capitalized Internal-Use Software, Net is a combination of costs related to software developed, modified, or acquired solely to meet Trust Stamp's internal requirements, with no substantive plans to market such software at the time of development or acquisition are capitalized, and costs related to the development of software-as-a-service ("SaaS") based solutions. The Company capitalizes eligible costs to develop Capitalized Internal-Use Software and SaaS solutions that are incurred subsequent to the preliminary project stage throughout the development stage. These costs consist of personnel costs (including salaries, related benefits, and stock-based compensation) and certain third-party costs that are incurred during the application development stage. We also capitalize the costs incurred to upgrade and enhance that result in additional functionality. Costs incurred during the preliminary project stage, the post-implementation operational stage, and for maintenance are expensed as incurred. Maintenance costs are expensed as incurred. The estimated useful life of costs capitalized is evaluated for each specific project that is generally five years. Actual economic lives may differ from estimated useful lives. Periodic reviews could result in a change in estimated useful lives and therefore changes in amortization expense in future periods.
As of December 31, 2024, the Company determined that $25 thousand of Capitalized internal-use software and $2 thousand of Intangible assets were impaired. The impaired Capitalized internal-use software was expensed to during the year ended December 31, 2024. As of December 31, 2023, the Company determined that $19 thousand of Capitalized internal-use software and $12 thousand of Intangible assets was impaired. The impaired Capitalized internal-use software was expensed to during the year ended December 31, 2023.
Investment — Cost method investments are accounted for in accordance with ASC 321, Investments – Equity Securities (“ASC 321”). Under this guidance, investments in equity securities in privately-held companies without readily determinable fair values are generally recorded at cost, plus or minus subsequent observable price changes in identical or similar investments, less impairments. The Company elected the practical expedient permitted by ASC 321 and recorded the above investment on a cost basis. As a part of the assessment for impairment indicators, the Company considers significant deterioration in the earnings performance and overall business prospects of the investee as well as significant adverse changes in the external environment the investment operate. If qualitative assessment indicates the investment is impaired, the fair value of the investments would be estimated, which would involve a significant degree of judgement and subjectivity.
Goodwill — Goodwill is accounted for in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 350, Intangibles—Goodwill and Other. The Company allocates the cost of an acquired business to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The excess of the purchase consideration transferred over the fair value of the net assets acquired, including other Intangible assets, net, is recorded as Goodwill. Goodwill is tested for impairment at the reporting unit level at least quarterly or more frequently when events or circumstances occur that indicate that it is more likely than not that an impairment has occurred. In assessing Goodwill for impairment, the Company first assesses qualitative factors to determine whether it is necessary to
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perform the quantitative goodwill impairment test. In the qualitative assessment, the Company considers factors including economic conditions, industry and market conditions and developments, overall financial performance and other relevant entity-specific events in determining whether it is more likely than not that the fair value of the reporting unit is less than the carrying amount. Should the Company conclude that it is more likely than not that the recorded Goodwill amounts have been impaired, the Company would perform the impairment test. Goodwill impairment exists when a reporting unit’s carrying value exceeds its fair value. Significant judgment is applied when Goodwill is assessed for impairment. There were no impairment charges to Goodwill during the year ended December 31, 2024.
Fair Value of Assets and Liabilities — The Company follows the relevant U.S. GAAP guidance regarding the determination and measurement of the fair value of assets/liabilities; in which fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction valuation hierarchy which requires an entity to maximize the use of observable inputs when measuring fair value. The guidance describes the following three levels of inputs that may be used in the methodology to measure fair value:
Level 1 – Quoted prices available in active markets for identical investments as of the reporting date;
Level 2 – Inputs other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date; and
Level 3 – Unobservable inputs, which are to be used in situations where there is little or no market activity for the asset or liability and wherein the reporting entity makes estimates and assumptions related to the pricing of the asset or liability including assumptions regarding risk.
A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The estimated fair values of Cash and cash equivalents, Accounts receivable, Related party receivables, Prepaid expenses and other current assets, Other assets, Accounts payable, Related party payables, Accrued expenses, Deferred revenue, Customer deposit liabilities, and Notes payable approximate their carrying values. The fair values of warrant liabilities issued in connection with equity or debt issuance are determined using the Black-Scholes valuation model, a “Level 3” fair value measurement, based on the estimated fair value of the underlying common stock, volatility based on the historical volatility data of similar companies, considering the industry, products and market capitalization of such other entities, the expected life based on the remaining contractual term of the conversion option and warrant liabilities and the risk free interest rate based on the implied yield available on U.S. Treasury Securities with a maturity equivalent to the warrant liability’s contractual life. The Company accounts for its financial assets and liabilities at fair value regularly. The Company evaluates the fair value of its non-financial assets and liabilities on a nonrecurring basis.
Revenue Recognition — The Company derives its revenue primarily from professional services. The components of these revenues include but are not limited to:
•Software License and Subscription
•Software Usage (Orchestration Layer)
•Web Hosting Fees
•Software Development.
Revenue is recognized upon transfer of control of promised products and services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. If the consideration promised in a contract includes a variable amount, the Company includes an estimate of the amount it expects to receive or the total transaction price if it is probable that a significant reversal of cumulative revenue recognized will not occur. The Company allocates the transaction price to each performance obligation in an amount that depicts the amount of consideration to which the Company expects to be entitled for transferring the promised goods or services to the customer. The best evidence of a standalone selling price is the observable price of a good or service when the Company sells that good or service separately in similar circumstances and to similar customers. If a standalone selling price is not directly observable, the Company the Company estimates the standalone selling price at an amount that results in the allocation of the
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transaction price meeting the allocation objectives by considering all information (including market conditions, entity-specific factors, and information about the customer or class of customer) reasonably available.
The Company determines the amount of revenue to be recognized through the application of the following steps:
•Identification of the contract, or contracts with a customer;
•Identification of the performance obligations in the contract;
•Determination of the transaction price;
•Allocation of the transaction price to the performance obligations in the contract; and
•Recognition of revenue when or as the Company satisfies the performance obligations.
At contract inception, the Company will assess the services agreed upon within each contract and assess whether each service is distinct and determine those that are performance obligations. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. In general, each contract with a customer consists of a single performance obligation to perform services in which revenue is recognized when the service has been delivered. For performance obligations that the Company satisfies over time, The Company recognizes revenue over time using an output method based on the passage of time, as our customers simultaneously receive and consume the benefits of our services throughout the contract term. This method provides a faithful depiction of the transfer of services because our customers have continuous access to the platform and its features during the contract period, and the benefits of the service are consumed over time.
Remaining Performance Obligations — The Company’s arrangements with its customers often have terms that span over multiple years. Revenue allocated to remaining performance obligations represents non-cancelable contracted revenue that has not yet been recognized, which includes deferred revenue and, in certain instances, amounts that will be invoiced. The Company has elected the practical expedient allowing the Company to not disclose remaining performance obligations for contracts with original terms of twelve months or less. Cancellable contracted revenue, which includes customer deposit liabilities, is not considered a remaining performance obligation. As of December 31, 2024 and 2023, the Company did not have any related performance obligations for contracts with terms exceeding twelve months.
Disaggregation of Revenue
| For the years ended December 31, | ||||||||||||||
| 2024 | 2023 | |||||||||||||
| Professional services (over time) | $ | $ | ||||||||||||
| License fees (over time) | ||||||||||||||
| License fees (one time) | ||||||||||||||
| Total Revenue | $ | $ | ||||||||||||
Contract Balances — The timing of customer billing and payment relative to the start of the service period varies from contract to contract; however, the Company bills many of its customers in advance of the provision of services under its contracts, resulting in liabilities consisting of either deferred revenue (a “contract liability”) or customer deposit liabilities. Deferred revenue represents billings under non-cancelable contracts before the related product or service is transferred to the customer. Such amounts are recognized by the Company over the life of the contract upon meeting the revenue recognition criteria, but generally within one year. Customer deposit liabilities consist of billings or payments received in advance of the start of the contractual term or for anticipated revenue-generating activities for the portion of a contract term that is subject to cancellation for convenience. Certain of the Company’s arrangements generally include terms that allow the customer to terminate the contract for convenience and receive a refund of the amount of the customer deposit for the percentage of the work not performed prior to the notice of termination. In these arrangements, the Company concluded there are no enforceable rights and obligations after such notice period and therefore, the consideration received or due from the customer that is subject to termination for convenience is recorded as customer deposit liabilities.
The payment terms and conditions vary by contract; however, the Company’s terms generally require payment within 30 to 60 days from the invoice date. In instances where the timing of revenue recognition differs from the timing of payment, the Company elected to apply the practical expedient in accordance with ASC 606 to not adjust contract consideration for the effects of a significant financing component as the Company expects, at contract inception, that the period between when
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promised goods and services are transferred to the customer and when the customer pays for those goods and services will be one year or less. As such, the Company determined its contracts do not generally contain a significant financing component.
Costs to Obtain and Fulfill Contracts — Incremental costs of obtaining a contract include only those costs that are directly related to the acquisition of contracts, including sales commissions, and that would not have been incurred if the contract had not been obtained. In alignment with ASC 340, Other Assets and Deferred Costs ("ASC 340"), the Company recognizes an asset for the incremental costs of obtaining a contract with a customer if we expect to recover the costs. The Company elected to apply the practical expedient in accordance with ASC 340 which allows the Company to expense commissions as incurred when the contract term is twelve months or less in total. Costs to obtain contracts and costs to fulfill contracts were not material in the periods presented.
Warrants — The Company accounts for stock warrants as either equity instruments, derivative liabilities, or liabilities in accordance with ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”), depending on the specific terms of the warrant agreement.
Cost of Services Provided — Cost of services generally consists of the cost of hosting fees, materials, and cost of labor associated with professional services rendered. Depreciation and amortization expense is not included in Cost of services.
Research and Development — Research and development costs are expensed as incurred and consist primarily of personnel costs such as salaries and benefits and relate primarily to time spent during the preliminary project stage, post implementation maintenance, bug fixes associated with Capitalized internal-use software activities, and front-end application development in which technological feasibility has not been established. Depreciation and amortization expense is not included in Research and development.
Advertising — Advertising costs are expensed as incurred. Advertising and marketing expense totaled $60 thousand and $224 thousand for the years ended December 31, 2024 and 2023, respectively.
Income Taxes — The Company records income tax provisions for the anticipated tax consequences of the reported results of operations using the asset and liability method. Under this method, the Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts for financial reporting purposes and the tax bases of assets and liabilities, as well as for loss and tax credit carryforwards. The deferred assets and liabilities are measured using the statutorily enacted tax rates anticipated to be in effect when those tax assets and liabilities are expected to be realized or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the period that includes the enactment date.
A valuation allowance is established if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company considers all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income in assessing the need for a valuation allowance.
The Company’s tax positions are subject to income tax audits by multiple tax jurisdictions. The Company recognizes the tax benefit of an uncertain tax position only if it is more likely than not the position will be sustainable upon examination by the taxing authority, including resolution of any related appeals or litigation processes. This evaluation is based on all available evidence and assumes that the tax authorities have full knowledge of all relevant information concerning the tax position. The tax benefit recognized is measured as the largest amount of benefit which is more likely than not (greater than
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50% likely) to be realized upon ultimate settlement with the taxing authority. The Company recognizes interest accrued and penalties related to unrecognized tax benefits in Income tax benefit (expense). The Company adjusts these reserves in accordance with the income tax guidance when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different from the amounts recorded, such differences may affect the provision for income taxes in the period in which such determination is made and could have a material impact on the Company’s financial condition and operating results.
There were no discrete items that impacted the effective tax rate for the years ended December 31, 2024 and 2023, respectively. The rate remained consistent over the period due to the full valuation allowance recorded in the period.
The Company had an effective tax rate of 0
Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences are deductible. In making this determination, management considers all available positive and negative evidence affecting specific deferred tax assets, including the Company’s past and anticipated future performance, the reversal of deferred tax liabilities, the length of carry-back and carry-forward periods, and the implementation of tax planning strategies.
The Company had unrecognized tax benefits of $179,778 and $129,082 as of December 31, 2024 and 2023, respectively.
It is the Company’s policy to recognize interest and penalties related to income tax matters in Income tax benefit (expense). The Company has not accrued any penalties related to uncertain tax positions due to offsetting tax attributes as of December 31, 2024 and 2023.
The Company files U.S. federal, state, and foreign income tax returns in jurisdictions with varying statutes of limitation. The only material jurisdiction where the Company is subject to potential examination by tax authorities is the U.S. (federal and state) for tax years 2021 through 2023.
Leases — The Company determines if a contract is a lease or contains a lease at the inception of the contract in accordance with Accounting Standards Update No. 2021-05, Leases (Topic 842): Lessors—Certain Leases with Variable Lease Payments ("ASC 842"). All leases are assessed for classification as an operating lease or a finance lease. The lease term begins on the commencement date, the date the Company takes possession of the property, and the commencement date is used to calculate straight-line expense for operating leases. The lease may include options to extend or terminate the lease. When it is reasonably certain that the option will be exercised, the Company reassess our conclusions to account for the modified contract.
Operating lease right-of-use assets represent the Company’s right to use an underlying asset during a lease term and are included in non-current assets on our consolidated balance sheet. Operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease liabilities are divided into two classifications on our consolidated balance sheet as a current liability, Short-term operating lease liabilities, and a non-current liability, Long-term operating lease liabilities. The Company does not have any finance lease right-of-use assets or finance lease liabilities.
The Company’s operating lease liabilities are recognized at the applicable lease commencement date based on the present value of the lease payments required to be paid over the lease term. The interest rate implicit in the lease is not readily determinable, therefore, the Company uses an estimated incremental borrowing rate to discount the lease payments to present value. The estimated incremental borrowing rate is derived from information available at the lease commencement date. The Company’s Operating lease right-of-use assets are also recognized at the applicable lease commencement date. The Operating lease right-of-use asset equals the carrying amount of the related operating lease liability, adjusted for any lease payments made prior to lease commencement and lease incentives provided by the lessor. Variable lease payments are expensed as incurred and do not factor into the measurement of the applicable Operating lease right-of-use asset or operating lease liability.
The term of our leases equals the non-cancellable period of the lease, including any rent-free periods provided by the lessor, and also include options to renew or extend the lease (including by not terminating the lease) that we are reasonably certain to exercise. We establish the term of each lease at lease commencement and reassess that term in subsequent
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periods if a triggering event occurs. Operating lease cost for lease payments is recognized on a straight-line basis over the lease term.
Some lease contracts include lease and non-lease components. Trust Stamp elected the practical expedient offered by ASC 842 to not separate the lease components from non-lease components. As a result, the Company accounts for leases as a single lease component.
In addition, the Company elected not to recognize right-of-use assets and lease liabilities for leases term of twelve months or less. The short-term lease expenses are recognized on a straight-line basis over the lease term.
Commitments and Contingencies — Liabilities for loss contingencies arising from claims, disputes, legal proceedings, fines and penalties, and other sources are recorded when it is probable that a liability has been or will be incurred and the amount of the liability can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. Recoveries of such legal costs from insurance policies are recorded as an offset to legal expenses in the period they are received.
Treasury Stock — Repurchased treasury stock is recorded at cost. When treasury stock is resold at a price different than its historical acquisition cost, the difference is recorded as a component of Additional paid-in capital in the consolidated balance sheets.
Net Loss per Share Attributable to Common Stockholders — Basic loss per share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. Diluted net loss per share is computed by giving effect to all potentially dilutive Class A Common Stock equivalents for the period. For the purposes of this calculation, stock-based awards, warrants, and the conversion option of convertible notes are considered to be potential common shares outstanding. Since the Company incurred net losses for each of the periods presented, diluted net loss per share is the same as basic net loss per share. The Company’s potential common shares outstanding were not included in the calculation of diluted net loss per share as the effect would be anti-dilutive.
Recent Accounting Pronouncements Not Yet Adopted — In January 2025, the FASB issued ASU Update 2025-01, "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)". The Board issued this Update to clarify the effective date of Accounting Standards Update 2024-03 to be effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027., "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses". The Company does not expect this guidance to have a material impact to its consolidated financial statements or related disclosures.
In November 2024, the FASB issued Update 2024-03 on November 4, 2024 to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of sales, SG&A, and research and development). The Company does not expect this guidance to have a material impact to its consolidated financial statements or related disclosures.
Recently Adopted Accounting Pronouncement — In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures". ASU 2023-07 improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments are effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Early adoption of the amendments is permitted. The Company adopted this update effective December 31, 2024, on a retrospective basis. Refer to Note 12 for the disclosures related to our single operating segment.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) – Improvements to Income Tax Disclosures. ASU 2023-09 requires enhancements and further transparency to certain income tax disclosures, most notably the tax rate reconciliation and income taxes paid. This ASU is effective for fiscal years beginning after December 15, 2024 on a prospective basis and retrospective application is permitted. The Company adopted this standard as of January 1, 2025, and the guidance did not have a material impact on its consolidated financial statements or related disclosures.
In June 2016, the FASB issued Accounting Standards Update No. 2016-13, “Financial Instruments - Credit Losses (Topic 326)” (“ASU 2016-13”). ASU 2016-13 revises the methodology for measuring credit losses on financial instruments and the timing of when such losses are recorded. In November 2019, FASB issued ASU 2019-10, “Financial Instruments –
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Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842).” This ASU defers the effective date of ASU 2016-13 for public companies that are considered smaller reporting companies as defined by the SEC to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company adopted this standard as of January 1, 2023, and the guidance did not have a material impact on its consolidated financial statements or related disclosures.
2. Borrowings
Promissory Notes Payable
| As of December 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Malta loan receipt 3 – June 3, 2022 | $ | $ | |||||||||
| Malta loan receipt 2 – August 10, 2021 | |||||||||||
| Malta loan receipt 1 – February 9, 2021 | |||||||||||
| Interest added to principal | |||||||||||
| Total principal outstanding | |||||||||||
| Plus: accrued interest | |||||||||||
| Total promissory notes payable | $ | $ | |||||||||
In May 2020, the Company formed a subsidiary in the Republic of Malta, Trust Stamp Malta Limited, with the intent to establish a research and development center with the assistance of potential grants and loans from the Maltese government. As part of the creation of this entity, we entered into an agreement with the government of Malta for a potentially repayable advance of up to €800 thousand or $858 thousand to assist in covering the costs of 75 % of the first 24 months of payroll costs for any employee who begins 36 months from the execution of the agreement on July 8, 2020. On February 9, 2021, the Company began receiving funds and as of December 31, 2024, the balance received was $828 thousand which includes changes in foreign currency rates.
The Company will pay an annual interest rate of 2 % over the European Central Banks (ECB) base rate as set on the beginning of the year in review. If the ECB rate is below negative 1 %, the interest rate shall be fixed at 1 %. The Company will repay a minimum of 10 % of Trust Stamp Malta Limited’s pre-tax profits per annum capped at 15 % of the amount due to the Corporation until the disbursed funds are repaid. At this time, Trust Stamp Malta Limited does not have any revenue-generating contracts and therefore, we do not believe any amounts shall be classified as current. The Malta loan interest rate increased from 4.5 % for the year ended December 31, 2023 to 6.5 % for the year ended December 31, 2024.
Subordinated Business Loans
| December 31, 2024 | December 31, 2023 | ||||||||||
| Agile loan agreement 1 - July 9, 2024 | $ | $ | |||||||||
| Agile loan agreement 2 - August 29,2024 | $ | ||||||||||
| Interest added to loan agreement 1 - July 9, 2024 | $ | ||||||||||
| Interest added to loan agreement 2 - August 29, 2024 | $ | ||||||||||
| Total principal and interest outstanding | $ | ||||||||||
| Less: loan repayments | $ | ||||||||||
| Total promissory notes payable | $ | $ | |||||||||
On July 9, 2024, the Company entered into a subordinated secured promissory note with Agile Lending, LLC as lead lender (“Agile”) and Agile Capital Funding, LLC as collateral agent, which provides for a term loan to the Company of $453,600 with the principal amount of $315,000 and interest of $138,600 . Commencing July 18, 2024, the Company is required to make weekly payments of $16 thousand until the due date, The loan may be prepaid subject to a prepayment fee. An administrative agent fee of $15 thousand was paid on the loan. In connection with the loan, Agile was issued a
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subordinated secured promissory note, dated July 9, 2024, in the principal amount of $315,000 which note is secured by all of the Company’s assets, including receivables.
On August 29, 2024, the Company entered into another subordinated secured promissory note with Agile Lending, LLC as lead lender (“Agile”) and Agile Capital Funding, LLC as collateral agent, which provides for a term loan to the Company of $763,200 with the principal amount of $530,000 and interest of $233,200 . Commencing September 6, 2024, the Company is required to make weekly payments of $27 thousand until the due date, March 14, 2025. The loan may be prepaid subject to a prepayment fee. An administrative agent fee of $27 thousand was paid on the loan. In connection with the loan, Agile was issued a subordinated secured promissory note, dated August 29, 2024, in the principal amount of $530,000 which note is secured by all of the Company’s assets, including receivables.
On November 15, 2024, the last payment was made by the Company to Agile in order to settle the remaining balance of the promissory note. Even though the Company decided to repay all the balance remaining of the loan ahead of schedule, as per one of the contract clauses, the agreement specified a "Make-Whole Premium," which means that the Company must pay the remaining interest that would have accrued through the full 28 weeks, even if repaying early. The remaining interest that would have accrued for Agile Loan agreement 1 amounted to $20 thousand, meanwhile for Agile loan agreement 2, this amounted to $150 thousand. This resulted in a final figure of $1,216,800 , which represents the total amount owed by the Company and also the total amount paid by the Company to Agile.
Secured Promissory Note
| As of December 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| SentiLink loan agreement - November 13, 2024 | $ | $ | |||||||||
| Interest added to principal | $ | ||||||||||
| Total secured promissory note payable | $ | $ | |||||||||
On November 13, 2024, the Company entered into a secured promissory note with SentiLink Corporation whereas the Company promised to pay to SentiLink Corp. the principal sum of $3,000,000 . Interest expense accrued from the date of this Promissory Note on the unpaid principal amount at a rate equal to 14 % per annum, computed as simple interest on the basis of a year of 365 days. On January 10, 2025 the Company repaid the secured promissory note in full totaling $3,069,041 , including $69,041 of total interest expense.
3. Warrants
The following table summarizes warrant activity for the years ended December 31, 2024 and 2023:
| Warrants Outstanding | Weighted Average Exercise Price Per Share | Weighted Average Remaining Contractual Life (years) | Aggregate Intrinsic Value | ||||||||||||||||||||
| Balance as of January 1, 2024 | $ | $ | |||||||||||||||||||||
| Warrants issued | |||||||||||||||||||||||
| Warrants exercised | ( | ||||||||||||||||||||||
| Warrants canceled and forfeited | ( | ||||||||||||||||||||||
| Warrant liability variable share change | |||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | ||||||||||||||||||||||
| Warrants exercisable as of December 31, 2024 | $ | ||||||||||||||||||||||
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Liability Classified Warrants
The following table presents the change in the liability balance associated with the liability classified warrants, which are classified in Level 3 of the fair value hierarchy from January 1, 2023 to December 31, 2024:
| Warrants ($) | |||||
| Balance as of January 1, 2023 | $ | ||||
| Additional warrants issued | |||||
| Change in fair value | ( | ||||
| Balance as of December 31, 2023 | $ | ||||
| Balance as of January 1, 2024 | |||||
| Additional warrants issued | |||||
| Change in fair value | ( | ||||
| Balance as of December 31, 2024 | $ | ||||
As of December 31, 2024, the Company has issued a customer a warrant to purchase up to $1.00 million of capital stock in a future round of financing at a 20 % discount of the lowest price paid by another investor. The warrant was issued on November 9, 2016. There is no vesting period, and the warrant expires on November 30, 2026. The Company evaluated the provisions of ASC 480, Distinguishing Liabilities from Equity, noting the warrant should be classified as a liability due to its settlement being for a variable number of shares and potentially for a class of shares not yet authorized. The warrant was determined to have a fair value of $250 thousand which was recorded as a Deferred contract acquisition asset and to a Warrant liability during the year ended December 31, 2016 and was amortized as a revenue discount prior to the current periods presented. The fair value of the warrant was estimated on the date of grant by estimating the warrant’s intrinsic value on issuance using the estimated fair value of the Company as a whole and has a balance of $250 thousand as of December 31, 2024.
On December 16, 2016, the Company issued an investor warrant to purchase $50 thousand worth of shares of our Class A Common Stock. The warrants have no vesting period and expires on December 16, 2026. The warrant agreement states that the investor is entitled to the “number of shares of Common Stock with a Fair Market Value as of the Determination Date of $50,000 ”. The determination date is defined as the “date that is the earlier of (A) the conversion of the investor’s Note into the equity interests of the Company or (B) the maturity date of the Note.” The investor converted the referenced Note on June 30, 2020, therefore, defining the determination date. The number of shares to be purchased is settled as 428 shares as of June 30, 2020. The exercise price of the warrants is variable until the exercise date.
The Company used a Black-Scholes-Merton pricing model to determine the fair value of the warrants and uses this model to assess the fair value of the warrant liability. As of December 31, 2024, the warrant liability is recorded at $5 thousand which is a $1 thousand decrease, recorded to Change in fair value of warrant liability, from the balance of $7 thousand as of December 31, 2023.
| As of December 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Fair Value of Warrants | $ | $ | |||||||||
| Exercise price | $ | $ | |||||||||
| Risk free interest rate | |||||||||||
| Expected dividend yield | % | % | |||||||||
| Expected volatility | |||||||||||
| Expected term | |||||||||||
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Equity Classified Warrants
| As of December 31, | ||||||||||||||||||||
| Warrant Issuance Date | Strike Price | 2024 | 2023 | |||||||||||||||||
| November 9, 2016 | $ | |||||||||||||||||||
| January 23, 2020 | $ | |||||||||||||||||||
| January 23, 2020 | $ | |||||||||||||||||||
| April 18, 2023 | $ | |||||||||||||||||||
| June 5, 2023 | $ | |||||||||||||||||||
| December 21, 2023 | $ | |||||||||||||||||||
| April 3, 2024 | $ | |||||||||||||||||||
| April 3, 2024 | $ | |||||||||||||||||||
| September 3, 2024 | $ | |||||||||||||||||||
| September 3, 2024 | $ | |||||||||||||||||||
| September 3, 2024 | $ | |||||||||||||||||||
| September 10, 2024 | $ | |||||||||||||||||||
| December 5, 2024 | $ | |||||||||||||||||||
| December 5, 2024 | $ | |||||||||||||||||||
| Total warrants outstanding | ||||||||||||||||||||
November 9, 2016
The Company has issued a customer a warrant to purchase 5,342 shares of Class A Common Stock with an exercise price of $46.80 per share. The warrant was issued on November 9, 2016. There is no vesting period, and the warrant expires on November 30, 2026.
January 23, 2020
In January 2020, the Company issued REach®, a related party, a warrant to purchase 12,430 shares of the Company’s Class A Common Stock at an exercise of $120.00 per share in exchange for the cancellation of a $100 thousand SAFE issued on August 18, 2017 by the Company’s affiliate Trusted Mail Inc. with a value of $125 thousand. The warrants were issued on January 23, 2020. There is no vesting period, and the warrants expired on December 20, 2024.
January 23, 2020
In January 2020, the Company issued SCV, a related party, a warrant to purchase 62,141 shares of the Company’s Class A Common Stock at a strike price of $120.00 per share in exchange for $300 thousand in cash and “Premium” sponsorship status with a credited value of $100 thousand per year for 3 years totaling $300 thousand. This “premium” sponsorship status provides the Company with certain benefits in marketing and networking, such as the Company being listed on the investor’s website, as well as providing the Company certain other promotional opportunities organized by the investor. The warrants were issued on January 23, 2020. There is no vesting period.
On December 21, 2021, SCV executed a Notice of Exercise for certain of its warrants to purchase 27,168 shares of Class A Common Stock at an exercise price of $120.00 per share for a total purchase price of $3.26 million. The closing occurred on January 10, 2022 and resulted in total cash proceeds of $3.26 million to the Company for the warrant exercise.
The warrants to purchase the remaining 34,974 shares of the Company’s Class A Common Stock expired on December 20, 2024 and are no longer outstanding as of December 31, 2024.
April 18, 2023
On April 14, 2023, the Company entered into a securities purchase agreement (“SPA”) with Armistice Capital Master Fund Ltd. Pursuant to which the Company agreed to issue and sell to the investor (i) in a registered direct offering, 37,559 shares of Class A Common Stock, par value $0.01 per share of the Company at a price of $49.50 per share, and pre-funded
F-21
warrants to purchase up to 67,330 shares of Class A Common Stock, at a price of $49.485 per prefunded warrant, at an exercise price of $0.015 per share of Class A Common Stock, and (ii) in a concurrent private placement, common stock purchase warrants, exercisable for an aggregate of up to 104,889 shares of Class A Common Stock, at an exercise price of $49.50 per share. On April 18, 2023, the Company sold 37,559 shares of Class A Common Stock to the institutional investor at a price of $49.50 per share for total proceeds $1,859,154 . Additionally, on same date, the institutional investor purchased and exercised the 67,330 pre-funded warrants, for total proceeds to the Company of $3,332,835 , resulting in an aggregate issuance by the Company of 104,889 shares of Class A Common Stock for net proceeds of $4,778,550 from the registered direct offering after deducting placement fee and legal expense of $363,439 and $50,000 , respectively.
On December 21, 2023, the Company entered into an Inducement Agreement with Armistice Capital Master Fund Ltd. Pursuant to the terms of the Inducement Agreement, the exercise price for the warrants to purchase the remaining 104,889 shares of Class A Common Stock of the Company was reduced to $20.10 for a total purchase price of $2,108,262 .
On December 21, 2023, the remaining 104,889 common stock purchase warrants to purchase shares of Class A Common Stock of the Company at a price of $20.10 per warrant were exercised for total proceeds of $2,108,262 .
On December 21, 2023, the Company issued 53,200 shares of Class A Common Stock of the 104,889 exercised. Due to the beneficial ownership limitation provisions in the Inducement Agreement the remaining 51,689 common stock purchase warrants exercised on December 21, 2023 were unissued and held in abeyance for benefit of the institutional investor until notice from the institutional investor that the shares may be issued in compliance with the beneficial ownership limitation. On February 7, 2024 and February 27, 2024, the Company issued 21,334 and 30,355 shares, respectively.
All warrants related to this investment have been exercised and are no longer outstanding as of December 31, 2024.
June 5, 2023
On June 1, 2023, the Company entered into a securities purchase agreement (“SPA”) with an Armistice Capital Master Fund Ltd. Pursuant to which the Company agreed to issue and sell to the investor (i) in a registered direct offering, 49,094 shares of Class A Common Stock, par value $0.01 per share of the Company at a price of $34.50 per share, and pre-funded warrants to purchase up to 36,220 shares of Class A Common Stock, at a price of $34.485 per prefunded warrant, at an exercise price of $0.015 per share of Class A Common Stock, and (ii) in a concurrent private placement, common stock purchase warrants, exercisable for an aggregate of up to 85,314 shares of Class A Common Stock, at an exercise price of $34.50 per share. On June 5, 2023, the Company sold 49,094 shares of Class A Common Stock to the institutional investor at a price of $34.50 per share for total proceeds of $1,693,720 . Additionally, on same date, the institutional investor purchased the 36,220 pre-funded warrants at a price of $34.485 per prefunded warrant, for total proceeds to the Company of $1,249,047 , resulting in an issuance by the Company of 49,094 shares of Class A Common Stock for net proceeds of $2,686,773 from the registered direct offering after deducting placement fee and legal expense of $205,994 and $50,000 , respectively.
On June 12, 2023, the institutional investor exercised 21,487 pre-funded warrants at a price of $0.015 per prefunded warrant, resulting in an issuance by the Company of 21,487 shares of Class A Common Stock for total proceeds of $322 . Additionally, on June 23, 2023, the institutional investor exercised 14,734 pre-funded warrants at a price of $0.015 per prefunded warrant, resulting in an issuance by the Company of 14,734 shares of Class A Common Stock for total proceeds of $221 .
On December 21, 2023, the Company entered into an Inducement Agreement with Armistice Capital Master Fund Ltd. Pursuant to the terms of the Inducement Agreement, the exercise price for the common stock purchase warrants to purchase the remaining 85,314 shares of Class A Common Stock of the Company was reduced to $20.10 for a total purchase price of $1,714,798 . The common stock purchase warrants to purchase 85,314 shares of the Company’s Class A Common Stock have been exercised and are no longer outstanding as of December 31, 2024.
On December 21, 2023, the institutional investor exercised 7,112 warrants to purchase shares of Class A Common Stock of the Company at a price of $20.10 per warrant for total proceeds of $142,938 .
As of December 21, 2023, due to the beneficial ownership limitation provisions in the Inducement Agreement, the 7,112 warrants were unissued and held in abeyance for benefit of the institutional investor until notice from the institutional investor that the shares may be issued in compliance with the beneficial ownership limitation. These shares were subsequently issued on February 27, 2024.
F-22
On September 3, 2024, the Company entered into an Inducement Agreement with Armistice Capital Master Fund Ltd. Pursuant to the terms of the Inducement Agreement, the exercise price for the common stock purchase warrants to purchase the remaining 78,202 shares of Class A Common Stock of the Company was reduced to $4.8345 . All of the 78,202 shares were exercised and issued on September 4, 2024.
All warrants related to this investment have been exercised and are no longer outstanding as of December 31, 2024.
December 21, 2023
On December 21, 2023, the Company entered into a warrant exercise agreement (the “WEA”) with a certain existing institutional investor, pursuant to which the institutional investor agreed to exercise (the “Exercise”) (i) a portion (7,112 ) of the warrants issued to the institutional investor on June 5, 2023, which are exercisable for 85,314 shares of the Company’s Class A Common Stock, par value $0.01 per share (“Class A Common Stock”) with a current exercise price of $34.50 per share (the “June 2023 Warrants”), (ii) all of the warrants issued to the institutional investor on September 14, 2022, as amended on June 5, 2023, which are exercisable for 8,000 shares of Class A Common Stock, with a current exercise price of $34.50 per share (the “September 2022 Warrants”), and (iii) all of the warrants issued to the institutional investor on April 18, 2023, which are exercisable for 104,889 shares of Class A Common Stock, with a current exercise price of $49.50 per share (the “April 2023 Warrants” and collectively with all of the June 2023 Warrants and the September 2022 Warrants, the “Existing Warrants”). In consideration for the immediate exercise of 120,000 of the Existing Warrants for cash, the Company agreed to reduce the exercise price of all of the Existing Warrants, including any unexercised portion thereof, to $20.10 per share, which is equal to the most recent closing price of the Company’s Class A Common Stock on The Nasdaq Stock Market prior to the execution of the WEA. As of December 31, 2024, Armistice had submitted an Exercise Notice for 61,200 Existing Warrants and the shares of Class A Common Stock were issued to the warrant holders. The remaining 58,801 Existing Warrants from this exercise are held in abeyance until the Company receives notice from the holders that the remaining shares may be issued in compliance with the beneficial ownership limitation. As of the date of this report, the remaining 58,801 Existing Warrants have been issued.
In addition, in consideration for such Exercise, the Selling Stockholder received new unregistered warrants to purchase up to an aggregate of 240,000 shares of Class A Common Stock, equal to 200 % of the shares of Class A Common Stock issued in connection with the Exercise, with an exercise price of $20.10 per share (the “New Warrants”) in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933 (the “Securities Act”).
On September 3, 2024, the Company entered into an Inducement Agreement with an institutional investor. Pursuant to the terms of the Inducement Agreement, the exercise price for the common stock purchase warrants to purchase the remaining 240,000 shares of Class A Common Stock of the Company was reduced to $4.8345 . The 240,000 warrants were subsequently exercised resulting in the Company receiving $1,160,280 in cash proceeds.
Due to the beneficial ownership limitation provisions in the Inducement Agreement, 47,131 shares were issued on September 4, 2024.
The warrants to purchase the remaining 192,869 shares are held in abeyance for benefit of the institutional investor until notice from the institutional investor that the shares may be issued in compliance with the beneficial ownership limitation. These shares were subsequently issued on November 5, 2024.
All 240,000 warrants related to this investment have been exercised and are no longer outstanding as of December 31, 2024.
April 3, 2024
On April 3, 2024, the Company closed a Securities Purchase Agreement with a certain institutional investor. Pursuant to the terms of the Securities Purchase Agreement, the investor agreed to purchase from the Company 33,333 shares of Class A Common Stock, par value $0.01 of the Company and pre-funded warrants to purchase 100,001 shares of Class A Common Stock of the Company (“Warrant A”) at a purchase price of $14.52 per share resulting in a total purchase price of $1,936,000 . The Company paid offering costs of $245,520 resulting in net proceeds of $1,690,480 .
Additionally, pursuant to the Securities Purchase Agreement, as additional consideration for the share and Warrant A purchase described above, the Company agreed to issue to the Selling Stockholder a stock purchase warrant for the purchase of 133,334 shares of the Company’s Class A Common Stock at an exercise price of $14.52 per share (“Warrant
F-23
B”), and a stock purchase warrant for the purchase of 106,667 shares of the Company’s Class A Common Stock at an exercise price of $15.90 per share (“Warrant C”).
On May 24, 2024, the institutional investor exercised 36,140 pre-funded warrants from Warrant A to purchase shares of Class A Common Stock of the Company at an exercise price of $0.00 per warrant for total proceeds of $0 .
On July 26, 2024, the institutional investor exercised a further 53,273 pre-funded warrants from Warrant A to purchase shares of Class A Common Stock of the Company at an exercise price of $0.00 per warrant for total proceeds of $0 .
On August 20, 2024, the institutional investor exercised the remaining 10,588 pre-funded warrants from Warrant A to purchase shares of Class A Common Stock of the Company at an exercise price of $0.00 per warrant for total proceeds of $0 . Subsequent to the August 20, 2024 exercise, there were no remaining securities in Warrant A.
On September 3, 2024, the Company entered into a Termination and Release Agreement under which the transaction entered into between the Company and institutional investor that terminated the remaining 133,334 stock purchase warrants in Warrant B and 106,667 stock purchase warrants in Warrant C. In consideration of the termination of the Transaction Documents, the Company made a $1,650,000 payment to the institutional investor.
All warrants related to this investment have been exercised or terminated and are no longer outstanding as of December 31, 2024.
September 3, 2024
On September 3, 2024, the Company entered into a securities purchase agreement with a single institutional investor to purchase 95,494 shares of Class A Common Stock, par value $0.01 of the Company (or pre-funded warrants in lieu thereof) in a registered direct offering priced at-the-market under Nasdaq rules. The shares were purchased at $4.8195 resulting in proceeds of $460,230 .
On November 6, 2024, the 95,494 shares were issued upon the exercise of the warrants for $0.015 per share resulting in $1,432 in proceeds.
In a concurrent private placement, the Company also agreed to issue and sell unregistered warrants to purchase up to an aggregate of 190,987 shares of Class A Common Stock, par value $0.01 of the Company. The exercise price for each share of common stock (or pre-funded warrant in lieu thereof) and accompanying warrant is $4.8345 . The private placement warrants will be exercisable upon receipt of shareholder approval and will expire five years from the shareholder approval date and will have an exercise price of $4.8345 per share.
The warrants to purchase the remaining 190,987 shares of the Company’s Class A Common Stock remain outstanding as of December 31, 2024.
September 3, 2024
On September 3, 2024, the Company also entered into a warrant inducement agreement with a single institutional investor to exercise 78,203 outstanding warrants that the Company issued on June 5, 2023 (as amended on December 20, 2023) and 240,000 outstanding warrants that the Company issued on December 20, 2023. These warrant exercises are discussed under the June 5, 2023 and December 20, 2023 sections above. In consideration for the immediate exercise of the warrants, the Company also agreed to issue to the investor unregistered warrants to purchase an aggregate of 636,404 shares of the Company’s common stock. These warrants will have an exercise price of $4.8345 per share, will be exercisable upon receipt of shareholder approval and will expire five years from the initial exercise date.
In accordance with the Inducement Agreement we recognized a deemed dividend of $1.94 million calculated as the fair value of the warrants and reduction in exercise price of the warrants as described above immediately following the Inducement Agreement. The fair values were determined using the Black Scholes Model. This deemed dividend is added to net loss to arrive at net loss attributable to common stockholders on the statements of operations.
The warrants to purchase the remaining 636,404 shares of the Company’s Class A Common Stock remain outstanding as of December 31, 2024.
F-24
September 10, 2024
On September 10, 2024, T Stamp Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement the (“SPA”) with a certain institutional investor. The investor and the Company previously entered into that certain Securities Purchase Agreement dated July 13, 2024, in which the Company issued 306,514 shares of Class A Common Stock, par value $0.01 of the Company (the “Class A Common Stock”) in exchange for the issuance by the investor to the Company of (i) a $500,000 promissory note payable on July 31, 2024; (ii) a $500,000 promissory note payable on August 31, 2024; and (iii) a $1,000,000 promissory note payable within three (3) trading days of an effective resale registration statement. As of the date of this report, all promissory notes have been repaid.
Pursuant to the terms of the SPA, the Company agreed, at the closing of the SPA and upon the terms and subject to the conditions set forth in the SPA, to issue certain shares warrants to purchase 250,930 shares of Class A Common Stock, with an exercise price equal to $3.4095 , subject to adjustment in certain circumstances. Warrants shall be exercisable for a period of 24 months beginning on November 1, 2024,
The warrants to purchase the remaining 250,930 shares of the Company’s Class A Common Stock remain outstanding as of December 31, 2024.
December 5, 2024
On December 5, 2024, the Company entered into a securities purchase agreement (the “December 2024 SPA”) with an investor, pursuant to which the Company agreed to issue and sell to the Selling Stockholder (i) in a registered direct offering, (a) 139,000 shares of Class A Common Stock (the “December 2024 Shares”); and (b) Pre-Funded Warrants (the "December 2024 Pre-Funded Warrants") to purchase 231,370 shares of the Company’s Class A Common Stock at an exercise price of $0.015 per share and (ii) in a concurrent private placement, 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 “December 2024 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 “December 2024 Series B Warrants”, and collectively with the December 2024 Series A Warrants, (the “December 2024 Private Placement Warrants”). The offering price per December 2024 Share and respective December 2024 Private Placement Warrants was $8.10 and the offering price per December 2024 Pre-Funded Warrant was $8.09 .
The December 2024 SPA closed on December 6, 2024 resulting in net proceeds of $2,706,769 which includes $1,125,900 for the December 2024 Shares and $1,870,626 from the December 2024 Pre-Funded Warrants and is net of placement fees, legal expenses, and audit expenses totaling $290 thousand. The 139,000 shares of Class A Common Stock were issued on December 6, 2024.
Prefunded Warrants shall be exercisable immediately and shall expire when exercised in full. Series A Warrants shall be exercisable on or after the Shareholder Approval Date and have a term of exercise equal to 5 years from the Shareholder Approval Date. Series B Warrants shall be exercisable on or after the Shareholder Approval Date and have a term of exercise equal to 5 years from the Shareholder Approval Date. The Company has not obtained shareholder approval as of the date of this report.
The warrants to purchase the 370,370 December 2024 Series A Warrants and the 277,778 December 2024 Private Placement Warrants remain outstanding as of December 31, 2024.
4. Investment
Boumarang License Agreement — On August 6, 2024, the Company entered into a License Agreement (the “Agreement”) with Boumarang Inc. (“Boumarang”), a developer, manufacturer, and seller of hydrogen-powered UAV and USV drones.
Pursuant to the Agreement, the Company agreed to grant a non-exclusive license to Boumarang to exploit certain of the Company’s patents for the purpose of producing, selling, marketing, and distributing drones. As consideration for the grant of the non-exclusive license, Boumarang agreed to pay the Company a non-refundable license fee of $5.00 million in the form of a prepaid warrant issued by Boumarang to the Company for 5,000,000 shares of common stock of Boumarang at $1.00 per share (the “Prepaid Warrant”).
F-25
The Prepaid Warrant may be exercised in whole or in part at any time prior to the tenth annual anniversary of the issuance date of the Prepaid Warrant. No additional exercise price must be paid by the Company to exercise any portion of the Prepaid Warrant. The Prepaid Warrant also provides that the Company will receive any dividends declared by Boumarang that it would have been entitled to had the Prepaid Warrant been fully exercised, even if the Prepaid Warrant has not been exercised as of such time the distribution is made. Boumarang agreed to reserve a number a sufficient number of shares at all times to allow the Company to fully exercise the Prepaid Warrant. The Prepaid Warrant has certain anti-dilution protections, whereby the number of shares issuable upon the exercise of the Prepaid Warrant will proportionately adjust in the case of a stock-split or stock dividend of Boumarang’s common stock.
The investment in Boumarang was recorded in accordance with ASC 321, Investments – Equity Securities (“ASC 321”). Under this guidance, investments in equity securities in privately-held companies without readily determinable fair values are generally recorded at cost, plus or minus subsequent observable price changes in identical or similar investments, less impairments. The Company elected the practical expedient permitted by ASC 321 and recorded the above investment on a cost basis. As a part of the assessment for impairment indicators, the Company considers significant deterioration in the earnings performance and overall business prospects of the investee as well as significant adverse changes in the external environment the investment operate. If qualitative assessment indicates the investment is impaired, the fair value of the Prepaid Warrants would be estimated, which would involve a significant degree of judgement and subjectivity.
The Company qualitatively assessed the investment for impairment in accordance with ASC 321. During the year ended December 31, 2024, the Company recorded $4.38 million to other income for impairment of the Boumarang prepaid warrant and common stock investment as a result of a change in fair value identified by an observable market transaction.
Boumarang Subscription Agreement — On August 6, 2024, Trust Stamp executed a Subscription Agreement with Boumarang to participate in a Regulation D offering being conducted by Boumarang, subscribing for 100,000 shares of Boumarang's common stock at a price per share of $1.00 . The Company made the $100 thousand subscription payment on August 6, 2024.
5. Balance Sheet Components
Notes Receivable
Notes receivable as of December 31, 2024 and 2023 consisted of the following:
| As of December 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| QID Note Receivable | $ | $ | |||||||||
| Notes Receivable | $ | $ | |||||||||
On November 12, 2024, the Company entered into a business arrangement with Qenta. Under the arrangement, Qenta spun its Goldstar KYC technology off into a newly formed subsidiary, QID Technologies LLC (“QID”). In parallel, the Company entered into a license and assignment agreement with QID, in which the Company provided a non-exclusive license of its AI-powered identity technologies to QID in exchange for (I) a $1.0 million license fee in the form of a promissory note, which is due and payable in three equal tranches on December 31, 2024; February 1, 2025, and March 1, 2025; and (ii) the transfer of 10 % of QID to the Company by Qenta. The Company has received no payments pursuant to this note during the year ended December 31, 2024. The Company has received $600 thousand in payments pursuant to this note as of the date of this report.
F-26
Prepaid expenses and other current assets
Prepaid expenses and other current assets as of December 31, 2024 and 2023 consisted of the following:
| As of December 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Prepaid operating expenses | $ | $ | |||||||||
| Rent deposit | |||||||||||
| Value added tax receivable | |||||||||||
| Tax credit receivable (short-term) | |||||||||||
| Miscellaneous receivable | |||||||||||
| Prepaid expenses and other current assets | $ | $ | |||||||||
Capitalized internal-use software, net
Capitalized internal-use software, net as of December 31, 2024 and 2023 consisted of the following:
| As of December 31, | |||||||||||||||||
| Useful Lives | 2024 | 2023 | |||||||||||||||
| Internally developed software | $ | $ | |||||||||||||||
| Less: Accumulated depreciation | ( | ( | |||||||||||||||
| Capitalized internal-use software, net | $ | $ | |||||||||||||||
Amortization expense is recognized on a straight-line basis and for the year ended December 31, 2024 and December 31, 2023 totaled $562 thousand and $557 thousand, respectively.
The Company determined that as years ended December 31, 2024 and 2023, $25 thousand and $19 thousand, respectively of Capitalized internal-use software were impaired. The impaired Capitalized internal-use software were expensed to during the years ended December 31, 2024 and 2023.
Property and equipment, net
Property and equipment, net as of December 31, 2024 and 2023 consisted of the following:
| As of December 31, | |||||||||||||||||
| Useful Lives | 2024 | 2023 | |||||||||||||||
| Computer equipment | $ | $ | |||||||||||||||
| Furniture and fixtures | |||||||||||||||||
| Property and equipment, gross | |||||||||||||||||
| Less: Accumulated depreciation | ( | ( | |||||||||||||||
| Property and equipment, net | $ | $ | |||||||||||||||
Depreciation expense is recognized on a straight-line basis and for the year ended December 31, 2024 and year ended December 31, 2023 totaled $32 thousand and $72 thousand, respectively.
On April 26, 2023, the Company sold a portion of the mobile hardware for a gross sales price of $180 thousand and a gain of $108 thousand. On May 26, 2023, the Company sold another portion of the mobile hardware for a gross sales price of $197 thousand and a gain of $108 thousand.
F-27
Accrued expenses
Accrued expenses as of December 31, 2024 and 2023 consisted of the following:
| As of December 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Compensation payable | $ | $ | |||||||||
| Commission liability | |||||||||||
| Accrued employee taxes | |||||||||||
| Other accrued liabilities | |||||||||||
| Accrued expenses | $ | $ | |||||||||
6. Goodwill and Intangible Assets, Net
There were no changes in the carrying amount of Goodwill for the year ended December 31, 2024.
Intangible assets, net as of December 31, 2024 and 2023 consisted of the following:
| As of December 31, | |||||||||||||||||
| Useful Lives | 2024 | 2023 | |||||||||||||||
| Patent application costs | $ | $ | |||||||||||||||
| Trade name and trademarks | |||||||||||||||||
| Intangible assets, gross | |||||||||||||||||
| Less: Accumulated amortization | ( | ( | |||||||||||||||
| Intangible assets, net | $ | $ | |||||||||||||||
The Company determined that for the years ended December 31, 2024 and 2023, $2 thousand and $12 thousand, respectively, of Patent application costs were impaired. The impaired Patent application costs were expensed to Selling, general, and administrative expense during the year ended December 31, 2024.
The Company added 6 patents and 1 trademark during the year ended December 31, 2024. The patents issued during the year ended December 31, 2024 increased our total number of patents to 23 .
Intangible asset amortization expense is recognized on a straight-line basis and for the years ended December 31, 2024 and 2023 totaled $136 thousand and $160 thousand, respectively.
Estimated future amortization expense of Intangible assets, net is as follows:
| Years Ending December 31, | Amount | |||||||
| 2025 | ||||||||
| 2026 | ||||||||
| 2027 | ||||||||
| $ | ||||||||
7. Income Taxes
Net loss before taxes consisted of the following:
F-28
| For the years ended December 31, | ||||||||||||||||||||
| 2024 | 2023 | |||||||||||||||||||
| U.S. | $ | ( | $ | ( | ||||||||||||||||
| Non-U.S. | ( | ( | ||||||||||||||||||
| Net loss before taxes | $ | ( | $ | ( | ||||||||||||||||
The components of income tax benefit (expense) are as follows:
| For the years ended December 31, | ||||||||||||||||||||
| 2024 | 2023 | |||||||||||||||||||
| Current: | ||||||||||||||||||||
| U.S. Federal | $ | $ | ||||||||||||||||||
| U.S. State | ||||||||||||||||||||
| Non-U.S. | ( | |||||||||||||||||||
| $ | $ | ( | ||||||||||||||||||
| Deferred: | ||||||||||||||||||||
| U.S. Federal | $ | $ | ||||||||||||||||||
| U.S. State | ||||||||||||||||||||
| Non-U.S. | ||||||||||||||||||||
| $ | $ | |||||||||||||||||||
| Total income tax benefit (expense) | $ | $ | ( | |||||||||||||||||
A reconciliation of the expected tax provision (benefit) at the statutory federal income tax rate to the Company’s recorded tax provision (benefit) consisted of the following:
| For the years ended December 31, | ||||||||||||||||||||
| 2024 | 2023 | |||||||||||||||||||
| Expected tax provision (benefit) at U.S. federal statutory rate | $ | ( | $ | ( | ||||||||||||||||
| State income taxes, net of federal benefit | ||||||||||||||||||||
| Foreign tax rate differential | ( | ( | ||||||||||||||||||
| Foreign nondeductible expenses | ||||||||||||||||||||
| Foreign deferred only adjustment | ||||||||||||||||||||
| Change in valuation allowance | ( | |||||||||||||||||||
| Change in deferred rate impact | ( | |||||||||||||||||||
| Prior year deferred tax adjustments | ( | ( | ||||||||||||||||||
| Stock compensation | ||||||||||||||||||||
| Credits | ( | ( | ||||||||||||||||||
| Warrants | ||||||||||||||||||||
| Loss On Investments | ||||||||||||||||||||
| Other | ||||||||||||||||||||
| Total provision (benefit) for income taxes | $ | $ | ( | |||||||||||||||||
Temporary differences that give rise to significant portions of the deferred tax assets are as follows:
| As of December 31, | ||||||||||||||||||||
| 2024 | 2023 | |||||||||||||||||||
| Deferred Tax Assets: | ||||||||||||||||||||
| Net operating losses | $ | $ | ||||||||||||||||||
| Section 174 | ||||||||||||||||||||
F-29
| Tax credits | ||||||||||||||||||||
| Equity compensation | ||||||||||||||||||||
| Lease liability | ||||||||||||||||||||
| Loss on investment | ||||||||||||||||||||
| Other - accruals | ||||||||||||||||||||
| Other | ||||||||||||||||||||
| Total Deferred Tax Assets | ||||||||||||||||||||
| Deferred Tax Liabilities: | ||||||||||||||||||||
| Capitalized internal-use software, net | ( | ( | ||||||||||||||||||
| Right-of-use asset | ( | ( | ||||||||||||||||||
| Total Deferred Tax Liabilities | ( | ( | ||||||||||||||||||
| Net Deferred Tax Assets | ||||||||||||||||||||
| Valuation allowance | ( | ( | ||||||||||||||||||
| Deferred Tax Assets, Net | $ | $ | ||||||||||||||||||
Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences are deductible. In making this determination, management considers all available positive and negative evidence affecting specific deferred tax assets, including the Company’s past and anticipated future performance, the reversal of deferred tax liabilities, the length of carry-back and carry-forward periods, and the implementation of tax planning strategies.
Objective positive evidence is necessary to support a conclusion that a valuation allowance is not needed for all or a portion of deferred tax assets when significant negative evidence exists. The Company’s cumulative losses in recent years are the most compelling form of negative evidence considered by management in making this determination. For the years ended December 31, 2024 and 2023, the net decrease in the total valuation allowance for 2024 was $2,339,502 and the increase for 2023 was $1,869,814 , and management has determined that based on all available evidence, a valuation allowance of $8,893,449 and $11,232,951 is appropriate at December 31, 2024 and 2023, respectively.
At December 31, 2024, the Company had federal net operating loss carrying forwards of $17,219,916 , which have an indefinite life. At December 31, 2024, the Company had state net operating loss carry forwards of $3,527,906 . State net operating losses generated for years ending December 31, 2017 and prior total $844,783 and will expire in 2037. Net operating losses generated beginning in 2018 total $2,683,123 and have an indefinite life. At December 31, 2024, the Company had foreign net operating loss carry forwards of $2,186,459 with an indefinite carry forward period. Foreign net operating losses of $102,534 will begin to expire in 2026.
The following is a tabular reconciliation of the total amounts of unrecognized tax benefits:
| For the years ended December 31, | ||||||||||||||||||||
| 2024 | 2023 | |||||||||||||||||||
| Unrecognized tax benefit/(Expenses) — January 1 | $ | $ | ||||||||||||||||||
| Gross increases — tax positions in current period | ||||||||||||||||||||
| Gross increases — tax positions in prior period | ||||||||||||||||||||
| Gross decreases — tax positions in current period | ||||||||||||||||||||
| Gross decreases — tax positions in prior period | ||||||||||||||||||||
| Gross decreases — settlements with taxing authorities | ||||||||||||||||||||
| Gross decreases — lapse of statute of limitations | ||||||||||||||||||||
| Unrecognized tax benefits/(Expenses) — December 31 | $ | $ | ||||||||||||||||||
Included in the balance of unrecognized tax benefit as of December 31, 2024 and December 31, 2023, are $179,778 and $129,082 respectively, of tax benefits that, if recognized, would affect the effective tax rate.
F-30
The Company recognizes accrued interest related to unrecognized tax expenses and penalties as income tax expense. Related to the unrecognized tax benefits noted above, the Company accrued $0 of interest during 2024, and $0 of penalty, and in total, as of December 31, 2024 has recognized $0 of interest and penalty.
8. Net Loss per Share Attributable to Common Stockholders
The following table presents the calculation of basic and diluted net loss per share:
| For the years ended December 31, | ||||||||||||||
| 2024 | 2023 | |||||||||||||
| Numerator: | ||||||||||||||
| Net loss attributable to common stockholders | ( | ( | ||||||||||||
| Denominator: | ||||||||||||||
| Weighted average shares used in computing net loss per share attributable to common stockholders | ||||||||||||||
| Net loss per share attributable to common stockholders | $ | ( | $ | ( | ||||||||||
The following potentially dilutive securities were excluded from the computation of diluted net loss per share calculations for the periods presented because the impact of including them would have been anti-dilutive:
| As of December 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Options, RSUs, and grants | |||||||||||
| Warrants | |||||||||||
| Total | |||||||||||
9. Stock Awards and Stock-Based Compensation
From time to time, the Company may issue stock awards in the form of Class A Common Stock grants, Restricted Stock Units (RSUs), or Class A Common Stock options with vesting/service terms. Stock awards are valued on the grant date using the Company’s common stock share price quoted on an active market. Stock options are valued using the Black-Scholes-Merton pricing model to determine the fair value of the options. We generally issue our awards in terms of a fixed monthly value, resulting in a variable number of shares being issued, or in terms of a fixed monthly share number.
During the years ended December 31, 2024 and 2023, the Company entered into agreements with advisory board members and other external advisors to issue cash payments and stock awards in exchange for services rendered to the Company monthly. The total granted stock-based awards to advisory board members and other external advisors during the years ended December 31, 2024 and 2023 included grants totaling, $55 thousand and $6 thousand, respectively, options totaling $0 and $0 and RSUs totaling $6 thousand and $36 thousand, respectively.
In addition to issuing stock awards to advisory board members and other external advisors, during the years ended December 31, 2024 and 2023, the Company granted stock-based awards to multiple employees. The total granted stock-based awards to employees during the years ended December 31, 2024 and 2023 included grants totaling, $32 thousand and $82 thousand, respectively, options totaling $6 thousand and $12 thousand respectively and RSUs totaling $1.22 million and $627 thousand, respectively.
F-31
The following table summarizes stock option activity for the years ended December 31, 2024 and 2023:
| Options Outstanding | Weighted Average Exercise Price Per Share | Weighted Average Remaining Contractual Life (years) | Aggregate Intrinsic Value | ||||||||||||||||||||
| Balance as of January 1, 2024 | $ | ||||||||||||||||||||||
| Options granted | |||||||||||||||||||||||
| Options exercised | |||||||||||||||||||||||
| Options canceled and forfeited | ( | ||||||||||||||||||||||
| Balance as of December 31, 2024 | |||||||||||||||||||||||
| Options vested and exercisable as of December 31, 2024 | $ | ||||||||||||||||||||||
The aggregate intrinsic value of options outstanding, exercisable, and vested is calculated as the difference between the exercise price of the underlying options and the fair value of the Company’s common stock. The aggregate intrinsic value of options exercised during the years ended December 31, 2024 and 2023 was $0
The weighted average grant-date fair value of options granted during the years ended December 31, 2024 and 2023 was $3.88 and $16.11 per share, respectively. The total grant-date fair value of options that vested during the years ended December 31, 2024 and 2023 was $6 thousand and $12 thousand, respectively.
The following assumptions were used to calculate the fair value of options granted during the years ended December 31, 2024 and 2023:
| For the years ended December 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Fair value of Class A Common Stock | $ | $ | |||||||||
| Exercise price | $ | $ | |||||||||
| Risk free interest rate | |||||||||||
| Expected dividend yield | % | % | |||||||||
| Expected volatility | |||||||||||
| Expected term | |||||||||||
As of December 31, 2024, the Company had 22,665 stock options outstanding of which all are fully vested options.
As of December 31, 2024, the Company has 8,782 common stock grants outstanding of which 7,168 were vested but not issued and 1,614 were not yet vested. All fully vest by December 31, 2025. The Company had unrecognized stock-based compensation related to common stock grants of $6 thousand as of December 31, 2024.
As of December 31, 2024, the Company had 72,074 RSUs outstanding of which 3,437 were vested but not issued and 68,637 were not yet vested. All granted and outstanding RSUs will fully vest by August 1, 2025. The Company had unrecognized stock-based compensation related to RSUs of $18 thousand as of December 31, 2024.
F-32
A summary of outstanding RSU activity as of December 31, 2024 is as follows:
| RSU Outstanding Number of Shares | |||||
| Balance as of January 1, 2023 | |||||
| Granted | |||||
| Vested (issued) | ( | ||||
| Forfeited | ( | ||||
| Balance as of December 31, 2023 | |||||
| Granted | |||||
| Vested (issued) | ( | ||||
| Forfeited | ( | ||||
| Balance as of December 31, 2024 | |||||
Stock-based compensation expense
Our consolidated statements of operations include stock-based compensation expense as follows:
| For the years ended December 31, | ||||||||||||||
| 2024 | 2023 | |||||||||||||
| Cost of services | $ | $ | ||||||||||||
| Research and development | ||||||||||||||
| Selling, general, and administrative | ||||||||||||||
| Total stock-based compensation expense | $ | $ | ||||||||||||
10. Stockholders’ Equity
Common Stock — As of December 31, 2024, the Company was authorized to issue 50,000,000 Common Stock. Pursuant to the Company’s Third Amended & Restated Certificate of Incorporation, the Board of Directors of the Company has the right to designate shares of the Company’s Common Stock as either Class A or Class B Common Stock. As of December 31, 2024 and 2023, all shares of Common Stock of the Company have been designated as Class A Common Stock, and there is no issued (or designated) Class B Common Stock.
The Class A Shares and Class B Shares are identical in all respects except as stated below. The holders of Class A Shares are entitled to one vote for each Class A Share held at all meetings of stockholders. Except as required by applicable law, the holders of Class B Shares shall have no voting rights with respect to such shares; provided, that the holders of Class B shares shall be entitled to vote (one vote for each Class B Share held) to the same extent that the holders of Class A Shares would be entitled to vote on matters as to which non-voting equity interests are permitted to vote.
July 13, 2024
On July 13, 2024, the Company entered into a securities purchase agreement with DQI Holdings, Inc. (“DQI”). Pursuant to the terms of the securities purchase agreement, DQI agreed, at the closing of the securities purchase agreement and upon the terms and subject to the conditions set forth in the securities purchase agreement, to purchase from the Company 306,514 shares of Class A Common Stock, par value $0.01 of the Company (the “Class A Common Stock”) at $6.525 per share, which was equal to the closing price of the Company’s Class A Common Stock on the Nasdaq Stock Market on July 11, 2024. The total purchase price for the shares was agreed to be paid pursuant to three promissory notes issued by the Purchaser to the Company comprised of (i) a $500,000 promissory note payable on July 31, 2024; (ii) a $500,000 promissory note payable on August 31, 2024; and (iii) a $1,000,000 promissory note payable within three (3) trading days of an effective resale registration statement as contemplated by the Registration Rights Agreement. As of December 31, 2024 all promissory notes have been repaid in full.
On July 13, 2024 (the “Closing Date”), the Closing of the securities purchase agreement occurred, and the Company issued 306,514 shares of Class A Common Stock to the Purchaser at $6.525 in exchange for the three promissory notes described
F-33
above, totaling $2,000,000 in combined principal. The closing of the securities purchase agreement was subject to a number of customary closing conditions, including, but not limited to, the Company’s entry into a Registration Rights Agreement, the execution of which were conditions to the closing of the securities purchase agreement.
October 28, 2024
On October 28, 2024, the Company entered into a securities purchase agreement with DQI Holdings, Inc. (“DQI”). Pursuant to the terms of the securities purchase agreement, the Company agreed to sell, and DQI agreed to purchase from, at the closing of the securities purchase agreement and upon the terms and subject to the conditions set forth in the securities purchase agreement, 90,910 shares of Class A Common Stock, par value $0.01 of the Company (the “Class A Common Stock”) at $3.30 per share, subject to adjustment in certain circumstances.
On October 28, 2024, the closing of the securities purchase agreement occurred, and the Company issued the 90,910 shares of Class A Common Stock to DQI in exchange for a cash payment of $300,000 . The closing of the securities purchase agreement was subject to a number of customary closing conditions, including, but not limited to, the Company’s entry into a Registration Rights Agreement, the execution of which were conditions to the closing of the securities purchase agreement.
Preferred Stock — On July 6, 2023, the Company received confirmation of the acceptance of its Third Amended and Restated Certificate of Incorporation (the "A&R Certificate of Incorporation") from the Secretary of State of Delaware. The A&R Certificate of Incorporation 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. The A&R Certificate of Incorporation maintained the 50,000,000 authorized shares of Common Stock and eliminated the authorized Preferred Stock.
Liquidation Rights — In the event of a voluntary or involuntary liquidation, dissolution, or winding up of the Company, the holders of Class A Common Stock are entitled to share ratably in the net assets legally available for distribution to shareholders after the payment of all debts and other liabilities of the Company.
Voting Rights — Holders of shares of Class A Common Stock are entitled to one vote for each on all matters submitted to a vote of the shareholders, including the election of directors. Holders of shares of Class B Common Stock have no voting rights with respect to such shares; provided that the holders of Class B Common Stock shall be entitled to vote (one vote for each Class B share held) to the same extent that the holders of Shares of Class A Common Stock would be entitled to vote on matters as to which non-voting equity interests are permitted to vote pursuant to 12 C.F.R. § 225.2(q)(2) (or a successor provision thereto).
Dividends — Holders of each class of Common Stock are entitled to receive dividends, as may be declared from time to time by the Board of Directors out of legally available funds as detailed in our A&R Certificate of Incorporation. The Company has never declared or paid cash dividends on any of its capital stock and currently does not anticipate paying any cash dividends after this offering or in the foreseeable future.
11. Related Party Transactions
Related party payables of $57 thousand and $82 thousand as of December 31, 2024 and 2023, respectively, primarily relate to amounts owed to 10Clouds, the Company’s contractor for software development and investor in the Company, and smaller amounts payable to members of management as expense reimbursements. Total costs incurred in relation to 10Clouds for the year ended December 31, 2024 and for the year ended December 31, 2023 totaled approximately $112 thousand and $816 thousand, respectively.
Related party receivables of $22 thousand and $44 thousand as of December 31, 2024 and 2023, respectively, primarily relate to amounts due from an employee loan and smaller amounts due from employee.
Legal Services
A member of management provides legal services to the Company from a law firm privately owned and separate from the Company. Certain services are provided to the Company through this law firm. Total expenses incurred by the Company in relation to these services totaled $0 during the years ended December 31, 2024 and 2023. Amounts payable as of December 31, 2024 and 2023 were $0
F-34
Mutual Channel Agreement
On November 15, 2020, the Company entered into a Mutual Channel Agreement with Vital4Data, Inc., a company at which one of our Directors serves as Chief Executive Officer. Pursuant to the agreement, the Company engaged Vita4Data, Inc. as a non-exclusive sales representative for the Company’s products and services. Vital4Data, Inc. is entitled to compensation in the form of commissions, receiving a 20 % of commission-eligible on net revenue from sales generated by Vital4Data, Inc. in the first year of the contract term, which is reduced to 10 % in the second year, and 5 % in the third year. The Company has not earned or expensed any commissions pursuant to the Vital4Data, Inc. agreement to date. As of December 31, 2024 and 2023, the Vital4Data, Inc. commission due was $0
12. Malta Grant
During July 2020 the Company entered into an agreement with the Republic of Malta that would provide for a grant of up to €200 thousand or $251 thousand as reimbursement for operating expenses over the first twelve months following Trust Stamp Malta’s incorporation in the Republic of Malta. The Company must provide an initial capital amount of €50 thousand or $62 thousand, which is matched with a €50 thousand or $62 thousand grant. The remaining €150 thousand or $190 thousand are provided as reimbursement of operating expenses twelve months following incorporation.
U.S. GAAP does not provide authoritative guidance regarding the receipt of economic benefits from government entities in return for compliance with certain conditions. Therefore, based on ASC 105-10-05-2, non-authoritative accounting guidance from other sources was considered by analogy in determining the appropriate accounting treatment, the Company elected to apply International Accounting Standards 20 – Accounting for Government Grants and Disclosure of Government Assistance and recognizes the expected reimbursements from the Republic of Malta as deferred income. As reimbursable operating expenses are incurred, a receivable is recognized (reflected within “Prepaid expenses and other current assets” in the consolidated balance sheets) and income is recognized in a similar systematic basis over the same periods in the consolidated statements of operations. During the year ended December 31, 2023, the Company incurred $0 in expenses that are reimbursable under the grant. As of December 31, 2024, all amounts provided for under this grant were received.
On January 25, 2022, the Company entered into an additional agreement with the government of Malta for a grant of up to €100 thousand or $107 thousand, in terms of the ‘Investment Aid to produce the COVID-19 Relevant Product’ program, to support the proposed investment. The estimated value of the grant is €137 or $146,493 , at an aid intensity of 75 % to cover eligible wage costs incurred after February 1, 2022 in relation to new employees engaged specifically for the implementation of the project. On September 22, 2022, the Company entered into an amendment agreement that enables the Company to submit eligible employee expenses for reimbursement by October 31, 2022. The grant was approved in January 2022, however, the request for payment was not approved and management abandoned the agreement. Hence, during the year ended December 31, 2023, the Company incurred $0 , respectively, in expenses that are reimbursable under the grant. As of December 31, 2024, no amounts provided under this grant were received.
On October 18, 2024, the Company entered into an agreement with the government of Malta. The government of Malta has appointed the Managing Authority to administer the funds granted by it as the national contribution to the Technology Development Program LITE, 2024 Call. The project's effective date is on November 1, 2024. The grant funds shall be transferred in two separate tranches, pre-financing resulting in €120 thousand or $126 thousand and 20 % retention resulting in €30 thousand or $31 thousand. As of December 31, 2024, we had received the pre-financing tranche. During the year ended December 31, 2024, we recognized $9 thousand or €8 thousand as grant income, in other income, and this was in line with the percentage of completion which was obtained by the respective project managers responsible for the project. This resulted in $115 thousand or €112 thousand recorded to deferred revenue as of December 31, 2024.
On January 2, 2024, an agreement became effective between the Company and government of Malta and the University of Malta. The government of Malta has appointed the Managing Authority to administer the funds granted by it as the national contribution to the Technology Development Program 2023 Call. The project's effective date is on January 2, 2024. The grant funds shall be transferred into two separate tranches. 50 % Pre-financing resulting in €38 thousand or $40 thousand, 30 % interim financing €23 thousand or $24 thousand and 20 % retention resulting in €30 thousand or $31 thousand. As of December 31, 2024, we had received the pre-financing tranche. During the year ended December 31, 2024, we recognized $15 thousand or €13 thousand, recorded to , in line with the percentage of completion which was obtained by the respective project managers responsible for the project. This resulted in $26 thousand or €25 thousand recorded to deferred revenue as of December 31, 2024.
F-35
13. Leases and Commitments
Operating Leases — The Company leases office space in Atlanta, Georgia, which serves as its corporate headquarters, office space in Malta, which serves as its research and development facility, and vehicles in Malta that are considered operating lease arrangements under ASC 842 guidance. In addition. the Company contracts for month-to-month coworking arrangements in other office spaces in North Carolina, Denmark, Poland, and Rwanda to support its dispersed workforce. As of December 31, 2024, there were no minimum lease commitments related to month-to-month lease arrangements.
Initial lease terms are determined at commencement date, the date the Company takes possession of the property, and the commencement date is used to calculate straight-line expense for operating leases. Certain leases contain renewal options for varying periods, which are at the Company’s sole discretion. For leases where the Company is reasonably certain to exercise a renewal option, such option periods have been included in the determination of the Company’s Operating lease right-of-use assets and Operating lease liabilities. The Company’s leases have remaining terms of 1 to 4 years. As the Company’s leases do not provide an implicit rate, the present value of future lease payments is determined using the Company’s incremental borrowing rate based on information available at the commencement date.
| Lease term and discount rate | December 31, 2024 | ||||||||||
| Weighted average remaining lease term | |||||||||||
| Weighted average discount rate | % | ||||||||||
During the year ended December 31, 2024, the Company terminated one operating lease for office space located in the United States. The lease was terminated upon the conclusion of the agreed upon lease term, therefore, there were no termination fees, Right-of-use assets derecognized, Lease liabilities derecognized, or losses recognized.
Balance sheet information related to leases as of December 31, 2024 and 2023 was as follows:
| As of December 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Operating lease right-of-use assets | |||||||||||
| Operating lease right-of-use assets | $ | $ | |||||||||
| Operating lease liabilities | |||||||||||
| Short-term operating lease liabilities | $ | $ | |||||||||
| Long-term operating lease liabilities | |||||||||||
| Total operating lease liabilities | $ | $ | |||||||||
Future maturities of ASC 842 lease liabilities as of December 31, 2024 are as follows:
| Principal Payments | Imputed Interest Payments | Total Payments | |||||||||||||||
| 2025 | $ | $ | $ | ||||||||||||||
| 2026 | |||||||||||||||||
| 2027 | |||||||||||||||||
| 2028 | |||||||||||||||||
| Total future maturities | $ | $ | $ | ||||||||||||||
F-36
Total lease expense, under ASC 842, was included in Selling, general, and administrative expenses in our consolidated statement of operations for the years ended December 31, 2024 and 2023 as follows:
| For the years ended December 31, | ||||||||||||||
| 2024 | 2023 | |||||||||||||
| Operating lease expense – fixed payments | $ | $ | ||||||||||||
| Short term lease expense | ||||||||||||||
| Total lease expense | $ | $ | ||||||||||||
Supplemental cash flows information related to leases was as follow:
| As of December 31, | ||||||||||||||
| 2024 | 2023 | |||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | ||||||||||||||
| Operating cash flows from operating leases | $ | ( | $ | ( | ||||||||||
During the year ended December 31, 2024, the Company did not incur variable lease expense.
Financial Liability Obligation — The Company has no financial liability as of December 31, 2024. The Company’s financial liability totaled $162 thousand as of December 31, 2023, respectively, for an executed agreement with a telecommunications company for acquiring mobile hardware. On March 3, 2023, the Company provided a 30 -day termination notice to the telecommunications company which terminates the mobile hardware data service. Under the contract terms with the telecommunications company, upon termination of the data service the Company must pay the remaining financial liability during the final data service billing period. The remaining financial liability was resolved with a settlement and no further payment is due year ended December 31, 2024.
Litigation — The Company is not currently involved with and does not know of any pending or threatening litigation against the Company or any of its officers or directors in connection with its business.
14. Segment Reporting
The Company adheres to the provisions of ASC 280, Segment Reporting, which establishes standards for the way public business enterprises report information about operating segments in annual financial statements and requires that those enterprises report selected information about operating segments in our consolidated financial statements. The Company currently operate in one reportable segment, artificial intelligence-powered solutions. The artificial intelligence-powered solutions segment generates revenue primarily from software licenses, professional services, and recurring Software-as-a-Service ("SaaS") revenue. The Company determined that providing the geographic information is impracticable as consolidated financials results are evaluated regardless of the location.
The Company’s Chief Operating Decision Maker (the "CODM") is the Chief Executive Officer (CEO). Our CODM uses the segment information primarily to evaluate the profitability and strategic growth potential of the segment. The reported measures of profit or loss are evaluated at the consolidated financial level and is benchmarked against historical performance and expectations. The CODM does not distinguish between markets or segments for the purpose of internal reporting. Based on this analysis, the CODM evaluates strategic decisions such as investing in new technologies or reallocating operational resources, particularly workforce-related expenses.
The measure used by our CODM to assess performance and make operating decisions are cash from revenues and expenses are cash from revenues and expenses. Segment assets are disclosed in the consolidated balance sheets.
The following table provides information about the Company’s one reportable segment and includes the reconciliation to consolidated net loss.
F-37
| For the years ended December 31, | |||||||||||||||||
| 2024 | 2023 | ||||||||||||||||
| Total Cash from Revenue | $ | $ | |||||||||||||||
| Cash for Expenses | |||||||||||||||||
| Personnel: | |||||||||||||||||
| Non-Personnel: | |||||||||||||||||
| Total Cash for Expenses | |||||||||||||||||
| Total cash from revenues, net of expenses | ( | ( | |||||||||||||||
| Reconciliation to net loss | |||||||||||||||||
| Non-cash items | ( | (1) | ( | (2) | |||||||||||||
| Other reconciliation items | |||||||||||||||||
| Net Loss | $ | ( | $ | ( | |||||||||||||
(1) Non-cash reconciling items for the year ended December 31, 2024 includes stock-based compensation expense of $1.32 million, $1.17 million loss from the Company entering into a Termination and Release Agreement, depreciation and amortization expense of $729 thousand, $360 thousand inducement expense, and other non-cash items of $617 thousand. Other reconciliation items include $1.00 million note receivable from QID, and change in accounts payable of $784 thousand.
(2) Non-cash reconciling items for the year ended December 31, 2023 includes stock-based compensation expense of $763 thousand, depreciation and amortization expense of $790 thousand, and other non-cash items of $104 thousand. Other reconciliation items include the change in deferred revenue of $1.80 million, change and the change in assets and liabilities of $71 thousand.
15. Subsequent Events
Securities Purchase Agreement dated January 6, 2025
On January 6, 2025, the Company entered into a securities purchase agreement (the “January 2025 SPA”) with an institutional investor (the “Selling Stockholder”), pursuant to which the Company agreed to issue and sell to the Selling Stockholder (i) in a registered direct offering, (a) 175,000 shares of Class A Common Stock (the “January 2025 Shares”); and (b) Pre-Funded Warrants (the "January 2025 Pre-Funded Warrants") to purchase 239,202 shares of the Company’s Class A Common Stock at an exercise price of $0.001 per share and (ii) in a concurrent private placement, common stock purchase warrants consisting of Series A common warrants exercisable for up to 414,202 shares of Class A Common Stock at an exercise price of $8.45 per share of Class A Common Stock (the “January 2025 Series A Warrants”), and Series B common warrants exercisable for up to 207,101 shares of Class A Common Stock at an exercise price of $8.45 per share (the “January 2025 Series B Warrants”, and collectively with the January 2025 Series A Warrants, the “January 2025 Private Placement Warrants”). The offering price per January 2025 Share and respective January 2025 Private Placement Warrants was $8.45 , and the offering price per Pre-Funded Warrant was $8.449 .
On January 8, 2025, the Company closed the registered direct offering and the private placement offering (collectively, the “January 2025 Offering”), raising gross proceeds of approximately $3.50 million before deducting placement agent fees and other offering expenses payable by the Company. In the event that all January 2025 Private Placement Warrants are exercised for cash, the Company will receive additional gross proceeds of approximately $5,250,250 . The Company’s primary use of the net proceeds will be for working capital, capital expenditures and other general corporate purposes.
On January 30, 2025, the institutional investor exercised 188,202 warrants to purchase shares of Class A Common Stock of the Company at a price of $0.001 per warrant for total proceeds of $188.20
On February 19, 2025, the institutional investor exercised 51,000 warrants to purchase shares of Class A Common Stock of the Company at a price of $0.001 per warrant for total proceeds of $51.00 .
F-38
Equity Distribution Agreement with Maxim
On February 25, 2025, the Company entered into an Equity Distribution Agreement (the “Agreement”), with Maxim Group LLC (“Maxim”), pursuant to which the Company may offer and sell, from time to time, through Maxim, as sales agent or principal, shares of its common stock, $0.01 par value per share (the “Common Stock”).
Subject to the terms and conditions of the Agreement, Maxim will use commercially reasonable efforts consistent with its normal trading and sales practices, applicable state and federal law, rules and regulations and the rules of the Nasdaq Capital Market to sell shares of the Company’s Common Stock from time to time based upon the Company’s instructions, including any minimum price, time or size limits specified by the Company. Under the Agreement, Maxim may sell shares by any method deemed to be an “at the market” offering as defined in Rule 415 under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or any other method permitted by law, including in privately negotiated transactions. Maxim’s obligations to sell shares under the Agreement are subject to satisfaction of certain conditions, including customary closing conditions for transactions of this nature. The Company will pay Maxim a commission of 3.0 % of the aggregate gross proceeds from each sale of shares and has agreed to reimburse Maxim for certain specified expenses of up to $40,000 , aggregate, in addition to up to $3,000 quarterly for the Maxim’s counsel’s fees and any incidental expenses to be reimbursed by us. We have agreed to provide indemnification and contribution to Maxim against certain civil liabilities, including liabilities under the Securities Act.
The Company is not obligated to make any sales of its Common Stock under the Agreement and no assurance can be given that the Company will sell any shares under the Agreement, or, if it does, as to the price or amount of shares that the Company will sell, or the dates on which any such sales will take place. The Agreement will terminate upon the earlier of (i) the sale of all shares having an aggregate offering price of $6,196,000 pursuant to the Agreement, (ii) twelve (12) months from the date of the Agreement, (iii) mutual termination by both Maxim and the Company upon the provision of fifteen (15 ) days written notice, and (iv) termination of the Agreement as otherwise permitted therein.
Issuance of Grants and RSUs
On March 7, 2025, the Company issued stock awards, 41,734 RSUs, in the form of Class A Common Stock to employees and advisors. On March 10, 2025, the Company issued stock awards, 6,070 grants, in the form of Class A Common Stock to employees and advisors.
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
There have been no changes in or disagreements with accountants on accounting and financial disclosure.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We are required to maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management necessarily applied judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable assurance regarding our control objectives.
As of December 31, 2024, we carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer along with the Chief Financial Officer, of the effectiveness, design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of that date, the Company’s disclosure controls and procedures were not effective due to the material weaknesses described below. However, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that, notwithstanding the identified material weakness in our internal control over financial reporting, the financial statements in this Form 10-K fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented in conformity with GAAP.
Material Weakness in Internal Control Over Financial Reporting
We identified a material weakness in our internal control over financial reporting that existed as of December 31, 2024. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. We have determined that we did not design and maintain effective internal controls, including property design and implementation of controls over management’s review of the Company’s accounting for and recording of complex equity transactions. Therefore, management has concluded that: (1) the above control deficiency constitutes a material weakness; and (2) in turn, the Company did not maintain effective internal control over financial reporting as of December 31, 2024.
Management’s Plan to Remediate the Material Weakness
Management has evaluated the material weakness described above and has updated its design and implementation of internal control over financial reporting to remediate the aforementioned material weakness and enhance the Company’s internal control environment. However, the implemented and enhanced controls have not operated for a sufficient period of time to demonstrate that the material weakness was remediated as of the date of this report. We are committed to continuing to improve our internal control processes and will continue to diligently and vigorously review our financial reporting controls and procedures.
Management’s Report on Internal Controls Over Financial Reporting
As a publicly traded company, we are required to comply with the SEC’s rules implementing Section 302 and 404 of the Sarbanes-Oxley Act, which require management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of controls over financial reporting.
Our management is responsible for establishing and maintaining an adequate system of internal control over financial reporting, as defined in the Exchange Act Rule 13a-15(f). Management conducted an assessment of our internal control over financial reporting based on the framework established in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework.
Based on this evaluation, our management concluded that the Company’s internal control over financial reporting as of December 31, 2024 was not effective due to the following material weakness that was identified by management:
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•The Company did not design and maintain effective internal controls, including property design and implementation of controls over management’s review of the Company’s accounting for and recording of complex equity transactions. This control deficiency could have resulted in misstatements of annual consolidated financial statements and disclosures that may have been material.
Notwithstanding the identified material weakness in our internal control over financial reporting, management concluded the financial statements in this Form 10-K fairly present, in all material respects, our financial condition, results of operations, and cash flows for the periods presented in accordance with generally accepted accounting principles in the United States of America as of December 31, 2024.
This Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in this Form 10-K.
Change in Internal Control over Financial Reporting
While we continue to implement design enhancements to our internal control procedures, we believe that, other than the changes described above regarding the ongoing remediation efforts, there was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the year ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
Insider Trading Arrangements
During the quarter ended December 31, 2024, none of our directors or officers (as defined in Section 16 of the Exchange Act) adopted terminated
Item 9C. Disclosure Regarding Foreign Jurisdiction that Prevent Inspections.
Not applicable.
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PART III
Item 10. Directors, Executive Officers, and Corporate Governance
| Name | Position | Age | Date Appointed to Current Position | Approximate hours per week for part- time employees | ||||||||||||||||||||||
| Executive Officers | ||||||||||||||||||||||||||
| Gareth Genner | Chief Executive Officer, Director | 65 | January 01, 2016 | N/A (Full-Time) | ||||||||||||||||||||||
| Andrew Gowasack | President, Director | 33 | January 01, 2016 | N/A (Full-Time) | ||||||||||||||||||||||
| Lance Wilson | Chief Financial Officer | 35 | January 02, 2025 | N/A (Full-Time) | ||||||||||||||||||||||
| Andrew Scott Francis | Chief Technology Officer, Director | 51 | August 28, 2016 | N/A (Full-Time) | ||||||||||||||||||||||
| Directors | ||||||||||||||||||||||||||
| Gareth Genner | Chief Executive Officer, Director | 65 | January 01, 2016 | N/A (Full-Time) | ||||||||||||||||||||||
| Andrew Gowasack | President, Director | 33 | January 01, 2016 | N/A (Full-Time) | ||||||||||||||||||||||
| Andrew Scott Francis | Chief Technology Officer, Director | 51 | November 02, 2024 | N/A (Full-Time) | ||||||||||||||||||||||
| William McClintock* | 82 | January 08, 2021 | ||||||||||||||||||||||||
| Kristin Stafford* | 54 | January 01, 2021 | ||||||||||||||||||||||||
| Berta Pappenheim* | 45 | December 01, 2021 | ||||||||||||||||||||||||
| Charles Potts | 64 | December 01, 2021 | ||||||||||||||||||||||||
| Significant Employees | ||||||||||||||||||||||||||
| John Wesley Bridge | Executive Vice President | 58 | May 01, 2019 | N/A (Full-Time) | ||||||||||||||||||||||
| Kinny Chan | Chief Commercial Officer | 45 | March 12, 2020 | N/A (Full-Time) | ||||||||||||||||||||||
| Norman Hoon Thian Poh | Chief Science Officer | 49 | September 01, 2019 | N/A (Full-Time) | ||||||||||||||||||||||
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*Independent Director
(1)Pursuant to an oral agreement entered into with FSH Capital as a pre-condition to their investment (and subsequently confirmed by resolution of the Board of Directors of the Company), FSH Capital has the right to nominate one (1) director of the Company.
Directors
Our Board of Directors (the "Board", the "Directors") currently consists of seven directors, and is a classified Board, divided into three classes. Class I will hold office for a term expiring at the 2026 Annual Meeting of Stockholders ("Annual Meeting"); Class II will hold office for a term expiring at the 2024 Annual Meeting; and Class III will hold office for a term expiring at the 2025 Annual Meeting. At each Annual Meeting, the successors to the class of directors whose terms expire at that meeting are to 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 or until such director’s earlier death, resignation, or removal.
The Directors of the Company have been divided into classes as presented in the table below:
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Class I Directors | Term Expiration | ||||||||||
| Gareth Genner | 2026 Annual Meeting | ||||||||||
William McClintock | 2026 Annual Meeting | ||||||||||
| Charles Potts | 2026 Annual Meeting | ||||||||||
Class II Directors | |||||||||||
Kristin Stafford | 2027 Annual Meeting | ||||||||||
| Andrew Gowasack | 2027 Annual Meeting | ||||||||||
Class III Directors | |||||||||||
Andrew Scott Francis | 2025 Annual Meeting | ||||||||||
| Berta Pappenheim* | 2025 Annual Meeting | ||||||||||
Gareth Genner, Chief Executive Officer, Director
With over 20 years’ experience in founding, operational, and advisory capacities, Gareth provides Trust Stamp with technical, managerial, and visionary skills, as well as legal expertise. Gareth has successfully conceptualized, implemented, scaled, and exited multiple businesses including a cloud storage enterprise which was sold and an online educational platform which was acquired by a non-profit educational entity. Immediately prior to T Stamp Inc. Gareth served as full-time CEO of Edevate LLC, President of Pontifex University, as well as part-time Chancellor of Holy Spirit College. Gareth now serves as unpaid President of Pontifex University and Holy Spirit College which are merged and managed by a professional team. A British lawyer by training, Gareth holds a U.S. LLM in International Taxation & Financial Service Regulation.
Andrew Gowasack, President, Director
An economist by education, Andrew began his career in financial services sales and marketing. Although Trust Stamp is Andrew’s first start-up, he has immersed himself in the lean-start-up environment by completing multiple incubator programs, each of which provided a unique perspective and honed a distinct set of startup skills. Andrew is actively committed to ongoing learning, studying at world-class institutions. He completed Harvard Business School’s HBX CORe program and, through MIT Sloan School of Management, he has completed courses in design thinking and business innovation and application of blockchain technologies. Prior to joining Trust Stamp, Andrew worked at Ashford Advisers, a financial services company, where he worked as a Marketing Coordinator. As President, Andrew oversees business development and operations, and acts as Chief Product Evangelist.
Lance Wilson, Chief Financial Officer
Lance joined Trust Stamp in July 2021 as Finance Reporting Manager, where he was instrumental in establishing the financial reporting function. He played a pivotal role in the company’s successful Nasdaq listing in January 2022 Most recently, Lance served as the Senior Vice President of Accounting & Finance at T Stamp from July 2024 until being appointed to his role as CFO. He leads all external financial reporting, including SEC filings and technical accounting research and implementation. Prior to joining Trust Stamp, Lance served as Financial Reporting Manager at Cousins Properties, overseeing financial reporting and managing technical accounting projects. Lance started his professional career in public accounting with BDO USA, LLC in Atlanta after earning a Master of Accountancy degree and Bachelor of Science in Commerce and Business Administration from The University of Alabama. He is a licensed CPA in Georgia.
Andrew Scott Francis, Chief Technology Officer
Prior to joining Trust Stamp as CTO, Scott served for 9 years in the Program Management Office with Google. This role was very entrepreneurial in nature as he was tasked with helping oversee the creation and development of a global PMO team spread across multiple data centers across the US and Europe, essentially acting as a startup intrapreneur. Prior to Google, Scott served for 10 years in a number of startup companies in Atlanta, Austin, and Silicon Valley in software programming, management, and configuration management roles. As CTO, Scott oversees the Company’s software development team and programs, has responsibility for the Company’s hardware and software assets and plays a key role in working with the Company’s clients on all technical aspects of the relationship.
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William McClintock, Chairman of the Board
Bill McClintock is a well-respected figure within the United Kingdom property market, having been involved in real estate for over fifty years. During that time, he had also been Managing Director of Royal Life Estates South with a chain of two hundred and fifty offices. He successfully exited Cornerstone Estate Agencies (three hundred and forty-seven offices), when it was purchased from Abbey National plc., and subsequently joined Hamptons as International Development Director with specific responsibility for business generated in the markets of Hong Kong, Singapore, and Malaysia. In 2003 he became the Chief Operating Officer of The Ombudsman for Estate Agents for the UK and in 2007 became Chairman, a post he held until the end of 2015.
Kristin Stafford, Independent Director
Kristin Stafford is a successful serial entrepreneur specializing in SaaS and enterprise platforms supporting global compliance and background screening. Kristin is the co-founder and CEO of Vital4, a global enterprise, cloud-based platform, which provides instant data screening to support compliance, background screening, due diligence and more, on a global scale. Kristin has served as CEO of Vital4 from its inception in February 2016, and still serves as its CEO as of the date of this report.
Kristin is the co-founder and former managing partner of one of the first independent wholesale international background screening firms in the US – International Screening Solutions, Inc. Kristin managed and developed the company from 2009 and 2015, helping to lead the company from the ground-up into a multi-million-dollar business that recently sold the platform she designed to Dun and Bradstreet in 2021.
Kristin has more than 20 years of experience in operations management, process architecture, and software development. She has organized and managed teams of over 100 employees and consultants and brings to the table a vast array of experience in facilitating the requirements of corporate clients in the development and implementation of operations systems management and software development. Before entering the international background screening space, she managed the financial operations of a large Atlanta-based financial services corporation, served as a senior consultant for Delta Technology and Northern Trust Bank, and held a management role within a start-up division of GE Capital.
In her off time, Kristin is usually found surrounded by family and friends or traveling with her three children, husband Scott, and her three fur babies Chubbs, Mable, and Dipper.
Berta Pappenheim, Independent Director
Berta Pappenheim is the CEO and co-founder of The CyberFish Company, an organizational psychology and industry-leading cybersecurity company that assesses and improves the cybersecurity incident response capabilities of its clients. Prior to co-founding The CyberFish in January 2018, Berta worked as an occupational psychologist, delivering competency-based assessment programs in the financial and professional services, natural resources, and manufacturing industries. From July 2012 to January 2017, Berta was the Managing Director of a cyber threat intelligence consulting firm, Tempest Security Intelligence, where she established and cultivated the firm’s first international office in the UK.
Berta holds a Masters in Social Sciences from the University of Linköping in Sweden and currently studies towards an MSc in Neuroscience at King’s College London.
Charles Potts, Director
Charles Potts is a prominent figure in the financial technology sector, bringing over 35 years of practical experience in nurturing and leading various organizations. Mr. Potts currently serves as the executive vice president and chief innovation officer for the Independent Community Bankers of America® (ICBA) where he drives ICBA’s innovation initiatives, and financial technology strategies.
Throughout his distinguished career, Mr. Potts played instrumental roles in the establishment and growth of fintech startups specializing in digital banking, mobile engagement, financial management, and payments. Many of these endeavors achieved notable success through IPOs or strategic acquisitions. His expertise extends to mergers and acquisitions, corporate strategy, business development, and product management, particularly in the domain of digital and mobile channels and their operational efficiencies.
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Mr. Potts began his career in operational roles at numerous banking organizations including Citizens & Southern National Bank (now Bank of America) and HomeBanc. His financial acumen and leadership skills were further demonstrated during his executive roles at established companies, including Fiserv, Goldleaf and First Performance, where he spearheaded business development activities in his role as executive managing director from 2015 to 2019. He continues to be involved in several associations like The National Fintech Organization (NFO), The Association for Financial Technology Providers (AFT) and The Technology Association of Georgia (TAG). In his role as a General Partner in BankTech Ventures, LLC, he holds an advisory role in multiple startups, further reflecting his commitment to the fintech sector.
Mr. Potts received his education from the Georgia Institute of Technology and pursued graduate studies at Georgia State University in Atlanta. He further enhanced his banking expertise by attending the Graduate School of Banking at LSU.
Family Relationships
There are no family relationships among any of our executive officers and directors.
Corporate Governance
Director Independence
We have listed our shares of Class A Common Stock on the Nasdaq Capital Market. Under the rules of Nasdaq, “independent” directors must make up a majority of a listed company’s Board of Directors. In addition, applicable Nasdaq rules require that, subject to specified exceptions, each member of a listed company’s audit and compensation committees be independent within the meaning of the applicable Nasdaq rules. Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934 (the “Exchange Act”).
Our Board of Directors currently consists of seven (7) members. Our Board of Directors has determined that Charles Potts, William McClintock, Kristin Stafford, and Berta Pappenheim qualify as independent directors in accordance with the Nasdaq Capital Market, or Nasdaq listing requirements. Messrs. Genner, Gowasack, and Francis are not considered independent. Nasdaq’s independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three (3) years, one of our employees and that neither the director nor any of his or her family members has engaged in various types of business dealings with us. In addition, as required by Nasdaq rules, our Board of Directors has made a subjective determination as to each independent director that no relationships exist that, in the opinion of our Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, our Board of Directors reviewed and discussed information provided by the directors and us with regard to each director’s business, personal activities, and relationships as they may relate to us and our management. There are no family relationships among any of our directors or executive officers.
As required under Nasdaq rules and regulations and in expectation of listing on Nasdaq, our independent directors meet in regularly scheduled executive sessions at which only independent directors are present.
Board Leadership Structure and Board’s Role in Risk Oversight
William McClintock is the Chairman of the Board. The Chairman has authority, among other things, to preside over Board meetings and set the agenda for Board meetings. Accordingly, the Chairman has substantial ability to shape the work of our Board of Directors. We currently believe that separation of the roles of Chairman and Chief Executive Officer ensures appropriate oversight by the Board of our business and affairs. However, no single leadership model is right for all companies and at all times. The Board of Directors recognizes that depending on the circumstances, other leadership models, such as the appointment of a lead independent director, might be appropriate. Accordingly, the Board may periodically review its leadership structure. In addition, the Board will hold executive sessions in which only independent directors are present.
Our Board is generally responsible for the oversight of corporate risk in its review and deliberations relating to our activities. Risk is inherent in every business. As is the case in virtually all businesses, we face a number of risks, including operational, economic, financial, legal, regulatory, and competitive risks. Our management is responsible for the day-to-day management of the risks we face. Our Board of Directors, as a whole, through its committees has responsibility for the oversight of risk management.
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In its oversight role, our Board of Directors’ involvement in our business strategy and strategic plans plays a key role in its oversight of risk management, its assessment of management’s risk appetite, and its determination of the appropriate level of enterprise risk. Our Board of Directors receives updates at least quarterly from senior management and periodically from outside advisors regarding the various risks we face, including operational, economic, financial, legal, regulatory, and competitive risks. Our Board of Directors also reviews the various risks we identify in our filings with the SEC and risks relating to various specific developments, such as acquisitions, debt and equity placements, and new service offerings.
Our Board committees assist our Board of Directors in fulfilling its oversight role in certain areas of risk. Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including those described under “Item 1A. Risk Factors” of this annual report on Form 10-K. Our Board is actively involved in oversight of risks that could affect us. This oversight is conducted primarily by our full Board, which has responsibility for general oversight of risks.
Committees of the Board of Directors
The Board of Directors has established an Audit Committee (the “Audit Committee”), a Compensation Committee (the “Compensation Committee”) and a Nominating and Corporate Governance Committee (the “The Nominating and Corporate Governance Committee”). The composition and function of each committee are described below.
Audit Committee
The Audit Committee has three members, including Mr. Potts, Mr. McClintock, and Ms. Stafford. Mr. Potts serves as the chairman of the Audit Committee and satisfies the definition of “audit committee financial expert”. Mark Birschbach was a member of the Audit Committee until his resignation from the Company's Board of Directors on October 31, 2023, at which point he was replaced by Mr. Potts.
Our Audit Committee is authorized to:
•approve and retain the independent auditors to conduct the annual audit of our financial statements;
•review the proposed scope and results of the audit;
•review and pre-approve audit and non-audit fees and services;
•review accounting and financial controls with the independent auditors and our financial and accounting staff;
•review and approve transactions between us and our directors, officers and affiliates;
•recognize and prevent prohibited non-audit services; and
•establish procedures for complaints received by us regarding accounting matters; oversee internal audit functions, if any.
Compensation Committee
The Compensation Committee has three members, including Mr. McClintock, Mr. Potts, and Ms. Pappenheim. Mr. McClintock serves as the chairman of the Compensation Committee. Mark Birschbach was a member of the Compensation Committee until his resignation from the Company's Board of Directors on October 31, 2023, at which point he was replaced by Mr. Potts.
Our Compensation Committee is authorized to:
•review and determine the compensation arrangements for management;
•establish and review general compensation policies with the objective to attract and retain superior talent, to reward individual performance and to achieve our financial goals;
•administer our stock incentive and purchase plans; and
•review the independence of any compensation advisers.
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Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee has three members, including Ms. Stafford, Mr. McClintock, and Mr. Potts. Mr. McClintock serves as the chairman of the Nominating and Corporate Governance Committee. Mark Birschbach was a member of the Nominating and Corporate Governance Committee until his resignation from the Company's Board of Directors on October 31, 2023, at which point he was replaced by Mr. Potts.
The functions of our Nominating and Corporate Governance Committee, among other things, include:
•identifying individuals qualified to become Board members and recommending directors to be elected;
•nominees and Board members for committee membership;
•developing and recommending to our Board corporate governance guidelines;
•review and determine the compensation arrangements for directors; and
•overseeing the evaluation of our Board of Directors and its committees and management.
Our goal is to assemble a Board that brings together a variety of skills derived from high quality business and professional experience.
Compensation Committee Interlocks and Insider Participation
None of the members of our compensation committee is or has been an officer or employee of our Company, nor will they be. None of our executive officers has served as a member of the board of directors, or as a member of the Compensation Committee or similar committee, of any entity that has one or more executive officers who served on our board of directors or compensation committee during the year ended December 31, 2024. For a description of transactions between us and members of our Compensation Committee and affiliates of such members (if any), please see “Certain Relationships and Related Party Transactions”.
Code of Business Conduct and Ethics
We have adopted a code of business conduct and ethics that applies to all our employees, officers and directors, including those officers responsible for financial reporting.
Indemnification of Directors and Officers
Our Amended and Restated Certificate of Incorporation, as amended, contains provisions limiting the liability of directors to the fullest extent permitted by Delaware law and provide that we will indemnify each of our directors and officers to the fullest extent permitted under Delaware law. Our Amended Certificate of Incorporation, as amended and Bylaws also provide our Board of Directors with discretion to indemnify our employees and other agents when determined appropriate by the Board. In addition, each employment agreement entered into between the Company and its officers and/or directors contains certain indemnification provisions, which requires us to indemnify them in certain circumstances.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, or persons controlling our Company pursuant to the foregoing provision, we have been informed that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires the Company’s directors and executive officers, persons who beneficially own more than 10% of a registered class of the Company’s equity securities, and certain other persons to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the SEC, and to furnish the Company with copies of the forms.
Messrs. Alex Valdes (who is no longer an officer or director of the Company), Andrew Gowasack, Gareth Genner, Joshua Allen (who is no longer an officer or director of the Company), Charles Potts, William McClintock, Tracy Ming (not a named executive officer, but a financial controller whom we have deemed is subject to Section 16 reporting requirements) Andrew Scott Francis each previously failed to timely file a required Form 4 related to certain RSUs acquired in 2024.
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Additionally, DQI Holdings, Inc. failed to timely file two Form 4's related to warrants to purchase Class A Common Stock and shares of Class A Common Stock of the Company acquired in 2024.
Based solely on its review of the forms it received, or written representations from reporting persons, except as set forth above, the Company believes that all of its directors, executive officers, and greater than 10% beneficial owners complied with all such filing requirements during 2024.
Insider Trading Plans
We have adopted insider trading and 10b5-1 trading plan policies and procedures applicable to our directors, officers, employees, and other covered persons, and have implemented processes for the company, that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the Nasdaq Stock Market LLC listing standards. Our insider trading policy and our 10b5-1 trading plan policy are filed as Exhibit 19.1 and Exhibit 19.2, respectively, to this Annual Report on Form 10-K.
Item 11. Executive Compensation
The following Summary Compensation Table sets forth all compensation earned in all capacities during the fiscal year ended December 31, 2024 by (i) our principal executive officer and (ii) our two most highly compensated executive officers, other than our principal executive officer, who were serving as executive officers as of December 31, 2024 and whose total compensation for the 2024 fiscal year, as determined by Regulation S-K, Item 402, exceeded $100,000 (collectively referred to as the “Named Executive Officers”):
Summary Compensation Table
| Year | Salary | Cash Bonus | Stock Award | Option Awards | Non-Equity Incentive Plan Compensation | Non-Qualified Deferred Compensation Earnings | All Other Compensation | Total | |||||||||||||||||||||||||||||||||||||||||||||
| Gareth Genner, | 2023 | $ | 325,000 | $ | — | $ | 325,000 | (4) | $ | — | $ | — | $ | — | $ | — | $ | 650,000 | |||||||||||||||||||||||||||||||||||
| Chief Executive Officer (1) | 2024 | $ | 341,250 | $ | — | $ | 170,625 | $ | — | $ | — | $ | — | $ | — | $ | 511,875 | ||||||||||||||||||||||||||||||||||||
| Andrew Gowasack, | 2023 | $ | 262,994 | $ | — | $ | 262,994 | (4) | $ | — | $ | — | $ | — | $ | — | $ | 525,988 | |||||||||||||||||||||||||||||||||||
| President (2) | 2024 | $ | 276,143 | $ | — | $ | 138,072 | $ | — | $ | — | $ | — | $ | — | $ | 414,215 | ||||||||||||||||||||||||||||||||||||
| Andrew Scott Francis, | 2023 | $ | 195,615 | $ | — | $ | 195,615 | (4) | $ | — | $ | — | $ | — | $ | — | $ | 391,230 | |||||||||||||||||||||||||||||||||||
| Chief Technical Officer (3) | 2024 | $ | 205,396 | $ | — | $ | 102,698 | $ | — | $ | — | $ | — | $ | — | $ | 308,094 | ||||||||||||||||||||||||||||||||||||
Alex Valdes, | 2023 | $ | 195,615 | $ | — | $ | 195,615 | (4) | $ | — | $ | — | $ | — | $ | — | $ | 391,230 | |||||||||||||||||||||||||||||||||||
Chief Financial Officer (3) | 2024 | $ | 205,396 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 205,396 | ||||||||||||||||||||||||||||||||||||
_____________________________________
(1)Mr. Genner earned the compensation shown in the table above pursuant to the terms of his employment agreement. Pursuant to Mr. Genner’s employment agreement, he is entitled to an annual bonus (as described under “Elements of Compensation – Bonus” further below). The stock bonus earned in 2023 was awarded to Mr. Genner in 2024 and the stock bonus earned in 2024 was awarded in 2025. See “Elements of Compensation” below for information on how the amount of bonuses are determined by the Company.
(2)Mr. Gowasack earned the compensation shown in the table above pursuant to the terms of his employment agreement. Pursuant to Mr. Gowasack’s employment agreement, he is entitled to an annual bonus (as described under “Elements of Compensation – Bonus” further below). The stock bonus earned in 2023 was awarded to Mr. Gowasack in 2024 and the stock bonus earned in 2024 was awarded in 2025. See “Elements of Compensation” below for information on how the amount of bonuses are determined by the Company.
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(3)Mr. Francis and Mr. Valdes earned the compensation shown in the table above pursuant to the terms of their employment agreement. Pursuant to Mr. Francis’s and Valdes’s employment agreement, they are entitled to an annual bonus (as described under “Elements of Compensation – Bonus” further below). The stock bonus earned in 2023 was awarded to Mr. Francis and Mr. Valdes in 2024 and the stock bonus earned in 2024 was awarded to Mr. Francis in 2025. See “Elements of Compensation” below for information on how the amount of bonuses are determined by the Company. Mr. Valdes resigned from all positions with the Company effective January 2, 2025.
(4)Represents the value of RSUs for Class A Common Stock that were granted in 2024 as compensation for 2023 services rendered. These RSUs became fully vested on January 2, 2025.
(5)Represents the value of RSUs for Class A Common Stock that were granted in 2025 as compensation for 2024 services rendered. These RSUs will become fully vested on January 2, 2026.
Director Compensation
For the year ended December 31, 2024 the Company paid our directors as a group $234 thousand for their services as directors. There are seven directors as of December 31, 2024.
Elements of Compensation
Base Salary
For the year ended December 31, 2024, Genner, Gowasack, Francis and Valdes received a fixed base salary in an amount determined in accordance with their employment agreements with the Company. Factors influencing the salary of each of these individuals include:
•The nature, responsibilities and duties of the officer’s position;
•The officer’s expertise, demonstrated leadership ability and prior performance;
•The officer’s salary history and total compensation, including annual cash bonuses and long-term incentive compensation; and
•The competitiveness of the market for the officer’s services.
Bonus
Each executive officer that has an employment agreement with the Company is entitled to receive an annual bonus of not less than 50% nor more than 100% of such officer’s Base Salary (the “Bonus”) in accordance with and based on achievement of criteria established from year to year by the Board of Directors of the Company, provided that such officer is employed as of the date the Bonus is granted. The Bonus must be in the form of stock awards (i.e. a number of shares of the Company’s capital stock with a cash value equal to 50% to 100% of the officer’s Base Salary). Bonuses for services in a particular fiscal year are determined and issued during the following fiscal year.
Stock Awards
For the year ended December 31, 2024, we awarded 44,716 Restricted Stock Units to our named executive officers with vesting on January 2, 2025. For the year ended December 31, 2023, we awarded 13,832 Restricted Stock Units to our named executive officers with 13,832 vesting on January 2, 2024.
Equity Incentive Plans
As of the date of this report, the Company does not have a formal equity incentive plan pursuant to which it can issue awards.
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Outstanding Equity Awards at Fiscal Year End
The following table summarizes the number of shares of Class A Common Stock underlying outstanding equity awards for each named executive officer and director as of December 31, 2024.
| Option Awards | Stock Awards | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Name | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Equity incentive plan awards: Number of securities underlying unexercised unearned options (#) | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares of units of stock that have not vested ($) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($) | ||||||||||||||||||||||||||||||||||||||||||||
| Gareth Genner | — | — | — | — | — | 14,841 | $ | 196,603 | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Andrew Gowasack | — | — | — | — | — | 12,009 | $ | 159,087 | — | — | |||||||||||||||||||||||||||||||||||||||||||
| William McClintock | — | — | — | — | — | 624 | $ | 8,266 | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Andrew Scott Francis | — | — | — | — | — | 8,933 | $ | 118,338 | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Alexander Valdes | — | — | — | — | — | 8,933 | $ | 118,338 | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Kristin Stafford | — | — | — | — | — | — | $ | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Berta Pappenheim | — | — | — | — | — | — | $ | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Charles Potts | — | — | — | — | — | 4,797 | $ | 63,547 | — | — | |||||||||||||||||||||||||||||||||||||||||||
53
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
The following table sets out, as of March 28, 2025 the voting securities of the Company that are owned by executive officers and directors, and other persons holding more than 5% of any class of the Company’s voting securities or having the right to acquire those securities.
| Name and Address of Beneficial Owner | Amount and nature of beneficial ownership | Amount and nature of beneficial acquirable | Percent of class (1) | |||||||||||||||||
| Named Officers and Directors | ||||||||||||||||||||
| Gareth Genner, Chief Executive Officer, 3017 Bolling Way NE, Floor 2, Atlanta, Georgia, 30305 | 15,357 | (3) | 14,841 | (2) | 0.55 | % | ||||||||||||||
| Andrew Gowasack, President, 3017 Bolling Way NE, Floor 2, Atlanta, Georgia, 30305 | 31,676 | — | 0.57 | % | ||||||||||||||||
| Lance Wilson, Chief Financial Officer, 3017 Bolling Way NE, Floor 2, Atlanta, Georgia, 30305 | 959 | — | 0.02 | % | ||||||||||||||||
| Andrew Scott Francis, Chief Technology Officer, 3017 Bolling Way NE, Floor 2, Atlanta, Georgia, 30305 | 13,992 | — | 0.25 | % | ||||||||||||||||
| William McClintock, Independent Non-Executive Director, Hub 8, Unit 2 The Brewery Quarter, High St, Cheltenham GL50 3FF, United Kingdom | 3,405 | — | 0.06 | % | ||||||||||||||||
| Kristin Stafford, Independent Non-Executive Director, 3017 Bolling Way NE, Floor 2, Atlanta, Georgia, 30305 | 16 | — | 0.00 | % | ||||||||||||||||
| Berta Pappenheim, Independent Non-Executive Director, 3017 Bolling Way NE, Floor 2, Atlanta, Georgia, 30305 | — | — | 0.00 | % | ||||||||||||||||
| Charles Potts, Independent Non-Executive Director, 3017 Bolling Way NE, Floor 2, Atlanta, Georgia, 30305 | 5,560 | 1,606 | (4) | 0.13 | % | |||||||||||||||
All executive officers and directors as a group (9 persons) | 70,965 | 16,447 | 1.58 | % | ||||||||||||||||
| Other 5% Holders | ||||||||||||||||||||
| DQI Holdings Inc, 1900 Saint James Place Suite 125, Houston, TX 77056 | 397,424 | (5) | 250,930 | 11.76 | % | |||||||||||||||
_____________________________________
(1)Based on 2,487,052 shares of Class A Common Stock outstanding as of March 28, 2025, plus 3,026,597 shares of Class A Common Stock acquirable within 60 days of March 28, 2025.
(2)Represents shares of Class A Common Stock issuable pursuant to RSUs that vested on January 2, 2025.
(3)Represents shares of Class A Common Stock held by Gareth Genner’s spouse, Barbara Genner (10,627) and shares of Class A Common Stock held by Gareth Genner (4,730).
(4)Represents shares of Class A Common Stock issuable at any time upon request pursuant to grants.
(5)Represents shares of Class A Common Stock held by DQI Holdings Inc (397,424).
Reverse Split
On February 15, 2023 our Board of Directors approved and, as of February 20, 2023, the holders of a majority of our voting capital stock approved an amendment (the “Certificate of Amendment”) to the Company’s Amended and Restated Certificate of Incorporation and approved to effect a reverse split of our issued and outstanding shares of Class A Common Stock at a ratio of one share for every five shares currently held, rounded up to the nearest whole share – whereby every five (5) outstanding shares of Class A Common Stock was combined and became one (1) share of Class A Common Stock,
54
rounding up to the nearest whole number of shares (the “Reverse Split”). All share and per share amounts in these unaudited condensed consolidated financial statements have been retroactively restated to reflect the Reverse Split. The Reverse Split was effective for trading on the market opening of Nasdaq on March 23, 2023. The Reverse Stock Split effective March 23, 2023, was ratified 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.
Reverse Stock Split
On December 30, 2024, the Company filed a Certificate of Amendment to the Company’s Third Amended and Restated Certificate of Incorporation, which was previously approved by the Company’s stockholders at the special meeting held on November 18, 2024 and described in the Company’s definitive proxy statement filed with the SEC on September 30, 2024, to effectuate a reverse stock split at a ratio of one (1) share of Common Stock for every fifteen (15) shares of Common Stock (the “Reverse Stock Split”) which became effective as of the opening of business on January 6, 2024 (the “Effective Time”).
As a result, at the Effective Time, each fifteen (15) pre-split shares of Common Stock outstanding automatically combined into one (1) new share of Common Stock, and the number of outstanding shares of Common Stock were reduced from 30,350,253 to 2,023,351. Proportional adjustments have also been made to the number of shares of Common Stock issuable upon exercise or conversion of the Company’s outstanding equity awards, stock options, and warrants in existence as of the Effective Time, as well as the applicable exercise price(s) of such instruments.
The number of authorized shares of Common Stock and the par value of each share of Common Stock remain unchanged. No fractional shares were issued as a result of the Reverse Stock Split, and any fractional shares that would otherwise have resulted from the Reverse Stock Split were rounded up.
Item 13. Certain Relationships and Related Transactions
Mutual Channel Agreement
On November 15, 2020, the Company entered into a Mutual Channel Agreement with Vital4Data, Inc., a company at which one of our Directors serves as Chief Executive Officer. Pursuant to the agreement, the Company engaged Vita4Data, Inc. as a non-exclusive sales representative for the Company’s products and services. Vital4Data, Inc. is entitled to compensation in the form of commissions, receiving a 20% of commission-eligible on net revenue from sales generated by Vital4Data, Inc. in the first year of the contract term, which is reduced to 10% in the second year, and 5% in the third year. The Company has not earned or expensed any commissions pursuant to the Vital4Data, Inc. agreement to date.
Item 14. Principal Accounting Fees and Services
The following is a summary of fees paid to Marcum, LLP, for services rendered.
| For the years ended December 31, | |||||||||||||||||
| 2024 | 2023 | ||||||||||||||||
Audit Fees (1) | $ | 473,665 | $ | 355,950 | |||||||||||||
| Total Fees | $ | 473,665 | $ | 355,950 | |||||||||||||
(1)Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements, reviews of our quarterly financial statements and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings.
55
PART IV
Item 15. Exhibits, Financial Statement Schedules.
1.Financial Statements
The financial statements and Report of Independent Registered Public Accounting Firm are listed in the “Index to Financial Statements and Schedules” under Part II, Item 8 of this Annual Report on Form 10-K.
2.Financial Statement Schedules
All schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission (the “Commission”) are either not required under the related instructions, are not applicable (and therefore have been omitted), or the required disclosures are contained in the financial statements included herein.
3.Exhibits (including those incorporated by reference).
Copies of the following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-K.
| Exhibit No. | Exhibit Description | ||||||||||
| 3.1 | |||||||||||
| 3.2 | |||||||||||
3.3 | |||||||||||
| 4.1 | |||||||||||
4.2 | |||||||||||
4.3 | |||||||||||
4.4 | |||||||||||
4.7 | |||||||||||
4.8 | |||||||||||
4.9 | |||||||||||
4.10 | |||||||||||
4.11 | |||||||||||
4.12 | |||||||||||
4.13 | |||||||||||
4.14 | |||||||||||
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4.15 | |||||||||||
4.16 | |||||||||||
4.17 | |||||||||||
4.18 | |||||||||||
4.19 | |||||||||||
4.20 | |||||||||||
4.21 | |||||||||||
| 10.1 | |||||||||||
| 10.2 | |||||||||||
| 10.3 | |||||||||||
| 10.4 | |||||||||||
| 10.5 | |||||||||||
| 10.6 | |||||||||||
| 10.7 | |||||||||||
| 10.8 | |||||||||||
| 10.9 | |||||||||||
| 10.10 | |||||||||||
| 10.11 | |||||||||||
| 10.12 | |||||||||||
| 10.13 | |||||||||||
57
| 10.14 | |||||||||||
| 10.15 | |||||||||||
| 10.16 | |||||||||||
| 10.17 | |||||||||||
| 10.18 | |||||||||||
| 10.19 | |||||||||||
| 10.20 | |||||||||||
| 10.21 | |||||||||||
| 10.22 | |||||||||||
10.23 | |||||||||||
10.24 | |||||||||||
10.25 | |||||||||||
10.26 | |||||||||||
| 10.27 | |||||||||||
| 10.28 | |||||||||||
| 10.29 | |||||||||||
10.30 | |||||||||||
| 10.31+ | |||||||||||
| 10.32 | |||||||||||
| 10.33 | |||||||||||
| 10.34 | |||||||||||
58
| 10.35 | |||||||||||
| 10.36 | |||||||||||
19.1* | |||||||||||
23.1* | |||||||||||
| 31.1* | |||||||||||
| 31.2* | |||||||||||
| 32.1* | |||||||||||
97.1 | |||||||||||
| 101.INS* | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | ||||||||||
| 101.SCH* | Inline XBRL Taxonomy Extension Schema | ||||||||||
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase | ||||||||||
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase | ||||||||||
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase | ||||||||||
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase | ||||||||||
| 104 | Cover Page Interactive Data File—the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | ||||||||||
_________________________
* Filed herewith.
Item 16. Form 10-K Summary
Not applicable.
59
SIGNATURES
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 thereunto duly authorized.
| T STAMP INC. | |||||
| /s/ Gareth Genner | |||||
| Gareth Genner, Chief Executive Officer | |||||
| Trust Stamp | |||||
The following persons in the capacities and on the dates indicated have signed this report.
| /s/ Gareth Genner | |||||
| Gareth Genner, Principal Executive Officer, Chief Executive Officer, Director | |||||
Date: March 31, 2025 | |||||
/s/ Lance Wilson | |||||
Lance Wilson, Principal Financial Officer, Principal Accounting Officer | |||||
Date: March 31, 2025 | |||||
| /s/ Andrew Gowasack | |||||
| Andrew Gowasack, President, Director | |||||
Date: March 31, 2025 | |||||
/s/ Andrew Scott Francis | |||||
Andrew Scott Francis, Chief Technology Officer, Director | |||||
Date: March 31, 2025 | |||||
| /s/ William McClintock | |||||
| William McClintock, Director | |||||
Date: March 31, 2025 | |||||
/s/ Charles Potts | |||||
Charles Potts, Director | |||||
Date: March 31, 2025 | |||||
| /s/ Kristin Stafford | |||||
| Kristin Stafford, Director | |||||
Date: March 31, 2025 | |||||
| /s/ Berta Pappenheim | |||||
| Berta Pappenheim, Director | |||||
Date: March 31, 2025 | |||||
60
Exhibit 19.1
Inside Information and Trading of Company Stock
I. Purpose of this Policy
In the course of performing your duties for T Stamp Inc. ("TRUST STAMP"), you may from time to time receive or become aware of material non-public information about TRUST STAMP and its subsidiaries (collectively, the "Company") or other companies that do business with the Company. This Insider Trading Policy (the "Policy") furnishes guidelines concerning information that may be "material" and "non-public" and your legal obligations and obligations to the Company relating to the use or disclosure of material non-public information regarding the Company or such other companies.
The Company has adopted this Policy to promote compliance with applicable securities laws, known as "insider trading" laws, which prohibit persons who receive or become aware of material non-public information about the Company (or other companies that do business with the Company) from trading in the Company's (or such other company's) securities or providing material non-public information to others who may trade in the Company's (or such other company's) securities on the basis of that information.
Insider trading laws can impose legal liability not only on individuals who fail to comply with these laws, but also to the Company as the employer of individuals who violate these laws. Accordingly, the Company has adopted this Policy not only to guide the individuals associated with the Company who are covered by the Policy, but also to protect the Company from legal liability and promote its business interest in maintaining an impeccable reputation for integrity.
II. Effectiveness of this Policy
This Policy is effective as of the date set forth at the bottom of this page and supersedes any previous insider trading policy of the Company. In the event of any conflict or inconsistency between this Policy and any other materials previously distributed by the Company, this Policy shall govern. In addition, each Covered Person (as defined below) is responsible for complying with applicable law as then in force and effect. Accordingly, in the event of any conflict or inconsistency between this Policy and applicable law, or any omission from this Policy, Covered Persons are not excused from complying with applicable law.
III. Compliance Officer for this Policy
Lance Wilson, TRUST STAMP’s Chief Financial Officer, is the compliance officer for this Policy. A Compliance Officer, or the Board of Directors of the Company, may designate additional or other officers of the Company to serve as a Compliance Officer for this Policy from time to time. Any questions concerning this Policy should be directed to, and all interpretations of this Policy shall be made by, a duly designated Compliance Officer.
IV. Who This Policy Applies To
This Policy is applicable to all directors, officers, and employees of the Company, whether located in or outside of the United States, as well as family members and other members of their respective households, partnerships in
which any such person is a general partner, trusts of which any such person is a trustee, estates of which any such person is an administrator or executor and other legal entities that any such person controls (the "Covered Persons"). A Compliance Officer may also determine from time to time that other persons who may have access to material non-public information due to their activities with the Company shall be subject to this Policy. Any persons so identified by a Compliance Officer shall also be "Covered Persons" for purposes of this Policy.
V. Policy
If a Covered Person is in possession of material non-public information relating to the Company, that person may not, directly or indirectly, buy, sell or engage in other transactions in securities of the Company (to be broadly construed to include equity, debt, and convertible securities of the Company, and derivatives (whether or not issued by the Company) linked to or exercisable for securities of the Company (the "Company Securities"), except as set forth in Section VIII below, or engage, directly or indirectly, in any other action to disclose to others (“tipping") or benefit from or take advantage of that information (for example, recommending transactions in Company Securities). This Policy also applies to material non-public information relating to any other company with publicly-traded securities, including the Company's customers, suppliers or other business relations, obtained in the course of the Covered Person's employment by, service to or other relationship with the Company.
Additional restrictions on buying, selling or engaging in other transactions in Company Securities apply to directors, executive officers and Section 16 Officers (as defined below) of the Company, as described in Section IX below.
VI. Definitions and Explanations
A. When Information is "Material"
In order to determine whether information is material, it must be evaluated in the context of all facts and circumstances at play at the time. Information is considered "material" if:
●a reasonable investor would consider the information important in making a decision to buy, sell or hold Company Securities;
●release of the information could produce a qualitative change to the package of information disclosed to the public by the Company; or
●public disclosure of the information would be likely to have a significant effect on the market price of Company Securities.
Material information can be positive or negative and can relate to virtually any aspect of the Company's business. Information that is or may be material includes (but is not limited to) the following, depending upon all facts and circumstances at the time of assessment:
●unpublished financial or operating results, positive or negative;
●projections or changes in projections of financial or operating results, upwards or downwards;
●a pending or proposed corporate transaction involving the Company, such as merger, acquisition or divestiture;
●a pending or proposed public offering or private placement of securities of the Company or other financing for the Company outside of the ordinary course of business;
●a pending or proposed repurchase or redemption of Company Securities;
●changes in the Company’s relationship with a governmental payor or other significant third-party payor;
●changes in senior management;
●execution of a business contract that is important to the Company financially, strategically or otherwise;
●significant regulatory actions or challenges
●pending or threatened litigation of potential significance to the Company, or settlement or other resolution of ongoing litigation;
●a change in the Company's independent registered public accounting firm;
●the need to restate financial statements;
●impending bankruptcy or liquidity problems; and
●other events or developments that the Company is required to disclose in a Form 8-K to be filed with the Securities and Exchange Commission ("SEC").
B. When Information is "Non-public"
Information is "non-public" if it has not been disclosed to the public. In order for information to be considered public, it must be widely disseminated; for example, through:
●newswire releases;
●widely available broadcasts on television and radio;
●publication in widely available newspapers or news websites; or
●disclosure in the Company's periodic reports filed with the SEC.
After a wide dissemination of material information, a reasonable period of time must elapse for the investing public to process the information. As a rule of thumb, two full trading days following wide dissemination is regarded as a reasonable waiting period before such information is deemed to be "public" and no longer "non-public" for purposes of this Policy. A Compliance Officer may determine that a different waiting period is appropriate with respect to particular Company disclosures based upon prevailing facts and circumstances. For the avoidance of doubt, Covered Persons should consult a Compliance Officer when contemplating transactions in Company Securities shortly after public disclosures by the Company.
C. Be Mindful of How a Transaction May be Viewed in Hindsight
If a particular transaction (or group of transactions) is challenged by enforcement authorities, it will be viewed with the benefit of hindsight. As a result, before engaging in any transaction, a Covered Person should give careful thought to whether any facts and circumstances exist that could raise suspicions about the propriety of the proposed transaction after the fact; for example, as to whether information that the Covered Person has become aware of may be construed as "material" and "non-public." Again, in the event of any doubt, Covered Persons should consult a Compliance Officer when contemplating transactions in Company Securities.
VII. Guidelines
A. Non-disclosure of Material Non-public Information
Material non-public information must not be disclosed to anyone unless it has first been widely disseminated to the public as described above, except to other Company personnel who have a need to know the information and are
bound by a confidentiality obligation to the Company and covered by this Policy, or third party agents of the Company (such as accountants, investment bankers or outside legal counsel) whose positions require them to have access to such information, and who are bound by a professional obligation to protect its confidentiality.
B. Prohibited Trading in Company Securities
No person may place a purchase or sell order or recommend that another person place a purchase or sell order in Company Securities when he or she is aware of material non-public information concerning the Company that has not been disclosed to the public. As noted above, for purposes of the prohibition expressed in this Policy, "Company Securities" should be construed broadly, and the terms "purchase" or "sell" should also be interpreted broadly to include transactions involving Company Securities such as elections or changes in elections under Company Securities purchase plans, loans, pledges, gifts, charitable donations and other contributions of Company Securities.
C. "Tipping" Information to Others
Covered Persons may be liable for communicating or tipping material non-public information to any third party ("tippee"). Further, insider trading violations are not limited to trading or tipping by Covered Persons. Persons other than Covered Persons also can be liable for insider trading, including tippees who trade on material non-public information tipped to them and individuals who trade on material non-public information which has been misappropriated.
Tippees inherit a Covered Person's duties under this Policy and applicable insider trading laws and may be held liable for trading on material non-public information illegally tipped to them by a Covered Person. Similarly, just as Covered Persons are liable for the insider trading of their tippees, so are tippees who communicate the information to others who trade. In other words, a tippee's liability for insider trading is no different from that of a Covered Person. Tippees can obtain material non-public information in deliberate ways, such as the direct receipt of a tip, or in less deliberate or obvious ways, such as conversing at social, business, or other gatherings.
D. Prohibitions Involving Securities of Other Companies
As described in paragraphs A and C above, no Covered Person may disclose material non-public information or "tip" information to others to the extent the Covered Person becomes aware of material non-public information about another company in the course of his or her business activities on behalf of the Company. No Covered Person may place a purchase or sell order or recommend that another person place a purchase or sell order in the securities of another company if he or she becomes aware of material non-public information concerning that company in the course of his or her business activities on behalf of the Company.
E. No Hedging of Company Securities
The Company believes that purchases of hedging instruments that protect against downward changes in the Company's stock price can result in the purchaser no longer having the same objectives as the Company's other stockholders because he or she is no longer subject to the full risks of stock ownership. Accordingly, no employee of the Company or member of the Company's Board of Directors may engage in any hedging transaction that would result in lack of exposure to the full risks of stock ownership.
Prohibited hedging transactions include, but are not limited to, collars, forward sale contracts, trading in publicly-traded options, puts, calls, or other derivative instruments related to Company stock or debt. The Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") requires companies to disclose in the proxy materials for their annual stockholders' meetings whether any of their employees and directors are permitted to hedge against losses on their company stock.
VIII. Exceptions
A. No Sale/No Purchase Transactions
The prohibitions of this Policy do not apply to bona fide gifts of Company Securities (i.e., for no consideration), including gifts to family members, charities or private foundations except that any such transaction should be pre-cleared by a Compliance Officer as provided in Section IX.C. In addition, this Policy does not restrict purchases and sales of mutual funds or exchange-traded funds that invest in Company Securities in addition to securities of other companies.
B. Transactions under Company Equity Plans
The prohibitions of this Policy also apply to a Covered Person's exercise of a stock option granted under a Company equity plan as well as to any sale of Company Securities received upon exercise of an option, regardless of whether the sale is to pay the exercise price or for tax withholding. This will not apply to a Covered Person's surrender of Company Securities to the Company or the retention and withholding from delivery to the Covered Person of shares by the Company (i.e., a so-called "net settlement") upon vesting of restricted stock in satisfaction of tax withholding obligations in a manner permitted by the applicable equity award agreement or the Company equity plan pursuant to which the equity award was granted. In addition, to the extent that the transactions described in this paragraph do not involve the sale or purchase of securities by the Covered Person with persons other than the Company, Compliance Officers shall have authority to waive these restrictions in the event the Compliance Officer determines that such actions do not result in the improper use of material non-public information.
IX. Additional Provisions Applicable to Designated Insiders
A. Designated Insiders
This Section IX sets forth additional provisions applicable to the following individuals associated with the Company (referring to TRUST STAMP, not its subsidiaries) ("Designated Insiders"):
●each member of the Board of Directors of TRUST STAMP;
●each "executive officer" of TRUST STAMP, as described in Rule 3b-7 under the Exchange Act;
●each individual designated as an "officer" of TRUST STAMP; and
●each other individual designated as a Designated Insider by a Compliance Officer from time to time.
B. Blackout Periods/Trading Windows
Designated Insiders are prohibited from trading in Company Securities during blackout periods: (a) the Company's regularly scheduled quarterly blackout period commencing before the market opens on the 15th of the last month of the calendar quarter and ending two business day after the Company's "earnings release" is issued to the public relating to the Company's financial information for the concluded fiscal quarter and (b) special blackout periods instituted by the Company on a discretionary basis when news of pending material events or other material non-public information regarding the Company that is anticipated to be disclosed has not yet been publicly disclosed, or stock repurchases are being made by the Company pursuant to its stock repurchase program. Subject to pre-clearance as provided in Section IX.C below, Designated Insiders are generally permitted to trade when no blackout period is in effect; provided, however, that even during an open trading window, a Designated Insider who is aware of material non-public information may not trade in Company Securities until the information has been made publicly available as described above, or is no longer material.
C. Pre-Clearance
Designated Insiders (including family members and other members of their respective households) must obtain prior clearance from a Compliance Officer before buying, selling, or engaging in any transaction in Company Securities (except as described in Section IX.E below), including any exercise of stock options. A Compliance Officer will evaluate each proposed transaction to determine if it raises insider trading concerns or other concerns under the
federal or state securities laws and regulations. Any advice will relate solely to legal considerations and not the merits of the investment decision. Clearance of a transaction will be valid only for a 48-hour period. If the transaction order is not placed within that 48-hour period, clearance of the transaction must be re-requested from a Compliance Officer.
D. Short-Swing Trading
Directors and executive officers of the Company who purchase Company Securities may not sell any Company Securities of the same class for at least six months after the purchase. Note that in addition to this Policy, under Section 16(b) of the Exchange Act, any "short- swing profits" realized by a Section 16 Officer or director of the Company from a "matching" purchase and sale or "matching" sale and purchase of Company Securities occurring within a six-month period would be subject to disgorgement to the Company.
E. Rule 10b5-1 Plans
A Covered Person’s trades may be exempt from this Policy if made under a properly pre-established and maintained written trading plan, known as a "Rule 10b5-1 plan." If the Rule 10b5-1 plan meets all of the requirements for such a plan, and the purchases or sales of Company Securities are actually made in accordance with the terms and conditions of the plan, the trades will not be deemed to have been made "on the basis of" material non-public information, even if the Designated Insider who established the plan is actually aware of material non-public information at the time of execution of the transactions provided for by the plan.
A properly designed Rule 10b5-1 plan must meet the following requirements:
●The plan was established when the Covered Person was unaware of material non-public information concerning the Company
●The plan specifies the number (or dollar value) of Company Securities to be purchased or sold, the price (which may be a fixed price, market price, or minimum/maximum price) at which the shares are to be traded, and the date of the trade, or provides a written formula or algorithm for determining the timing, amount and price of the trade (or the plan can give a third party such as a designated broker the exclusive right to determine the timing, amount and price of the trade);
●The plan does not permit the Covered Person to exercise any subsequent influence over how, when, or whether to effect purchases or sales; provided, however, that if a third party (such as a broker) is designated under the terms of the plan to determine the timing, amount and price of trades, the third party must not have been aware of the material non-public information about the Company or Company Securities when it makes its trading decisions; and
●The plan must be entered into in good faith and not as part of a scheme to evade insider trading prohibitions. Any new Rule 10b5-1 plan, or amendment or termination of an existing Rule 10b5-1 plan, must be reviewed and approved by a Compliance Officer; provided, however, that trades occurring under an approved Rule 10b5-1 plan do not require pre-clearance.
F. Section 16 Reporting
Directors and Section 16 Officers are required to report transactions in Company Securities, including purchases, sales, transfers to trusts, changes in the nature of their ownership (i.e., from direct to indirect), gifts, inheritances, transfers within their 401(k) plan, stock option exercises, stock option grants and other stock grants to the SEC under Section 16(a) of the
Securities Exchange Act of 1934, as amended. The individual has a responsibility to ensure that the required filings are made on time and correctly.
When an individual initially becomes a Director or a Section 16 Officer of the Company, he or she must report Company Securities owned by him or her at that time by filing a statement on Form 3 with the SEC within ten calendar days of assuming the position.
Subsequent transactions in Company Securities must be reported on Form 4 by the second business day following the transaction. After receiving pre-clearance in accordance with Section IX.C above, a Director or Section 16 Officer should forward the details of their transaction(s) via email to the office of Corporate Secretary no later than the date of the transaction(s) so that the Form 4 can be prepared. The office of Corporate Secretary will prepare and file the necessary forms electronically with the SEC. One manually signed copy of the Form must be kept in the individual’s file, located in the Corporate Accounting Department. In the event the Director or Section 16 Officer is unable to manually sign a Form required by Section 16(a), such Form will be signed by a previously designated Attorney-in-Fact.
SEC rules require companies to report in their annual proxy statement and Form 10-K the names of any Directors or Section 16 Officers who, during the Company’s preceding fiscal year, failed to file a Form 4 or Form 3 or filed one late. In addition, the SEC has the authority to fine delinquent filers.
Exhibit 23.1
Independent Registered Public Accounting Firm’s Consent
We consent to the incorporation by reference in the Registration Statement of T Stamp Inc. on Form S-1 (File No. 333-274160, 333-272343 and 333-284525) and Form S-3 (File No. 333-271091 and 333-280884) of our report dated March 31, 2025, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern and an emphasis of matter paragraph related to the adjustments for the reverse stock split, with respect to our audits of the consolidated financial statements of T Stamp Inc. as of December 31, 2024 and 2023 and for the years ended December 31, 2024 and 2023, which report is included in this Annual Report on Form 10-K of T Stamp Inc. for the year ended December 31, 2024.
/s/ Marcum LLP
Marcum LLP
Marlton, NJ
March 31, 2025
Exhibit 31.1
CERTIFICATIONS
I, Gareth Genner, certify that:
1. I have reviewed this Annual Report on Form 10-K for the fiscal year ended December 31, 2024 of T Stamp Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: March 31, 2025
| /s/ Gareth Genner | |||||
| Gareth Genner | |||||
| Chief Executive Officer (Principal Executive Officer) | |||||
Exhibit 31.2
CERTIFICATIONS
I, Lance Wilson, certify that:
1. I have reviewed this Annual Report on Form 10-K for the fiscal year ended December 31, 2024 of T Stamp Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: March 31, 2025
| /s/ Lance Wilson | |||||
| Lance Wilson | |||||
| Chief Financial Officer | |||||
| (Principal Financial Officer) | |||||
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of T Stamp Inc. (the “Company”) on Form 10-K for the fiscal year ended December 31, 2024 as filed with the Securities and Exchange Commission (the “Report”), I, Gareth Genner, Chief Executive Officer of the Company, and I, Lance Wilson, Chief Financial Officer of the Company, certify that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
Date: March 31, 2025
| /s/ Gareth Genner | |||||
| Chief Executive Officer | |||||
| (Principal Executive Officer) | |||||
| /s/ Lance Wilson | |||||
| Chief Financial Officer | |||||
| (Principal Financial Officer) | |||||