8-K

T Stamp Inc (IDAI)

8-K 2022-11-14 For: 2022-11-10
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Added on April 11, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934


Date of report (Date of earliest event reported): November 10, 2022

T STAMP INC.

(Exact name of registrant as specified in itscharter)

Delaware 001-41252 81-3777260
(State or other jurisdiction<br><br> <br>of incorporation) (Commission<br><br> <br>File Number) (I.R.S. Employer<br><br> <br>Identification Number)

3017 Bolling Way NE, Floors 1 and 2, Atlanta,Georgia 30305

(Address of principal executive offices, includingzip code)

Registrant’s telephone number, includingarea code:

(404

) 806-9906


Not Applicable

(Former name or former address, if changedsince last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading<br><br> <br>Symbol(s) Name of each exchange<br><br> <br>on which registered
Class A Common Stock, par value $0.01 per share IDAI The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

Item 2.02. Results of Operations and FinancialCondition.

On November 10, 2022, T Stamp, Inc. (the “Company”) issued a press release announcing its results of operations for the three-and nine-month periods ended September 30, 2022. A copy of that press release is being furnished herewith as Exhibit 99.1.

The information contained in and accompanying this Form 8-K with respect to Item 2.02 (including Exhibit 99.1 hereto) is being furnished to, and not filed with, the Securities and Exchange Commission in accordance with General Instruction B.2 to Form 8-K.

Item 9.01 Financial Statements and Exhibits


(d) Exhibits

Exhibit No. Description
99.1 Press release dated November 10, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

T STAMP INC.
By: /s/ Gareth Genner
Name: Gareth Genner
Title: Chief Executive Officer

Dated: November 10, 2022

Exhibit 99.1

T STAMP INC

(‘TrustStamp’ or ‘The Company’)


Trust Stampachieves revenue increase of 309% and gross profit increase of 915% for Q3 2022

Atlanta,GA, November 10, 2022 Trust Stamp (Nasdaq: IDAI), a global provider of AI-powered trust and identity services used globally across multiple sectors, provides a business update and commentary on reported financial results for the three months ended September 30, 2022 (“Q3 2022”).

Gareth Genner,Chief Executive Officer, comments: “We achieved a 309% year-over-year increase in revenue and a 915% increase in gross profit forQ3 2022, as well as a 208% increase in revenue and 354% in gross profit for the nine months ended September 30, 2022. We continue todeliver growth across our business platforms, which span enterprise, government, and peer-to-peer markets.”

“Our technologyhas garnered interest across multiple government use cases in the United States and internationally, as governments look to update theirsecurity infrastructure and implement the latest solutions in privacy and biometrics. Towards this end, we recently unveiled our newgovernment-focused, privacy-first identity technology, Privtech™, and received registered trademark status for the Privtech solutionfrom the US Patent and Trademark Office.”

"Over thepast two years, Trust Stamp has been working diligently to transition from the model we used with our early customers--building customplatforms and custom solutions--to a model that provides scalability and a SaaS revenue model. Our end-to-end Identity OrchestrationPlatform dramatically decreases integration time and increases client flexibility to tailor a Trust Stamp solution to meet their specificneed, as well as opening access to a market that relies on low-code partner integrations. We are at an inflection point for our OrchestrationPlatform, as multiple customers are now using the platform. We are beginning to see exciting results, as our platform offers rapid deploymentacross devices and platforms, with custom workflows that seamlessly orchestrate trust across the identity lifecycle for a consistentuser experience in processes for onboarding, including know-your-customer (KYC) and anti-money laundering (AML) regulations, multi-factorauthentication, account recovery, fraud prevention, compliance, and more.”

“TrustStamp now has multiple customers already using the Orchestration Layer. Notably, our channel partner Fidelity Information Services, LLC(FIS) is utilizing the Orchestration Layer and has signed a number of customers, five of which have integrated in the past month alone,and another six are expected in the next several months. Another one of Trust Stamp’s clients transitioned from the traditionalTrust Stamp model to the Orchestration Layer, and Trust Stamp immediately saw a four-fold increase in utilization and revenue from thatclient, reinforcing our belief that the simplicity of our new platform will lead to higher usage. It’s important to note that theplatform delivers high gross margins, ranging from 80-95%, which will further contribute to our bottom line. Over the coming five quarters,the Orchestration Layer rollout is expected to service a growing volume of customers with much faster integration times, and we believethe commercial potential is very significant."

“Lookingahead, we anticipate a number of meaningful growth opportunities for our software products in the Alternative to Detention Program andother in-community case management services for federal and state agencies. We have a ten-year technology services agreement with MastercardInternational, whereby Trust Stamp is paid to develop and host software solutions utilizing the IT^2^, support Mastercard’simplementations, and is paid on a “per use” basis for all transactions utilizing its technology. Under this agreement, TrustStamp has received guaranteed minimum annual payments on account of usage, but we anticipate significant use-based revenue starting inlate 2023 and growing year-on-year thereafter. Our R&D team continues to develop products and work with partners and industry organizationsin other sectors that offer significant market opportunities, in particular, the travel, healthcare, Metaverse platform, and cryptographickey and account credential safekeeping sectors. We believe we have built a highly scalable business that is committed to innovating secure,privacy-first identity, and trust verification solutions.”


Financial Performance Overview

Revenue

Net revenue increased by $1.02 million or 308.5%, to $1.35 million for Q3 2022, compared to $330 thousand for Q3 2021. This increase was primarily due to revenue contracts executed by new and existing customers. Net revenue for the nine months ended September 30, 2022 increased by $3.30 million, or 208.4%, to $4.88 million, compared to $1.58 million for the nine months ended September 30, 2021.

Gross Profit

Gross profit increased by $739 thousand or 914.8% for Q3 2022 compared to the same period last year, and gross profit margin improved to 60.8% for Q3 2022, compared to 24.5% for Q3 2021. The improvement was due in part to the Company’s prior investment in research and development, which enabled the utilization of existing technologies with relatively nominal implementation costs for new deployments. Gross profit increased by $2.58 million, or 353.9%, for the nine months ended September 30, 2022, compared to the same period last year, and gross profit margin improved by 21.7% from 46.1% for the nine months ended September 30, 2021, to 67.8% for the nine months ended September 30, 2022.

Research and Development

Research and development (R&D) costs for Q3 2022 were $778 thousand for Q3 2022, compared to $579 thousand for Q3 2021. R&D costs were $1.77 million for the nine months ended September 30, 2022, compared to $1.13 million for the same period last year, reflecting the increase in R&D personnel to support an accelerated product roadmap.

Selling, General, and Administrative Expenses

Selling, general, and administrative (SG&A) expense was $3.28 million for Q3 2022, compared to $2.29 million for Q3 2021. SG&A expense was $9.01 million for the nine months ended September 30, 2022, compared to $6.10 million for the nine months ended September 30, 2021. The increase in SG&A expense during the three and nine months ended September 30, 2022, was primarily driven by investment in personnel to support growth initiatives. SG&A for the nine months ended 2022 also included legal and professional services fees, as well as other one-off fees and costs related to the listing of the Company’s common stock on the Nasdaq Capital Market in the first quarter of 2022.

Operating Loss

Operating loss was $3.44 million for Q3 2022, compared to $2.94 million for Q3 2021. Operating loss was $8.02 million for the nine months ended September 30, 2022, compared to $6.92 million for the nine months ended September 30, 2021. While total operating costs, including cost of services, depreciation and amortization, R&D, and SG&A, increased by 46.6% or $1.52 million, it took only $3.55 to produce $1.00 in net revenue in the three months ended September 30, 2022, versus $9.90 in total operating expense to produce $1.00 in net revenue in the three months ended September 30, 2021; an improvement of 64.1% and an indicator of better operating efficiencies during the comparative periods.

Net Loss

Net loss was $3.44 million or $0.15 per basic and diluted share for Q3 2022, compared to $3.04 million or $0.16 per basic and diluted share for Q3 2021. Net loss was $8.05 million or $0.35 per basic and diluted share for the nine months ended September 30, 2022, compared to $7.03 million or $0.37 per basic and diluted share for the nine months ended September 30, 2021.

Liquidity and Capital Resources

As of September 30, 2022, and December 31, 2021, the Company had approximately $2.93 million and $3.48 million of cash, respectively. Total working capital as of September 30, 2022, was $1.65 million, compared to $3.36 million as of December 31, 2021. As of September 30, 2022, and December 31, 2021, the Company had no long-term debt. Total stockholders’ equity was $3.76 million as of September 30, 2022, compared to $5.03 million as of December 31, 2021.

A copy of the Company’s quarterly report on Form 10-Q for the third quarter ended September 30, 2022, has been filed with the Securities and Exchange Commission and posted on the Company’s website at https://investors.truststamp.ai/sec-filings/.

About Trust Stamp

Trust Stamp, is a global provider of AI-powered identity services for use in multiple sectors, including banking and finance, regulatory compliance, government, real estate, communications, and humanitarian services. Its technology empowers organizations with advanced biometric identity solutions that reduce fraud, protect personal data privacy, increase operational efficiency, and reach a broader base of users worldwide through its unique data transformation and comparison capabilities.

Located in nine countries across North America, Europe, Asia, and Africa, Trust Stamp trades on the Nasdaq Capital Market (Nasdaq: IDAI). The company was founded in 2016 by Gareth Genner and Andrew Gowasack.

Safe Harbor Statement: Caution ConcerningForward-Looking Remarks

All statementsin this release that are not based on historical fact are “forward-looking statements” including within the meaning of thePrivate Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933, as amended, and Section21E of the Securities Exchange Act of 1934, as amended. The information in this announcement may contain forward-looking statementsand information related to, among other things, the company, its business plan and strategy, and its industry. These statements reflectmanagement’s current views with respect to future events-based information currently available and are subject to risks and uncertaintiesthat could cause the company’s actual results to differ materially from those contained in the forward-looking statements. Investorsare cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made.The company does not undertake any obligation to revise or update these forward-looking statements to reflect events or circumstancesafter such date or to reflect the occurrence of unanticipated events.

Trust Stamp Email: Shareholders@truststamp.ai
Gareth Genner, Chief Executive Officer
Investor Relations Tel: +1 212-671-1021
Crescendo Communications Email: idai@crescendo-ir.com