T Stamp Inc 10-K for FY2025
T Stamp Inc (IDAI)
10-K
2026-03-31
For: 2025-12-31
View Original
Added on
April 11, 2026
About this 10-K
T Stamp Inc filed this 10-K on March 31, 2026, covering the fiscal year ended December 31, 2025 (FY2025).
Headline figures
Fiscal year ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $3.14M
- up 1.9% from $3.08M a year earlier
- Net loss
- $8.33M
- compared with a net loss of $12.54M a year earlier
- Diluted EPS
- -$2.67
- compared with -$11.36 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
For the fiscal year ended December 31 , 2025
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, 2025, 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 $5,164,124 (2,017,236 at a closing price per share of $2.56 on June 30, 2025). As of March 30, 2026, there were 5,285,008 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 year, 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 and releasing sales staff that did not meet their targets
•Adding senior business development advisors in Ghana, Nigeria, Kenya and Malta primarily compensated based on revenue received
•Developing joint ventures with proven industry partners with access to target markets
•Increasing focus on the cryptocurrency market (especially Stablecoins) and developing products designed to meet specific needs and opportunities in that sector
•Updating services offered via the Orchestration Layer platform in response to market feedback
•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.StableKey (or “Stable IT2”) which is a revolutionary 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.
•Strengthening our international 3rd party cybersecurity and data handling certifications including NCSC Cyber Essentials Plus, certified by The IASME Consortium Ltd, SOC2 certification, and D-Seal approval (the world’s first certification that includes not just data and AI model 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.
•Participating in the K-Startup Grand Challenge 2025, South Korea’s premier acceleration program for innovative foreign startups. Backed by the Ministry of SMEs and Startups, the program supports high-potential global
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technology companies in establishing a presence in South Korea and expanding across the broader Asia-Pacific region.
•Establishing go-to-market partnerships in Nigeria and Ghana
•Participation in the Trust Valley program in the Geneva region of Switzerland
•Participation in the Founders Arena wealth management program
Markets
Trust Stamp has evaluated the market potential for its services across several verticals. (Note - none of the reports, articles, and/or data sources referenced below were commissioned by the Company, and none of them are incorporated by reference).
Data Security and Fraud
•In 2024 alone, numerous large-scale cybersecurity incidents resulted in the exposure of billions of personal records worldwide, including the so-called “Mother of All Breaches” involving over 26 billion records aggregated from multiple prior breaches, a breach of National Public Data affecting approximately 2.9 billion records including Social Security numbers, and significant compromises at major organizations such as Dell (49 million customer records), Twilio (33 million phone numbers), and Roll20 (15 million accounts). The U.S. healthcare sector alone reported 14 breaches each affecting over one million individuals, impacting an estimated 238 million residents, while other notable incidents included data exfiltration from Kadokawa/Niconico in Japan, a 1.2-terabyte leak of Disney internal communications, and widespread mobile app exposures affecting over 1.7 billion users. These breaches underscore persistent systemic vulnerabilities across industries and geographies, with material legal, operational, and reputational risks.
•In 2024, global losses from payment card fraud alone reached approximately $33.8 billion, according to the Nilson Report, surpassing the previous year’s figures and driven by escalating card‑not‑present and e‑commerce fraud. In the broader digital payments sphere, including ACH, digital wallets, BNPL, and e‑commerce, the Merchant Risk Council estimates merchants lose about 3.2 % of annual e‑commerce revenue to fraud, while Juniper Research forecasts online payment fraud losses totaling $362 billion globally by 2028, encompassing all payment channels. Furthermore, McKinsey projects $400 billion in cumulative card fraud losses over the next ten years, with authorized push payment fraud growing at an 11 % CAGR through 2027. Taken together, these figures underscore a mounting global financial liability from payment fraud that is poised to climb steadily unless countered by effective prevention strategies.
In March 2026, we announced the completion of two strategic transactions intended to expand our capabilities in cybersecurity, risk, compliance, and related trust and security solutions. Effective February 26, 2026, we acquired 100% of the outstanding share capital of Lexverify Ltd, and effective March 9, 2026, we subscribed for a 50% ownership interest in Cyberfish CyberPsychology Solutions Ltd.
We believe these transactions strengthen our position in the data security and fraud market by adding complementary technologies and domain expertise. Lexverify brings experience in risk, compliance, and privacy-related solutions, including applications involving large language models, while Cyberfish contributes expertise in crisis simulation and business disruption scenario training. We believe the combination of these capabilities with our existing AI-powered trust, identity, and security solutions may create opportunities for product development, enhanced client offerings, and cross-selling across industries with significant security, compliance, and operational resilience needs.
Both Lexverify and Cyberfish participated in accelerator programs associated with the UK National Cyber Security Centre, and we believe these relationships reflect the relevance of their technologies to cybersecurity resilience. We also expect these transactions to enhance our leadership resources and support our broader strategic growth initiatives.
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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 $250.4 billion in the year 2024, and is projected to reach $506 billion by 2030 according to the 2025 report titled “Microfinance - Global Market Trajectory & Analytics” published by Global Industry Analysts, Inc. To accelerate our work in this market, the Company joined the Mastercard Lighthouse MASSIV program in Spring 2025 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. Based on the priorities of the current administration and express funding provision in the 2026 appropriations bill, the Company and its partner are actively communicating with the government on opportunities to implement the Company’s technology for identified and funded needs but no substantive progress is anticipated until there is an approved appropriations bill for the Department of Homeland Security.
Stablecoins and other Cryptocurrencies
•As of mid-2025, the total stablecoin market capitalization sits around $170 billion, with sources varying between $160B and $200B depending on which coins are included. Tether (USDT) still dominates the pack, with other major players like USDC, BUSD, and DAI following behind. Analysts project the market cap of stablecoins to double to around $300–400 billion by 2030, driven by incremental adoption in payments and DeFi. Predicting this growth, the Company invested in developing and patenting technologies that it believes to be important assets to participate in the stablecoin and other cryptocurrency markets, including a patent related to embedding identity data in the metadata of cryptographic tokens and the trademark “StableKey”. The Company anticipates cryptocurrencies playing a growing role in its customer base in parallel to, and in some cases involving, its traditional financial services customers.
The Company announced a biometrically secured proprietary non-custodial software wallet in December 2025 which will be able to function as both a wallet directly managing access credentials for digital assets and as a “wallet of wallets”. The wallet will be offered directly to end-users and financial institutions. At the end of December 2025, our R&D team delivered an Minimum Viable Product ("MVP") of our Stablecoin-focused Wallet of Wallets (“WoWTM”) and we signed an LOI with a fellow Nasdaq company for a first deployment. During January 2026, our Director of Innovation relocated to Switzerland to participate in the Trust Valley program and identify opportunities in Switzerland for our StableKey technology and WoW. Final design of the WoW wallet awaits clarity regarding the in-flux legislation related to the ability of stablecoins to pay interest or similar returns. While our WoW product has not yet been taken to market, it offers advanced capabilities and utilizes proven proprietary technologies. Therefore, we believe that if we establish product-market fit, the economic potential could be substantial.
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Healthcare Technology
We believe the healthcare sector represents a significant opportunity for the application of our identity authentication and privacy protection technologies. Healthcare providers, pharmacies, and related service organizations increasingly require secure, privacy-conscious methods to verify identity, protect sensitive personal information, and support digital workflows across patient onboarding, records access, and service delivery.
We have for several years recognized the potential of our technology in healthcare-related use cases, and during 2025 we advanced these efforts from exploration toward commercial implementation. We currently have a revenue generating commercial implementation with a Malta-based company that also operates in Dubai. In addition, we are in advanced negotiations to deploy our technology for an international pharmacy and primary care group in the European Union and MENA region and are in discussions with a well established EU hospital group regarding a tele-medicine partnership in Africa.
We believe our capabilities are well suited to healthcare environments, where organizations must balance security, regulatory compliance, user accessibility, and protection of highly sensitive data. Our technology may help healthcare-sector customers enhance trust in digital interactions while reducing the need to expose or retain unnecessary personal information. While our healthcare initiatives are still developing, we believe this sector may become an increasingly important component of our commercial growth strategy.
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. 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 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 pe 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 participated in financial inclusion projects in Africa for a number of years through Mastercard’s previous 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 and we are in serious and extended dialogue with four countries as well as our work with Africa’s largest provider of mobile telecommunications services.
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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 and have established go-to-market focused agreements with partners in Nigeria and Ghana.
Our multi-year investment in the African market has progressed from market cultivation to revenue generation. In January 2026, we received our first purchase order for the use of our Irreversibly Transformed Identity Token (“IT2”) from an African telecommunications company situated across a dozen African and Middle Eastern markets and serving hundreds of millions of subscribers. The initial purchase order is for the IT2 in a specific market but based upon our customer’s communications, we anticipate both the geographic scope and product range expanding in 2026. We are also in discussion with another major telecoms provider in Africa for similar services and are making progress towards an agreement. Based on these two engagements and market discovery, we will be actively pursuing similar telecoms opportunities in other African countries and elsewhere.
In parallel, our first African nation-state project continues to progress albeit at a slower pace than we would hope. We anticipate announcing specific revenue commitments in the third quarter of 2026.
During January 2026, at their request, we worked with the office of the Vice President of Nigeria and various federal and local government ministries to arrange for a Trust Stamp team to visit Nigeria for two weeks during February 2026 to identify areas of government operations where our technology can be implemented. We believe the visit was very successful in building potential partnerships at a Federal and Regional level in Nigeria, and significant PR regarding this potential was generated by the Nigerian government and published online. Individual project discussions are now ongoing between our Company and the various federal and local government ministries that we met with on this trip.
United Kingdom
With our growing team in the UK, we have started to identify banking sector opportunities there and will be pursuing those opportunities going forward. We are also engaging with the fast accelerating UK age-verification market that is (largely unsuccessfully) seeking to comply with new government mandates. To this end, on March 9, 2026, the Company (through its wholly-owned subsidiary, Trust Stamp Malta Limited) agreed to subscribe for fifty percent (50%) of the authorized share capital of CyberFish CyberPsychology Solutions Ltd, a private company incorporated in England and Wales that is a graduate of the UK National Cybersecurity Center’s startup program (“CyberFish”). On the same date, the Company (through Trust Stamp Malta Limited) entered into a Consulting Agreement with CyberFish. Under the Consulting Agreement, CyberFish agreed to provide consulting services relating to market development in the United Kingdom, including market entry and expansion strategy, business development, partnership identification, and related services.
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.
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The Lexverify acquisition immediately added capability for LLM-powered compliance monitoring of communications and documents, and the Cyberfish investment provides us with risk-scenario products that we regard as having significant and immediate potential for our existing customer base and others. Together, the two transactions provide us with the expertise to build unique scenarios to train LLM, together with other LLM based products that will be announced during 2026.
Products Under Development
We have continued rapid investment in the development of technologies to rebut the growing dangers of AI-powered attacks. We are currently in production-testing of new tools to combat both Injection and Generative Adversarial Network Attacks and we plan to submit our newest innovations for third-party certification in Q2 2026. We believe that this sustained investment in intellectual property differentiates us from many larger competitors that are farming legacy technology
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
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 budgets 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.
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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 tokenized 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. Over 2024 and 2025, our team size was rationalized to maximize the impact of investable dollars. As of December 31, 2025, the Company had 4 full-time and 1 part-time team members that work out of the United States, 24 full-time members that work out of Malta, 13 full-time team members in Poland and Central Europe, 2 full-time and 1 part-time team members in the United Kingdom, 14 full-time team members and 1 part-time team members working in the Philippines, 12 full-time team members working in Rwanda, 2 full-time team members in Denmark, and 1 full-time team member working in India. In addition, our permanent team is augmented by long-term contractors and as needed by contract development and other staff on a 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. 10Clouds is considered a related party due to being the Company's third party contractor for software development and investor in the Company. In addition, we also utilize SourceFit, a company in the Philippines, for PEO services, representing approximately 3% of our operating expenses during the year ended December 31, 2025. Amazon Web Services provides cloud hosting and processing services, representing approximately 10% of our operating expenses during the year ended December 31, 2025.
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-code implementation (“the Orchestration Layer”). The Orchestration Layer has been successful in attracting interested customers with over one hundred (100) 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 the fourth quarter of 2024 and the first quarter of 2025, the Company invested in the modification of the modules to meet the broader range of needs and preferences identified by the enrolled institutions. The Company is now seeing a growth in transaction volumes and is focused on maintaining and accelerating that growth.
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Historically, the Company generated most of its income through two long-term partnerships, comprising a relationship with an S&P 500 bank and a relationship with Mastercard International (“Mastercard”) with the Mastercard partnership diminishing in significance over and post 2024 as Mastercard’s market focus changed.
Effective July 1, 2025, the Company's agreement with the S&P 500 bank was extended to May 31, 2031, subject to either party having the right to terminate for cause and a right for the customer to cancel for convenience on giving 6 months' notice.
Under the terms of the extension, the Company receives a guaranteed minimum income stream for services, together with hosting and other fees and reimbursement of expenses incurred, which are subject to agreed markups of 10% or 20%. Minimum billing for services in the 1st year of the renewal is set at $154,000 per month with annual CPI-related increases. Under the arrangement, total minimum monthly billings will exceed $215,000 per month, subject also to CPI-related increases. The difference between both figures is the inclusion of third-party vendor fees billed to the customer. Based on the strength of the relationship and current and anticipated service needs, the Company anticipates actual billings exceeding contractual minimums.
In March 2019, the Company entered into a technology services agreement with Mastercard International (the "TSA”). Under the TSA, IT2 technology was being implemented by Mastercard for Humanitarian & Development purposes as an element of its Community Pass and Inclusive Identity offerings in developing economies. Based on a changing market focus by Mastercard, effective December 31, 2024, the limited exclusivity for development-related purposes granted to Mastercard expired and the software schedule and associated services terminated on February 6, 2026. The expiry permitted the Company to commence working directly with governments in developing countries and also engage with international NGO that had previously worked with Mastercard.
In 2022, the Company expanded its key customer base to include an investment from and a relationship with FIS, a relationship-focused upon the implementation of our Orchestration Layer 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 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, 2025, 97 financial institutions, representing over $350 billion in aggregate assets, had been onboarded through FIS. As of the same date, 110 customers (including both FIS and non-FIS customers) had been onboarded to the Orchestration Layer, including those that have fully implemented the platform and those currently undergoing implementation.
The first (non-FIS) client onboarded to the Orchestration Layer in the third quarter of 2022 has generated $576 thousand of revenue for the Company to date, including $151 thousand during the year ended December 31, 2025.
Overall Orchestration Layer transaction volumes increased by approximately 20% over 2025 with a circa 200% increase in FIS-related transactions, but the rate of implementation and transaction volumes are far lower than we consider satisfactory and the channel structure in place does not provide us with adequate opportunities to work with the individual institutions and accelerate implementation. To address this we have budgeted for additional sales support staff and for participation in industry events where we can directly engage with the enrolled institutions. We will be carefully monitoring and reporting on progress throughout 2026.
On February 20, 2025, the Company executed a Master Technology Service Agreement ("MTSA") (effective January 1, 2025) with QID Technologies LLC (“QID”) to provide technical services as agreed from time to time and documented by statements of work. The MTSA provided for an initial minimum payment of $100,000 per calendar month, with the budgeted payment thereafter not to exceed $300,000 per month without mutual agreement. The MTSA will remain in effect for one year and will be renewed automatically for successive one-year periods, until it is terminated. Either Party may terminate for convenience by giving notice of non-renewal no less than 90 days’ before the expiry of each one-year term. The Company owns a 10% equity interest in QID but is not involved in its management. Reaching the maximum monthly revenue of $300,000 would require QID ramping up its customer-facing activities, a process that is not controlled by the Company. QID is currently a finalist in an RFP for a major project that would utilize our technology, but at this
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time, the ramp-up process has taken longer than anticipated, and despite assurances by QID’s majority owner as to their ongoing commitment to the enterprise, there is no certainty as to the speed at which the services will be delivered and consequently the billing levels in a given month.
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 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)
•Artificial Intelligence Act (EU AI Act)
•Nigeria Data Protection Act 2023
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
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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 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.
EU AI Act
The EU AI Act establishes a unified regulatory framework for the deployment and use of AI across member states of the EU, including standardized rules for bringing AI systems to market. It adopts a risk-based approach, classifying AI systems by their potential impact and imposing corresponding obligations, including bans on harmful uses, strict requirements for high-risk systems, and transparency obligations for potentially misleading applications.
The EU AI Act is designed to be adaptable to future AI developments and places a strong emphasis on ethical considerations. It also distinguishes between single-purpose AI systems and general-purpose AI models, recognizing that the latter may pose broader systemic risks. As a result, general-purpose AI is subject to additional rules on market entry, governance, and oversight to ensure accountability and maintain public trust.
Nigeria Data Protection Act of 2023
The Nigeria Data Protection Act of 2023 has been enacted to safeguard the fundamental rights and freedoms, and the interests of data subjects, as guaranteed under the Constitution of the Federal Republic of Nigeria. Among other things, the objectives of this act include: the protection of personal information; establishment the Nigeria Data Protection Commission for the regulation of the processing of personal information; promotion of data processing practices that safeguard the security of personal data and privacy of data subjects; protection of data subjects' rights, and provision of means of recourse and remedies, in the event of the breach of the data subjects' rights; and strengthening the legal foundations of the national digital economy and guarantee the participation of Nigeria in the regional and global economies.
Intellectual Property
Patents
A summary of the Company’s issued patents and pending patent applications on March 31, 2026 is provided in the table below.
| Matter No. | Application/ Patent No. | Filing/ Issue Date | Title | Priority Information | Status | ||||||||||||
306057-401083 | 24863768.8 EP | 03/05/2026 N/A | MULTI-FACTOR AUTHENTICATION USING TAMPER-RESISTANT BAND AND BIOMETRIC DATA | National Stage of PCT/US2024/045801 | PENDING | ||||||||||||
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| Matter No. | Application/ Patent No. | Filing/ Issue Date | Title | Priority Information | Status | ||||||||||||
| 306057-401082 | 63/977,538 N/A | 02/06/2026 N/A | IRREVERSIBLE BIOMETRIC TOKENIZATION FOR PRIVACY-PRESERVING IDENTIFICATION SYSTEMS AND METHODS | - | PENDING Non-Provisional Conversion Deadline: 02/06/2027 | ||||||||||||
| 306057-401038 | 18/828,671 N/A | 09/09/2024 N/A | MULTI-FACTOR AUTHENTICATION USING TAMPER-RESISTANT BAND AND BIOMETRIC DATA | Continuation of PCT/US2024/045801; 63/581,409 | PENDING Issue Fee Payment Due: 06/18/2026 | ||||||||||||
| 306057-401028 | 17/849,196 N/A | 06/24/2022 N/A | SYSTEMS AND METHODS FOR PASSIVE-SUBJECT LIVENESS VERIFICATION IN DIGITAL MEDIA | 16/855,606 | PENDING Response to Non-Final Office Action due: 04/08/2026 (extendible through 07/08/2026) | ||||||||||||
| 306057-401032 | 18/164,090 N/A | 02/03/2023 N/A | METAPRESENCE SYSTEMS AND PROCESSES FOR USING SAME | 63/327,821 | PENDING Response to Non-Final Office Action filed: 01/15/2026 | ||||||||||||
| 306057-401060 | 18/831,645 N/A | 06/23/2025 N/A | SYSTEMS AND METHODS FOR DETECTING INJECTION ATTACKS IN REMOTE IDENTITY PROOFING | 63/662,575 | PENDING Response to Notice to File Corrected Application Papers filed: 10/28/2025 | ||||||||||||
| 306057-401077 | 19/434,528 N/A | 12/29/2025 N/A | SYSTEMS AND PROCESSES FOR MULTIFACTOR AUTHENTICATION AND IDENTIFICATION | Divisional of 18/145,470 | PENDING Awaiting Examination | ||||||||||||
| 306057-401061 | 19/268,664 N/A | 07/14/2025 N/A | SYSTEMS, METHODS, AND PROTOCOLS FOR ZERO KNOWLEDGE PROOF USER AUTHENTICATION | 63/670,476 | PENDING Awaiting Examination | ||||||||||||
| 306057-401056 | 19/195,751 N/A | 05/01/2025 N/A | INTEROPERABLE BIOMETRIC REPRESENTATION | Continuation of 17/725,978 | PENDING Awaiting Examination | ||||||||||||
| 306057-401041 | 18/987,822 N/A | 12/19/2024 N/A | SYSTEMS AND PROCESSES FOR DIGITAL IDENTITY AUTHENTICATION VIA LOSSLESS FUZZY EXTRACTORS | 63/611,799; 63/562,521 | PENDING Awaiting Examination | ||||||||||||
| 306057-401039 | 18/808,852 N/A | 08/19/2024 N/A | SEMI-SUPERVISED OR UNSUPERVISED SYSTEMS AND METHODS FOR BIOMETRIC PERSON RECOGNITION | 63/520,388 | PENDING Awaiting Examination | ||||||||||||
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| Matter No. | Application/ Patent No. | Filing/ Issue Date | Title | Priority Information | Status | ||||||||||||
| 306057-401005 | 16/406,978 11,496,315 | 05/08/2019 11/08/2022 | SYSTEMS AND METHODS FOR ENHANCED HASH TRANSFORMS | 62/668,610 | ISSUED 1st Maintenance Fee due: 05/08/2026 | ||||||||||||
| 306057-401029 | 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 1st Maintenance Fee due: 12/21/2026 | ||||||||||||
| 306057-401015 | 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 1st Maintenance Fee due: 01/25/2027 | ||||||||||||
| 306057-401020 | 17/401,508 11,729,158 | 08/13/2021 08/15/2023 | SYSTEMS AND METHODS FOR IDENTITY VERIFICATION VIA THIRD PARTY ACCOUNTS | 62/486,210 | ISSUED 1st Maintenance Fee due: 02/15/2027 | ||||||||||||
| 306057-401027 | 17/702,366 11,741,263 | 03/23/2022 08/29/2023 | SYSTEMS AND PROCESSES FOR LOSSY BIOMETRIC REPRESENTATIONS | 16/841,269 | ISSUED 1st Maintenance Fee due: 02/28/2027 | ||||||||||||
| 306057-401026 | 17/702,361 11,861,043 | 03/23/2022 01/02/2024 | SYSTEMS AND PROCESSES FOR LOSSY BIOMETRIC REPRESENTATIONS | 16/841,269 | ISSUED 1st Maintenance Fee due: 07/02/2027 | ||||||||||||
| 306057-401025 | 17/702,355 11,886,618 | 03/23/2022 01/30/2024 | SYSTEMS AND PROCESSES FOR LOSSY BIOMETRIC REPRESENTATIONS | 16/841,269 | ISSUED 1st Maintenance Fee due: 07/30/2027 | ||||||||||||
| 306057-401030 | 17/956,190 11,936,790 | 09/29/2022 03/19/2024 | SYSTEMS AND METHODS FOR ENHANCED HASH TRANSFORMS | Continuation of 16/406,978 | ISSUED 1st Maintenance Fee due: 09/19/2027 | ||||||||||||
| 306057-401017 | 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 1st Maintenance Fee due: 10/23/2027 | ||||||||||||
| 306057-401002 | 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 2nd Maintenance Fee due: 10/28/2027 | ||||||||||||
| 306057-401019 | 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 1st Maintenance Fee due: 10/30/2027 | ||||||||||||
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| Matter No. | Application/ Patent No. | Filing/ Issue Date | Title | Priority Information | Status | ||||||||||||
| 306057-401022 | 17/719,975 12,079,371 | 04/13/2022 09/03/2024 | PERSONALLY IDENTIFIABLE INFORMATION ENCODER | 63/174,405 | ISSUED 1st Maintenance Fee due: 03/03/2028 | ||||||||||||
| 306057-401003 | 15/342,994 10,924,473 | 11/03/2016 02/16/2021 | TRUST STAMP | 62/253,538 | ISSUED 2nd Maintenance Fee due: 08/16/2028 | ||||||||||||
| 306057-401023 | 17/725,978 12,315,294 | 04/21/2022 05/27/2025 | INTEROPERABLE BIOMETRIC REPRESENTATION | 63/177,494 | ISSUED 1st Maintenance Fee due: 11/27/2028 | ||||||||||||
| 306057-401031 | 18/063,372 12,353,530 | 12/08/2022 07/08/2025 | SHAPE OVERLAY FOR PROOF OF LIVENESS | 63/287,276 | ISSUED 1st Maintenance Fee due: 01/08/2029 | ||||||||||||
| 306057-401004 | 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 2nd Maintenance Fee due: 02/17/2029 | ||||||||||||
| 306057-401007 | 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 2nd Maintenance Fee due: 02/17/2029 | ||||||||||||
| 306057-401021 | 18/145,470 12,513,160 | 12/22/2022 12/30/2025 | SYSTEMS AND PROCESSES FOR MULTIFACTOR AUTHENTICATION AND IDENTIFICATION | Continuation-in-Part of 17/230,684 | ISSUED 1st Maintenance Fee due: 07/02/2029 | ||||||||||||
| 306057-401010 | 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 2nd Maintenance Fee due: 08/08/2029 | ||||||||||||
| 306057-401009 | 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 2nd Maintenance Fee due: 09/01/2029 | ||||||||||||
| 306057-401011 | 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 2nd Maintenance Fee due: 09/01/2029 | ||||||||||||
| 306057-401012 | 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 2nd Maintenance Fee due: 09/01/2029 | ||||||||||||
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| Matter No. | Application/ Patent No. | Filing/ Issue Date | Title | Priority Information | Status | ||||||||||||
| 306057-401013 | 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 2nd Maintenance Fee due: 09/01/2029 | ||||||||||||
| 306057-401006 | 16/403,093 11,288,530 | 05/03/2019 03/29/2022 | SYSTEMS AND METHODS FOR LIVENESS-VERIFIED IDENTITY AUTHENTICATION | 62/667,130 | ISSUED 2nd Maintenance Fee due: 09/29/2029 | ||||||||||||
| 306057-401008 | 16/841,269 11,301,586 | 04/06/2020 04/12/2022 | SYSTEMS AND PROCESSES FOR LOSSY BIOMETRIC REPRESENTATIONS | 62/829,825 | ISSUED 2nd Maintenance Fee due: 10/12/2029 | ||||||||||||
| 306057-401014 | 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 2nd Maintenance Fee due: 12/28/2029 | ||||||||||||
Trademarks
The following is a summary of Trust Stamp’s issued and pending Trademarks as of March 31, 2026.
| Serial / Registration Number | Filing Date | Trademark | Country | Status | |||||||||||||||||||
| 99/630,298 | 2/3/2026 | WOW | US | PENDING | |||||||||||||||||||
| 99/098,939 | 3/23/2025 | STABLE KEY | US | PENDING Response to Office Action Due: 06/12/2026 | |||||||||||||||||||
| 99/052,989 N/A | 2/24/2025 | STABLE BIOMETRICS | US | PENDING Statement of use due: 08/24/2026 | |||||||||||||||||||
| 97/613,025 N/A | 09/29/2022 N/A | ALTERNATIVES TO DETENTION | US | PENDING Statement of Use due: 04/17/2026 | |||||||||||||||||||
97/892,087 N/A | 04/17/2023 N/A | TRUSTED CHAT | US | PENDING Statement of Use due: 04/17/2026 | |||||||||||||||||||
97/894,011 N/A | 04/18/2023 N/A |  | US | PENDING Statement of Use due: 04/17/2026 | |||||||||||||||||||
| 88/256,534 6,103,860 | 01/10/2019 09/26/2019 | 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 | |||||||||||||||||||
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| 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 | |||||||||||||||||||
| 87/411,586 5,329,048 | 04/14/2017 11/07/2017 | TRUST STAMP | US | REGISTERED Section 8&15 Renewal due: 11/07/2027 | |||||||||||||||||||
| 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 Section 8&15 Renewal due: 01/24/2029 | |||||||||||||||||||
| 97/276,205 7,503,036 | 02/21/2022 09/10/2024 | PRIVTECH CERTIFIED | US | REGISTERED Section 8&15 Renewal due: 09/10/2030 | |||||||||||||||||||
| 98/379,747 7,608,235 | 01/29/2024 12/17/2024 | THE PRIVACY-FIRST IDENTITY COMPANY | US | REGISTERED Section 8&15 Renewal due: 12/17/2030 | |||||||||||||||||||
| 87/852,642 5,932,877 | 03/27/2018 12/10/2019 | TRUSTED MAIL | US | REGISTERED Instructions to Abandon received 12/06/2025 | |||||||||||||||||||
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The Company added 3 patents during the year ended December 31, 2025 increasing our total patents issued to 26 as of December 31, 2025. Patents issued during the year ended December 31, 2025 include:
•On May 27, 2025, the Company received Notice of Issuance for a patent that is a continuation of “Interoperable Biometric Representation.” This patent covers systems and methods for securely authenticating users by combining multiple authentication factors, including biometric and cryptographic techniques, to verify identity and enable secure access to digital services. The invention is designed to enhance the protection of sensitive authentication data while improving the reliability of identity verification.
•On July 8, 2025, the Company received Notice of Issuance for a patent that is a continuation of “Shape Overlay For Proof of Liveness.” This patent relates to systems and methods for generating and managing secure digital identity credentials using biometric and cryptographic techniques to authenticate individuals across digital platforms. The technology is designed to enable reliable identity verification while protecting sensitive personal data from unauthorized access or misuse.
•On December 30, 2025, the Company received Notice of Issuance for a patent entitled “Systems and Processes For Multifactor Authentication and Identification.” This patent relates to systems and methods for generating and managing privacy-preserving biometric identity tokens that enable individuals to be authenticated without exposing or storing the underlying biometric data. The technology is designed to support secure identity verification across digital systems while reducing the risk of misuse or compromise of sensitive personal information.
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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 as of March 30, 2026
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.
Lexverify Ltd. Trust Stamp completed the acquisition of 100% of the issued and outstanding share capital of Lexverify Ltd., a private limited company incorporated in England and Wales, on February 27, 2026. Lexverify participated in the UK
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National Cyber Security Center accelerator that is designed to identify and support technologies with significant potential to strengthen national and international cybersecurity resilience. Trust Stamp believes this acquisition provides new expertise in the training and use of large language models as well as providing an additional access point to the UK market for the Company.
Cyberfish CyberPsychology Solutions Ltd. Trust Stamp Malta limited acquired 50% of CyberFish CyberPsychology Solutions Ltd, a private company incorporated in England and Wales, on March 9, 2026. Along with Trust Stamp and Lexverify, Cyberfish participated in the UK National Cyber Security Center accelerator. Trust Stamp director, Berta Pappenheim, will continue to serve as CEO of Cyberfish.
Non-Operational Subsidiaries
Stable Key, LLC. Trust Stamp established Stable Key, LLC as a North Carolina entity as of May 15, 2025, as a wholly owned subsidiary in Durham, North Carolina. Stable Key focuses on blockchain technology and cryptocurrency wallets as well as decentralized identity technology that are compliant with GENIUS Act and US and North Carolina banking regulations. In furtherance of that goal, Trust Stamp applied to the North Carolina Innovation Council to sandbox decentralized KYC, but was provided authorization to build this type of technology without a sandbox requirement. As of the date of this report, this entity has no operations.
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.
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, 2025 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.
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.
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.
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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.
•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 two 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, 2025. 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 not yet generated profits. 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, 2025, we incurred a net loss of $8.33 million, compared to a net loss of $12.54 million for the fiscal year ended December 31, 2024. 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.
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Our consolidated financial statements for the fiscal year ended December 31, 2025 have been prepared on a going concern basis. We have not yet generated profits and have an accumulated deficit of $69.78 million as of December 31, 2025. 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.
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 personally identifiable information (“PII”), that is owned or controlled by ourselves or our customers, and other parties. We communicate sensitive 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, 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 regulations 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)
•General Data Protection Regulation (GDPR)
•Artificial Intelligence Act (AI Act)
•UK General Data Protection Regulation (UK GDPR)
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
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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, 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 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 2026 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;
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•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 offerings. 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 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
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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 two 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 two 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.
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. As of March 30, 2026, seven directors and four executive officers provide leadership to Trust Stamp. Two 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.
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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 Malta. The translation from any currencies to United States Dollars for financial statement presentation resulted in a foreign currency loss of $2 thousand for the year ended December 31, 2025, and $5 thousand loss for the year ended December 31, 2024. 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 as there is currently no intention to settle intercompany accounts in the foreseeable future. The translation from any currencies to United States Dollars for financial statement presentation resulted in Accumulated other comprehensive income of $11 thousand as of December 31, 2025, and $181 thousand as of December 31, 2024. 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 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.
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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 consolidated 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 consolidated 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 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.
Item 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
Risk Management and Strategy
We review cybersecurity risk as part of our overall System and Organization Controls ("SOC 2") 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 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.
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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 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 Denmark, Rwanda, and Japan 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.
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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, 2025 and 2024, 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 30, 2026, there were approximately 2,713 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$2.32 per share on March 30, 2026.
The number of shares of our Class A Common Stock that are freely tradable as of March 30, 2026 was 5,005,243.
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, 2025 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) | |||||||||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||||||||
2025 Section 4(a)(2) | Maxim Group LLC | 10/31/2025 | 2,511,044 | Warrants exercisable for Class A Common Stock | $0 (issued for no additional consideration in the Private Placement) (7) | N/A | 01/08/2025 | |||||||||||||||||||||||||||||||||||||
| 2026 Section 4(a)(2) and/or Regulation S | N/A | 02/27/2026 | 157,508 | Class A Common Stock | $0 (issued in exchange for 100% of Lexverify) (8) | N/A | 02/27/2026 | |||||||||||||||||||||||||||||||||||||
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*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) On October 31, 2025, 95,494 common stock purchase warrants to purchase shares of Class A Common Stock of the Company at a price of $4.8195 per warrant were repriced to $4.20 and exercised for total proceeds of $401,075. The warrants to purchase the remaining 95,493 shares of the Company’s Class A Common Stock for $4.8195 per warrant remain outstanding as of the date of this report.
(5) On October 31, 2025, the warrants to purchase the 370,370 and 277,778 shares of Class A Common Stock (for a total of 648,148 shares) were exchanged for new warrants.
(6) On October 31, 2025, 414,202 and 207,101 common stock purchase warrants to purchase shares of Class A Common Stock of the Company at a price of $8.45 per warrant were repriced to $4.20 and exercised for total proceeds of $1,739,648 and $869,824, respectively.
(7) The warrants to purchase the 1,301,945 and 1,209,099 shares of Class A Common Stock remain outstanding as of the date of this report.
(8) The aggregate purchase price for the acquisition of Lexverify Ltd. is payable entirely in shares of the Company’s Class A Common Stock, par value $0.01 per share, with the number of shares. The purchase price was structured in four tranches, consisting of: (i) an initial tranche equal to twenty-five percent (25%) of the purchase price (the “Completion Consideration”) to be issued on or within one business day following the Closing Date, and (ii) the remaining seventy-five percent (75%) of the purchase price (the “Deferred Consideration”) to be issued in three equal tranches on the dates that are 90, 180, and 270 days after the Closing Date, respectively, subject to the terms of the Securities Purchase Agreement governing this transaction. On the Closing Date, the Company issued 157,508 shares of Common Stock to the stockholders of Lexverify in satisfaction of the Completion Consideration. On the Closing Date, the Company issued 39,377 shares of Common Stock to the the stockholders of Lexverify in satisfaction of the Completion Consideration. As of March 30, 2026, the shares of Common Stock to satisfy the Deferred Consideration remain to be issued by the Company to the stockholders of Lexverify.
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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 Cyber Essentials, certified by The IASME Consortium Ltd, to our 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, two of which were consummated in February and March 2026 when our Company acquired Lexverify and Cyberfish.
Recent Developments
Resignation of Board Director and Appointment of New Board Director
On March 6, 2026, the Board of Directors accepted the resignation of Andrew Scott Francis as a Director of the Company to allow him to have a greater focus on serving as the newly appointed CEO of the Company’s African operations. This was documented as part of a unanimous written consent by the Board of Directors, including Mr. Francis. Mr. Francis will continue to serve in his position as Chief Technology Officer of the Company, as well as continue to attend meetings of the Board of Directors in a non-voting, ex officio advisor capacity.
Concurrently, on March 6, 2026, the Board of Directors of the Company, after receiving a recommendation from the Nomination and Corporate Governance Committee, elected David Curmi to the Company’s Board of Directors as a “Class III” member. Mr. Curmi will also serve as a member of the Compensation Committee of the Board of Directors.
The Company offered a Letter of Appointment to Mr. Curmi that was executed on March 21, 2026. The foregoing description of the Letter of Appointment is intended to be a summary, and is qualified by reference to the full text of the Letter of Appointment filed as an exhibit to this Annual Report on Form 10-K.
CyberFish CyberPsychology Solutions Ltd Share Purchase Agreement, Shareholders Agreement, and Consulting Agreement
On March 9, 2026, Trust Stamp Malta Limited, a wholly-owned subsidiary of the Company, entered into a Share Purchase Agreement (the “SPA”) with CyberFish CyberPsychology Solutions Ltd, a private company incorporated in England and Wales (“CyberFish”). Pursuant to the SPA, Trust Stamp Malta Limited agreed to subscribe to fifty percent (50%) of the authorized share capital of CyberFish in exchange for £190,000 (the “Total Consideration”), consisting of (i) a cash payment of €30,000 payable to Malta Enterprise on behalf of CyberFish and (ii) a cash payment of £30,000 payable to CyberFish (together, the “Cash Consideration”) and (iii) non-cash consideration with an agreed value equal to the remaining balance of the Total Consideration following deduction of the Cash Consideration, comprising the provision of software development, engineering, and related technical services by Trust Stamp Malta Limited and/or other Company group entities. Malta Enterprise is a Maltese national development agency that previously provided CyberFish a start-up loan, which is partly being repaid as part of this transaction.
On March 9, 2026, the SPA closed, and Trust Stamp Malta Limited acquired 50% of CyberFish in exchange for the consideration described above. The non-cash consideration became effective as of the closing date and was not a condition to the closing of the SPA.
Berta Pappenheim, a member of the Company’s Board of Directors, is the CEO, co-founder, and a director of CyberFish – and prior to the closing of the SPA, she owned 100% of CyberFish. Ms Pappenheim is no longer regarded as an independent director of the Company.
Also on the March 9, 2026, in connection with the closing of the SPA, and to govern the parties’ ongoing relationship as shareholders of CyberFish, Trust Stamp Malta Limited entered into a Shareholders Agreement (the “Shareholders Agreement”) with (i) Berta Pappenheim and (ii) CyberFish. The Shareholders Agreement contains provisions governing, among other things, the governance and management of CyberFish, board composition and voting, shareholder consent matters, information and reporting rights, financing expectations, and transfer restrictions with respect to shares of CyberFish.
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Also on March 9, 2026, Trust Stamp Malta Limited entered into a Consulting Agreement (the “Consulting Agreement”) with CyberFish. Under the Consulting Agreement, CyberFish agreed to provide consulting services relating to market development in the United Kingdom, including market entry and expansion strategy, business development, partnership identification, and related services. CyberFish designated Berta Pappenheim as key personnel to perform the services on its behalf. The Consulting Agreement contemplates that the services will be performed for an average of three (3) days per week over a rolling six-week period. In consideration for the services, Trust Stamp Malta Limited will pay CyberFish fees of £65,000 per year, payable in twelve equal monthly installments. Either party may terminate the Consulting Agreement upon 30 days’ prior written notice, and Trust Stamp Malta Limited may terminate the Consulting Agreement immediately upon certain events, including material breach, breach of confidentiality, certain legal or compliance impediments, or misconduct or gross negligence, in each case as provided in the Consulting Agreement. The Consulting Agreement includes customary confidentiality provisions and provides that intellectual property created pursuant to or in connection with the services will vest exclusively in Trust Stamp Malta Limited, subject to the terms of the Consulting Agreement.
The foregoing descriptions of the SPA, Shareholders Agreement, and Consulting Agreement are intended to be summaries, and are qualified by reference to the full text of these agreements filed as exhibits to this Annual Report on Form 10-K.
Acquisition of Lexverify Ltd.
On February 27, 2026 (the “Closing Date”), the Company completed the acquisition of one hundred percent (100%) of the issued and outstanding share capital of Lexverify Ltd., a private limited company incorporated in England and Wales (“Lexverify”) pursuant to a share purchase agreement dated February 27, 2026 (the “SPA”) by and among the Company and the shareholders of Lexverify (each, a “Seller” and collectively, the “Sellers”). While limited in size, the Company believes this acquisition provides new expertise in the training and use of large language models as well as providing an additional access point to the UK market for the Company.
The aggregate purchase price for the acquisition (the “Purchase Price”) is payable entirely in shares of the Company’s Class A Common Stock, par value $0.01 per share (the “Common Stock”), with the number of shares determined based on the closing price of the Company’s Common Stock on Nasdaq on the Closing Date. The Purchase Price was structured in four tranches, consisting of: (i) an initial tranche equal to twenty-five percent (25%) of the Purchase Price (the “Completion Consideration”) to be issued on or within one business day following the Closing Date, and (ii) the remaining seventy-five percent (75%) of the Purchase Price (the “Deferred Consideration”) to be issued in three equal tranches on the dates that are 90, 180, and 270 days after the Closing Date, respectively, subject to the terms of the SPA. On the Closing Date, the Company issued shares of Common Stock to the Sellers in satisfaction of the Completion Consideration. As of the date of this Annual Report, shares of Common Stock remain to be issued by the Company to the Sellers to satisfy the Deferred Consideration.
If the Company fails to timely issue any portion of the consideration when due under the SPA, the Company is required to pay interest on the overdue amount at a rate of four percent (4%) per annum above London Interbank Offered Rate ("LIBOR").
Pursuant to the SPA, the Company may withhold issuance of Deferred Consideration in connection with a warranty claim asserted by the Company under the SPA and may set off amounts owed by any of the Sellers against such Seller’s Deferred Consideration, in each case subject to the terms and conditions set forth in the SPA.
If a change of control of the Company occurs prior to the issuance of 100% of the Deferred Consideration, then, subject to the terms of the SPA, the Company is required to issue the remaining Deferred Consideration to the Sellers prior to such change of control.
The SPA contains customary representations, warranties, covenants, confidentiality provisions, and limitations on liability. In addition, certain Sellers who were employees, officers, or directors of Lexverify as of the Closing Date agreed for a period of twelve (12) months following the Closing Date, subject to the terms of the SPA, not to compete with Lexverify’s business as conducted at Completion and not to solicit certain customers, clients, employees, or consultants of Lexverify.
Additionally, pursuant to the SPA, the Company agreed to approve the continuing employment of Lexverify’s employees on substantially similar compensation and benefit terms to comparable team members of the Company, including equity participation opportunities.
The foregoing description of the SPA is intended to be a summary, and is qualified by reference to the full text of the SPA, filed as an exhibit to this Annual Report on Form 10-K.
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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) interest expense, (4) interest income, (5) stock-based compensation, (6) change in fair value of warrant liabilities (7) impairment of assets, (8) depreciation, and (9) 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 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.
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Reconciliation of Net Loss to Adjusted EBITDA
| For the year ended December 31, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Net loss before taxes and equity method investment | $ | (8,077,259) | $ | (10,597,348) | ||||||||||
| Add: Other expense | 1,922 | 1,527,520 | ||||||||||||
| Less: Other income | (87,448) | (805,876) | ||||||||||||
| Add: Interest expense, net | 146,312 | 509,784 | ||||||||||||
| Add: Stock-based compensation | 1,102,145 | 1,315,923 | ||||||||||||
| Add: Change in fair value of warrant liability | 3,574 | (1,497) | ||||||||||||
| Add: Impairment loss of assets | 375,859 | 27,590 | ||||||||||||
| Add: Depreciation and amortization | 767,074 | 729,400 | ||||||||||||
Adjusted EBITDA loss (non-GAAP) | $ | (5,767,821) | $ | (7,294,504) | ||||||||||
Adjusted EBITDA loss (non-GAAP) for the year ended December 31, 2025, decreased by 20.93%, to $5.77 million from $7.29 million for the year ended December 31, 2024. During the year ended December 31, 2025, the Company had a decrease of $2.05 million in Selling, general, and administrative expenses when comparing the year ended December 31, 2025 to the year ended December 31, 2024. This decrease in Selling, general and administrative expenses was primarily driven by a reduction of $1.68 million in salaries and compensation, including stock-based compensation, which decreased by 25.93% from the year ended December 31, 2024. The salaries and compensation expenses decreased due to reductions in sales teams and the departure of certain members of the Company's management. Furthermore, the Company executed a new amendment with our S&P 500 bank customer that was effective as of July 1, 2025 and extends services through May 31, 2031 with minimum gross revenue exceeding $12.7 million over the balance of the contract term. The new contract amendment drove a $666 thousand increase in revenue during the year ended December 31, 2025. The Company also executed a new Statement of Work effective on January 1, 2025 under the Master Technology Services Agreement between the Company (through its subsidiary, Trust Stamp Malta Ltd.) and QID. The new Statement of Work with QID provides for service fees payable to the Company of a minimum $100,000 per month during the first six months, and up to $300,000 per month thereafter. In accordance with ASC 606 guidance, the Company recognized $600 thousand in Net Revenue from the Statement of Work with QID during the year ended December 31, 2025. The gains in Net revenue during the year ended December 31, 2025 were partially offset by the non-exclusive software license issued to QID during the year ended December 31, 2024 that resulted in the recognition of $1.00 million in Net revenue.
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 was an increase of $705 thousand during the year ended December 31, 2024. 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.
Components of Results of Operations
Net revenue
We derive our revenue primarily from professional services, although our business model continues transitioning to focus on recurring Software-as-a-Service ("SaaS") revenue streams.
Historically, the Company generated most of its income through long-term partnerships, comprising a relationship with an S&P 500 bank customer and a relationship with Mastercard International (“Mastercard”). Effective July 1, 2025, the Company's agreement with our S&P 500 bank customer was extended to May 31, 2031, subject to either party having the right to terminate for cause and a right for the customer to cancel for convenience on giving six months' notice. Under the terms of the extension, the Company receives a guaranteed minimum income stream for services, together with hosting and
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other fees and reimbursement of expenses incurred, which are subject to agreed markups of 10% or 20%. Minimum billing for services in the 1st year of the renewal is set at $154,000 per month with annual CPI-related increases. Under the arrangement, total minimum monthly billings will exceed $215,000 per month, subject to CPI-related increases. Based on the strength of the relationship and anticipated service needs, the Company anticipates annual billings exceeding the agreed minimum.
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. The Company recognized $600 thousand in revenues from this agreement for the year ended December 31, 2025.
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.
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, 2025, Cost of services increased in absolute dollars primarily as a result of increased service requests by our S&P 500 bank customer. We expect the margin will continue to improve until it stabilizes over time.
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, 2025, we continued to invest in internal personnel to support our research and development efforts. As a result, research and development expenses increased in absolute dollars.
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 paid or accrued for promissory notes payable. The Company earned interest income in the form of interest on employee stock loans.
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Other income
Other income is mainly driven by miscellaneous income earned that is unrelated to the main focus of the Company’s business operations including the gain or loss on sale of assets.
Other expense
Other expense is mainly driven by miscellaneous expenses unrelated to the Company's primary business operations.
Results of Operations
The following table summarizes our consolidated statements of operations for the years ended December 31, 2025 and 2024.
| For the years ended December 31, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
Net revenue (includes related party revenue of $600,391 and $1,000,000 during the years ended December 31, 2025 and 2024, respectively) | $ | 3,139,488 | $ | 3,082,348 | ||||||||||
| Operating expenses: | ||||||||||||||
| Cost of services (exclusive of depreciation and amortization shown separately below) | 1,385,196 | 1,067,450 | ||||||||||||
| Research and development | 2,173,222 | 2,139,727 | ||||||||||||
| Selling, general, and administrative | 6,474,437 | 8,513,188 | ||||||||||||
| Depreciation and amortization | 767,074 | 729,400 | ||||||||||||
| Total operating expenses | 10,799,929 | 12,449,765 | ||||||||||||
| Operating loss | (7,660,441) | (9,367,417) | ||||||||||||
| Non-Operating Income (Expense): | ||||||||||||||
| Interest expense, net | (146,312) | (509,784) | ||||||||||||
| Change in fair value of warrant liability | 3,574 | 1,497 | ||||||||||||
| Other income | 87,448 | 805,876 | ||||||||||||
| Other expense | (361,528) | (1,527,520) | ||||||||||||
| Total other income (expense), net | (416,818) | (1,229,931) | ||||||||||||
| Net loss before taxes and equity method investment | (8,077,259) | (10,597,348) | ||||||||||||
| Income tax expense | (13,775) | (7,806) | ||||||||||||
| Net loss from equity method investment, related party | (75,030) | — | ||||||||||||
| Loss on extinguishment of debt | (159,035) | — | ||||||||||||
| Net loss | (8,325,099) | (10,605,154) | ||||||||||||
| Deemed dividend | — | (1,939,439) | ||||||||||||
| Net loss before non-controlling interest | (8,325,099) | (12,544,593) | ||||||||||||
| Net loss attributable to non-controlling interest | — | — | ||||||||||||
| Net loss attributable to T Stamp Inc. | $ | (8,325,099) | $ | (12,544,593) | ||||||||||
| Basic and diluted net loss per share attributable to T Stamp Inc. | $ | (2.67) | $ | (11.36) | ||||||||||
| Weighted-average shares used to compute basic and diluted net loss per share adjusted retroactively for reverse stock splits, see Note 1 | 3,112,440 | 1,104,225 | ||||||||||||
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Comparison of the Years Ended December 31, 2025 and 2024
Net revenue
| For the years ended December 31, | |||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||
| Net revenue | $ | 3,139,488 | $ | 3,082,348 | $ | 57,140 | 1.85 | % | |||||||||||||||
During the year ended December 31, 2025, Net revenue increased to $3.14 million, or an 1.85% increase from Net revenue of $3.08 million for the year ended December 31, 2024. During the year ended December 31, 2025, the $3.14 million in Net revenue consisted of $2.02 million from an S&P bank, $600 thousand license fee from QID under the license and assignment agreement between the Company and QID, $151 thousand from Triton, $141 thousand from FIS, $137 thousand from Mastercard, $69 thousand from ID Dataweb, Inc and various other customers for the remaining $20 thousand.
During the year ended December 31, 2025 the increase in Net revenue was primarily attributable to the contract amendment with our S&P 500 bank customer executed on July 1, 2025. The amendment extended the term of the existing agreement until May 31, 2031, with minimum gross revenue exceeding $12.7 million. It provides for changes to the fee structure as well as a new feature development and platform updates. This development resulted in an increase of $666 thousand during the year ended December 31, 2025 when compared to the year ended December 31, 2024.
The Company also had an increase of $62 thousand in Net revenue during the year ended December 31, 2025 as a result of expanded scope of services provided to ID Dataweb, Inc. beyond the original agreement, which was limited to driving license verification. Additional functionalities delivered under a separate statement of work included support for passport and military identification verification, as part of its broader initiative to expand coverage beyond the initial scope.
The Company also had an increase in the number of financial institutions enrolled with the Orchestration Layer increased Net revenue by $52 thousand during the year ended December 31, 2025 when compared to the year ended December 31, 2024. 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 110 enterprise customers on the Orchestration Layer platform, including 97 financial institutions, as of December 31, 2025.
During the year ended December 31, 2025, the Company recognized revenue from services performed under a Statement of Work executed pursuant to the Master Technology Services Agreement ("MTSA") with QID, which became effective on January 1, 2025. The Company provided services to QID of $100 thousand per month from January 2025 - June 2025 which was the maximum allowed under the agreement. Starting in July 2025, the agreement allows for billing up to $300 thousand per month thereafter, which the Company did not reach during the year ended December 31, 2025 due to delays in customer implementation. Revenue is recognized in accordance with ASC 606 using the cost incurred input method, which aligns revenue recognition with the proportion of costs incurred relative to total expected costs for the contract. For the year ended December 31, 2025, the Company recognized $600 thousand under this agreement. As the MTSA was not in effect, no revenue was recognized during the year ended December 31, 2024.
Separately from the MTSA, the Company recognized a $1.0 million license fee during the year ended December 31, 2024, under a license and assignment agreement between the Company and QID. This revenue represented a one-time item and did not recur in the year ended December 31, 2025.
The increases to Net revenue were partially offset by an amendment to the Mastercard agreement executed in February 2025 that reduced fixed monthly license fees. As a result, during the year ended December 31, 2025, the Company recognized $348 thousand for software license fees and -$211 thousand for other services, meanwhile, during the year ended December 31, 2024 the Company recognized $345 thousand for software license fees and $79 thousand for other services.
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Cost of services
| For the years ended December 31, | |||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||
| Cost of services | 1,385,196 | 1,067,450 | $ | 317,746 | 29.77 | % | |||||||||||||||||
Cost of services (“COS”) increased by $318 thousand or 29.77% for the year ended December 31, 2025, compared to the year ended December 31, 2024. The primary driver of the increase in COS during the year ended December 31, 2025 compared to the year ended December 31, 2024 was due to $93 thousand increase in usage of driver license validations under our existing contract with the S&P 500 bank. The Company also had an increase of $88 thousand due to an increase in web services costs resulting from increased third party vendor expenses. Additionally, there was an increase of $75 thousand in internal developer COS allocations as a result of work completed for the QID Master Services Agreement.
Moreover, more development hours were charged directly to COS for the year ended December 31, 2025 when compared to the year ended December 31, 2024 resulting in an increase of $44 thousand in COS. This was mainly due to less work being requested from one of our major customers.
Research and development
| For the years ended December 31, | |||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||
| Research and development | 2,173,222 | 2,139,727 | $ | 33,495 | 1.57 | % | |||||||||||||||||
Research and development (“R&D”) expenses increased by $33 thousand, or 1.57% for the year ended December 31, 2025, compared to the year ended December 31, 2024. The increase in R&D expense was primarily driven by an increase of $87 thousand in stock-based compensation allocation during the year ended December 31, 2025 compared to the year ended December 31, 2024 due to an increase in the Company's stock price in the award date fair value of employee stock-based compensation on the award date, an increase in the Company's stock price.
Another increase of $16 thousand was noted in R&D expense during the year ended December 31, 2025 primarily due to higher personnel-related costs associated with the expansion of the Company’s development team and annual merit adjustments.
The increases in R&D expense were partially offset by decreases in R&D expenses during the year ended December 31, 2025 primarily driven by a $69 thousand decrease in outsourced software development with 10Clouds as the Company transitioned this work internally resulting in cost savings as internal work is more cost effective. Comparatively, outsourced development costs decreased by 62% when comparing the year ended December 31, 2025 to the year ended December 31, 2024.
Selling, general, and administrative
| For the years ended December 31, | |||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||
| Selling, general, and administrative | 6,474,437 | 8,513,188 | $ | (2,038,751) | (23.95) | % | |||||||||||||||||
Selling, general, and administrative expense (“SG&A”) decreased by $2.04 million, or 23.95%, for the year ended December 31, 2025, compared to the year ended December 31, 2024. The decrease in SG&A expense was driven by a $1.68 million decrease in salaries, stock-based compensation, payroll costs, and sales commissions during the year ended December 31, 2025, compared to the year ended December 31, 2024. The $1.68 million decrease includes a $324 thousand reduction in stock-based compensation awards during the year ended December 31, 2025. The decrease in salaries, stock-based compensation, payroll costs, and sales commissions is a result of reductions to the sales team, from 9 team members employed during the year ended December 31, 2024 to no team members during the year ended December 31, 2025. In addition, the EVP of Mergers and Acquisitions left the Company in December 2024 and was not subsequently replaced and the CFO role was vacated in January 2025 and filled internally leaving a vacant role that was not subsequently replaced.
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The Company also had a $237 thousand decrease in legal and professional fees primarily attributable to the cessation of consulting services previously provided by a third-party vendor during the year ended December 31, 2025. The Company also had a decrease of $155 thousand in travel costs attributable to the reduction in employees during the year ended December 31, 2025. Additionally, there were decreases in various other expenses amounting to $116 thousand attributable to marketing, taxes, rent, dues and subscription, IT services, and other operating expenses during the year ended December 31, 2025 compared to the year ended December 31, 2024.
The decreases in SG&A were partially offset by increases for other operating expenses including accounting and audit fees amounting to $141 thousand during the year ended December 31, 2025.
Depreciation and amortization
| For the years ended December 31, | |||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||
| Depreciation and amortization | 767,074 | 729,400 | $ | 37,674 | 5.17 | % | |||||||||||||||||
Depreciation and amortization (“D&A”) increased by $38 thousand, or 5.17% for the year ended December 31, 2025, compared to the year ended December 31, 2024. The primary driver for the increase in D&A is due to an increase of $47 thousand in software amortization when comparing the year ended December 31, 2025 to the year ended December 31, 2024, brought about by the increase in Capitalized internal-use software of noted as of December 31, 2025.
These increases were partially offset by a $7 thousand decrease in D&A expense related to the disposal and sale of office furniture in the Malta office which occurred during the year ended December 31, 2025.
Operating loss
| For the years ended December 31, | |||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||
| Operating loss | (7,660,441) | (9,367,417) | $ | 1,706,976 | (18.22) | % | |||||||||||||||||
The Company’s Operating loss decreased by $1.71 million or 18.22% for the year ended December 31, 2025 compared to the year ended December 31, 2024. The decrease in Operating loss was mainly related to substantial decrease in SG&A expense and an increase in Net revenue.
Interest expense, net
| For the years ended December 31, | |||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||
| Interest expense, net | (146,312) | (509,784) | $ | 363,472 | (71.30) | % | |||||||||||||||||
Interest expense, net decreased by $363 thousand, or 71.30% for the year ended December 31, 2025, compared to the year ended December 31, 2024. The decrease in interest expense is primarily due to a decrease of $372 thousand as a result of the Company entering into two subordinated business loans and security agreements during the year ended December 31, 2024. Both loans were fully settled by December 31, 2025.
There was also a decrease of $28 thousand when comparing the year ended December 31, 2025 to the year ended December 31, 2024 due to lower Interest expense accrued for payroll tax obligations during the year ended December 31, 2024, driven by lower overall compensation during the year ended December 31, 2025 compared to the year ended December 31, 2024. Additionally, the Company had a $14 thousand decrease during the year ended December 31, 2025 as a result of the Malta loan interest rate decreasing from 6.5% for the year ended December 31, 2024 to 5.15% for the year ended December 31, 2025.
The decrease in Interest expense was partially offset by the Company's entry into a note purchase agreement with Streeterville Capital, LLC on July 1, 2025. The note carried an original issue discount, legal fees, and accrued interest at nine percent (9%) per annum. The Company recorded interest expense of $52 thousand and discount amortization of $50
45
thousand during the year ended December 31, 2025. The Company repaid the outstanding principal and accrued interest of this note in full on October 1, 2025.
Change in fair value of warrant liability
| For the years ended December 31, | |||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||
| Change in fair value of warrant liability | 3,574 | 1,497 | $ | 2,077 | 138.74 | % | |||||||||||||||||
The Company recognized a gain in Change in fair value of warrant liability during the year ended December 31, 2025 of $4 thousand compared to a gain of $1 thousand during the year ended December 31, 2024. 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, | |||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||
| Other income | 87,448 | 805,876 | $ | (718,428) | (89.15) | % | |||||||||||||||||
Other income decreased by $718 thousand for the year ended December 31, 2025, compared to the year ended December 31, 2024. 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 during the year ended December 31, 2024 was $705 thousand. In addition, there was a $187 thousand gain recorded during the year ended December 31, 2024 from a settlement of a mobile hardware bill. The Company negotiated for a lower payment in the settlement resulting in the gain during the year ended December 31, 2024. There was no such gain or impairment during the year ended December 31, 2025.
The decreases were partially offset by an increase of $87 thousand related to the recognition of grant income from two separate Malta grants during the year ended December 31, 2025.
Other expense
| For the years ended December 31, | |||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||
| Other expense | (361,528) | (1,527,520) | $ | 1,165,992 | (76.33) | % | |||||||||||||||||
Other expense decreased by $1.17 million for the year ended December 31, 2025, compared to the year ended December 31, 2024. During the year ended December 31, 2025, the Company recorded $360 thousand to Other expense for impairment of the Boumarang prepaid warrant and common stock investment as a result of a change in fair value identified by qualitative assessment. Other expenses during the year ended December 31, 2024 were significantly higher due to the Company incurring $1.17 million 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 during the year ended December 31, 2024 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. The Company incurred $2 thousand and $711 in unrealized loss on foreign currency translation expense for the year ended December 31, 2025 and 2024, respectively, for intercompany transactions between the parent company, T Stamp Inc., and its subsidiaries.
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Liquidity and Capital Resources
As of December 31, 2025, the Company had approximately $6.04 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, 2025 of $8.33 million, Net operating cash outflows of $5.69 million for the same period, and an accumulated deficit of $69.78 million as of December 31, 2025. During the year ended December 31, 2025, 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 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 twelve (12) months in order to fund its operations unless it receives additional revenue from sales in progress but not currently booked. The Company also anticipates it may need to raise capital from equity and/or debt financings beyond the next 12 months to fund its operations.
As of December 31, 2025, the Company had no current loans payable. For more information see Note 2 to the consolidated financial statements provided under Item 8 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, 2025 of $8.33 million, Net operating cash outflows of $5.69 million for the same period, and an Accumulated deficit of $69.78 million as of December 31, 2025.
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.
Cash Flows
The following table summarizes our cash flows for the year ended December 31, 2025 and 2024:
| For the years ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Net cash flows from operating activities | $ | (5,685,150) | $ | (8,919,422) | |||||||
| Net cash flows from investing activities | $ | (929,478) | $ | (906,671) | |||||||
| Net cash flows from financing activities | $ | 9,893,005 | $ | 9,492,022 | |||||||
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Operating Activities
Net cash flows used in operating activities decreased by 36.26% from $8.92 million during the year ended December 31, 2024, compared to $5.69 million during the year ended December 31, 2025. Of the $8.33 million Net loss for the year ended December 31, 2025, there were various cash and non-cash adjustments that were added back or deducted to the Net loss to arrive at $5.69 million cash used for operating activities for the year ended December 31, 2025.
Those adjustments included the add back of $971 thousand related to stock-based compensation. There was a $345 thousand decrease in stock-based compensation during the year ended December 31, 2025 when compared to the year ended December 31, 2024. Another add back of $900 thousand is included for note receivable payments received from a license agreement with QID entered into on November 12, 2024. Additionally, there is an add back of $767 thousand for non-cash depreciation and amortization, $139 thousand in non-cash lease expense, $111 thousand in non-cash interest expense, 10.00% of QID's net loss or $75 thousand recorded as a Change in value of an equity method investment, $30 thousand for prepaid expenses, as well as, $51 thousand for amortization of the debt discount for the Secured Promissory Note entered into on July 1, 2025 and fully repaid as of December 31, 2025.
The add backs were offset by reductions in certain cash and noncash adjustments including $647 thousand for cash received on accounts receivable, including related party receivable, $136 thousand from operating lease liabilities, $86 thousand in deferred revenue primarily due to the recognition of revenue from a grant agreement between the Company, government of Malta, and the University of Malta during the year ended December 31, 2025, and $74 thousand from the decrease in accruals.
Investing Activities
Net cash used in investing activities during the year ended December 31, 2025 was $929 thousand, compared to net cash of $907 thousand used in the year ended December 31, 2024. Cash used in investing activities during the year ended December 31, 2025 related primarily to continued investments in technologies intended to be capitalized and monetized over time, as well as, an increase in purchases of equipment used during the year ended December 31, 2025.
Financing Activities
During the year ended December 31, 2025, Net cash flows from financing activities was $9.89 million, compared to Net cash flows from financing activities of $9.49 million for the year ended December 31, 2025. During the year ended December 31, 2025, the Company raised net proceeds of $3.21 million on January 6, 2025 and $4.02 million on October 31, 2025, respectively, from two separate securities purchase agreements with an institutional investor for the issuance of Class A Common Stock, pre-funded warrants, and common stock warrants. The Company also successfully raised funds under the Equity Distribution Agreement with Maxim Group LLC (pursuant to which the Company may offer and sell, from time to time, through Maxim, as sales agent or principal up to $6,196,000 worth of its shares of Common Stock) totaling $6.01 million in net proceeds.
On July 1, 2025, the Company entered into a Note Purchase Agreement pursuant to a Secured Promissory Note in the principal amount of $2.21 million including an original issue discount of $200 thousand and $10 thousand for legal fees incurred in connection with the purchase and sale of the note. The note has been fully repaid as of December 31, 2025. In addition, on January 10, 2025, the Company repaid the Sentilink secured promissory note payable in full including the principal balance of $3.00 million and interest of $69 thousand.
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 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 6. Reserved
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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.
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Item 8. Financial Statements and Supplementary Data
T STAMP INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
| Page | |||||
Report of Independent Registered Public Accounting Firm (CBIZ CPAs P.C, ID: 199) | F-2 | ||||
Report of Independent Registered Public Accounting Firm (Marcum LLP, ID: 688) | F-3 | ||||
F-4 | |||||
F-5 | |||||
F-6 | |||||
F-7 | |||||
F-8 | |||||
F-10 | |||||
F-1
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors of
T Stamp, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of T Stamp, Inc. (the “Company”) as of December 31, 2025, the related consolidated statements of operations, comprehensive loss, stockholders’ equity and cash flows for the year ended December 31, 2025 and the related notes (collectively referred to as the “financial statements”). In our opinion, based on our audit, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and the results of its operations and its cash flows for the year ended December 31, 2025, 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 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 financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the 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 audit 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 audit included performing procedures to assess the risks of material misstatement of the 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 financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/ CBIZ CPAs P.C.
CBIZ CPAs P.C
We have served as the Company’s auditor since 2022 (such date takes into account the acquisition of the attest business of Marcum LLP by CBIZ CPAs P.C. effective November 1, 2024).
March 31, 2026
F-2
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors of
T Stamp, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of T Stamp Inc. (the “Company”) as of December 31, 2024, the related consolidated statements of operations, comprehensive loss, stockholders’ equity and cash flows for the year ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year 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 financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the 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 audit 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 audit included performing procedures to assess the risks of material misstatement of the 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 financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides 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
Marcum LLP
We have served as the Company’s auditor from 2022 to 2025.
March 31, 2025
F-3
T STAMP INC.
CONSOLIDATED BALANCE SHEETS
| As of December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| ASSETS | |||||||||||
| Current Assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Accounts receivable, net (includes related party receivables of $ | |||||||||||
| Note receivable, related party | |||||||||||
| 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 | |||||||||||
Investments (includes related party investment of $ | |||||||||||
| 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 (includes accrued interest of $ | |||||||||||
| Short-term operating lease 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 $ | |||||||||||
| 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 | $ | $ | |||||||||
(*) Adjusted retroactively for reverse stock splits, see Note 1.
The accompanying notes to the consolidated financial statements are an integral part of these statements.
F-4
T STAMP INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
| For the years ended December 31, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
Net revenue (includes related party revenue of $ | $ | $ | ||||||||||||
| 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 and equity method investment | ( | ( | ||||||||||||
| Income tax expense | ( | ( | ||||||||||||
| Net loss from equity method investment, related party | ( | |||||||||||||
| Loss on extinguishment of debt | ( | |||||||||||||
| 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* | ||||||||||||||
(*) Adjusted retroactively for reverse stock splits, see Note 1.
The accompanying notes to the consolidated financial statements are an integral part of these statements.
F-5
T STAMP INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
| For the years ended December 31, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| 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-6
T STAMP INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
| Common Stock | Additional Paid-In Capital | Treasury Stock | Accumulated Other Comprehensive Income | Accumulated Deficit | Non-controlling Interest | Total | |||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, January 1, 2024* | $ | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
| 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* | $ | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock in relation to vested restricted stock units and grants and forfeited common stock shares to satisfy taxes | ( | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock, prefunded warrants, and common stock warrants, net of fees | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Reverse stock split rounding* | ( | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Currency translation adjustment | — | — | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Net Loss | — | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
(*) Adjusted retroactively for reverse stock splits, see Note 1.
The accompanying notes to the consolidated financial statements are an integral part of these statements.
F-7
T STAMP INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the years ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| 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: | |||||||||||
| Change in value of equity method investment, related party | |||||||||||
| Depreciation and amortization | |||||||||||
| Amortization of debt discount | |||||||||||
| Stock-based compensation | |||||||||||
| Change in fair value of warrant liability | ( | ( | |||||||||
| Impairment on investment | |||||||||||
| Impairment on intangible assets | |||||||||||
| Impairment of capitalized internal-use software | |||||||||||
| Non-cash interest | |||||||||||
| Non-cash lease expense | |||||||||||
| Non-cash loss on extingusihment of debt | |||||||||||
| 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 | ( | ||||||||||
| Note receivable, related party | ( | ||||||||||
| 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: | |||||||||||
| Capitalized internally developed software costs | ( | ( | |||||||||
| Patent application costs | ( | ( | |||||||||
| Purchases of property and equipment | ( | ( | |||||||||
| Investment | ( | ||||||||||
| 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 | |||||||||||
| Principal payments on loans | ( | ( | |||||||||
| Proceeds from loans | |||||||||||
| Forfeited common stock shares to satisfy taxes | ( | ( | |||||||||
| Payment to terminate common stock warrant agreement | ( | ||||||||||
| Proceeds from exercise of warrants to common stock | |||||||||||
| 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-8
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: | |||||||||||
| Debt discount in connection with loan payable | $ | $ | |||||||||
| Non-cash contributions to equity method investment | $ | $ | |||||||||
| 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 financing activities for deemed dividend related to inducement transactions | $ | $ | |||||||||
| Equity issued for professional services | $ | $ | |||||||||
The accompanying notes to the consolidated financial statements are an integral part of these statements.
F-9
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, blockchain, 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 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, 2025 of $8.33 million, negative Net operating cash outflows of $5.69 million for the same period, positive working capital of $6.52 million and an Accumulated deficit of $69.78 million as of December 31, 2025.
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.
F-10
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, 2025 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.
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, 2025 and 2024, the Company had $5.45 million and $2.16 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.
Two customers represented 85.34 % or 46.93 % and 38.41 %, of the balance of total Accounts receivable as of December 31, 2025 and one customer represented 78.50 %, of the balance of total Accounts receivable as of December 31, 2024. 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, 2025 and 2024, the Company had not experienced any significant losses on its Accounts receivable.
During the year ended December 31, 2025, the Company sold to primarily two customers which made up approximately 83.48 % of total Net revenue, and consisted of 64.36 % and 19.12 % from an S&P 500 Bank and QID, respectively.
F-11
Additionally, 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.
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, 2025, the Company had gross receivables of $950 thousand and an allowance for credit losses of $11 thousand. As of December 31, 2024, the Company had gross receivables of $344 thousand and $11 thousand allowance for credit losses. As of December 31, 2025 and 2024, Accounts receivable includes no unbilled receivables.
Accounts receivable balances, net, were $938 thousand, $333 thousand, and $686 thousand as of December 31, 2025, December 31, 2024, and January 1, 2024, respectively.
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.
F-12
As of December 31, 2025, the Company determined that $7 thousand of Capitalized internal-use software was impaired. The impaired Capitalized internal-use software was expensed to during the year ended December 31, 2025. As of December 31, 2024, the Company determined that $25 thousand of Capitalized internal-use software and $2 thousand of Intangible assets was impaired. The impaired Capitalized internal-use software was expensed to during the year ended December 31, 2024.
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 judgment 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 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, 2025.
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.
F-13
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 estimates the standalone selling price at an amount that results in the allocation of the 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.
F-14
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, 2025 and 2024, 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, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Professional services (over time) | $ | $ | ||||||||||||
| License fees (over time) | ||||||||||||||
| License fees (one time) | ||||||||||||||
| Total Revenue | $ | $ | ||||||||||||
The Company’s Net revenues are primarily generated in the United States. Net revenues earned that were United States based were $3.12 million and $3.08 million for the years ended December 31, 2025 and 2024, respectively, while non-United States based revenues earned were $17 thousand and $4 thousand, respectively.
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 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.
| Deferred revenue balance as of January 1, 2024 | $ | ||||
| Plus: Revenue deferred | |||||
| Less: Revenue recognized | ( | ||||
| Deferred revenue balance as of December 31, 2024 | |||||
| Plus: Revenue deferred | |||||
| Less: Revenue recognized | ( | ||||
| Deferred revenue balance as of December 31, 2025 | $ | ||||
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
F-15
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 $54 thousand and $60 thousand for the year ended December 31, 2025 and 2024, 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 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 year ended December 31, 2025 and 2024, respectively. The rate remained consistent over the period due to the full valuation allowance recorded in the period.
F-16
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 $219,889 and $179,778 as of December 31, 2025 and 2024, 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, 2025 and 2024.
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 2022 through 2025.
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 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.
F-17
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.
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 — On November 4, 2024, the FASB issued Update 2024-03, "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses", 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, selling, general, and administrative expenses, and research and development expenses). In January 2025, the FASB issued ASU Update 2025-01, "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)". ASU 2025-01 amends the effective date of ASU 2024-03 to clarify the effective date for public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendments in this Update should be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this Update or (2) retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statement disclosures.
In May 2025, the FASB issued ASU 2025-04, "Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606) Clarifications to Share-Based Consideration Payable to a Customer". The update is intended to reduce diversity in practice and improve existing guidance, primarily by revising the definition of a “performance condition” and eliminating a forfeiture policy election for service conditions associated with share-based consideration payable to a customer. In addition, the ASU clarifies that the guidance in ASC 606 on the variable consideration constraint does not apply to share-based consideration payable to a customer regardless of whether an award’s grant date has occurred (as determined under ASC 718). Early adoption is permitted and the amendments in this ASU are effective for fiscal years beginning after December 15, 2026, and interim periods within those fiscal years. Early adoption is permitted for all entities. The amendments in this Update permit a grantor to apply the new guidance on either a modified retrospective or a retrospective basis. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statement disclosures.
In September 2025, the FASB issued ASU 2025-06, "Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software". The update introduces targeted amendments to clarify the capitalization principles, recognition threshold, and disclosure requirements for internal-use software development costs, relocates related website development guidance from Subtopic 350-50, and enhances consistency in the application of GAAP without conforming to the software-to-be-sold model under Subtopic 985-20. ASU 2025-06 is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted as of the beginning of an annual reporting period. Entities should apply the new guidance prospectively. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statement disclosures.
In September 2025, the FASB issued ASU 2025-07, "Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606) Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract". The amendments in the update exclude from derivative accounting non-exchange traded contracts with foundations that are based on operations or activities specific to one of the parties to the contract. However, this scope exception does not apply to (1) variables based on a market rate, market price, or market index, (2) variables based on the price or performance of a financial asset or financial liability of one of the parties to the contract, (3) contracts (or features) involving the issuer’s own equity that are evaluated under the guidance in Subtopic 815-40. ASU 2025-07 is effective for annual reporting periods beginning after December 15, 2026, and interim
F-18
reporting periods within those annual reporting periods, with early adoption permitted. An entity is permitted to apply the amendments in this Update either (1) prospectively to new contracts entered into on or after the date of adoption or (2) on a modified retrospective basis through a cumulative-effect adjustment to the opening balance of retained earnings as of the beginning of the annual reporting period of adoption for contracts existing as of the beginning of the annual reporting period of adoption. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statement disclosures.
In July 2025, the FASB issued ASU 2025-05, "Financial Instruments—Credit Losses (Topic 326), Measurement of Credit Losses for Accounts Receivable and Contract Assets". The update amends ASC 326-20 to provide a practical expedient (for all entities) and an accounting policy election (available to all entities other than public business entities) related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606. The Board developed the new guidance in conjunction with the Private Company Council to address concerns from stakeholders that estimating expected credit losses can be costly and complex for such transactions. ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted. Entities should apply the new guidance prospectively. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statement disclosures.
Recently Adopted Accounting Pronouncement — 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. The Company adopted prospectively and adoption resulted in enhanced disclosures.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBA”) was enacted into law. The OBBA contains several key tax law changes, including extensions and modifications of the Tax Cuts and Jobs Act. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. In accordance with ASC 740, Income Taxes, the Company is required to recognize the effect of the tax law changes in the period of enactment. The legislative changes did not have a material impact on its consolidated financial statements or related disclosures.
2. Borrowings
Promissory Notes Payable
| As of December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| 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, 2025, the balance received was $939 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
F-19
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 has limited revenue-generating contracts and therefore, we do not believe any amounts shall be classified as current. The Malta loan interest rate decreased from 6.50 % for the year ended December 31, 2024 to 5.15 % for the year ended December 31, 2025.
Subordinated Business Loans
| December 31, 2025 | December 31, 2024 | ||||||||||
| Agile Loan - July 9, 2024 | $ | $ | |||||||||
| Agile Loan - August 29,2024 | $ | $ | |||||||||
| Interest added to Agile Loan - July 9, 2024 | $ | $ | |||||||||
| Interest added to Agile Loan - 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 ("Agile Loan - July 9, 2024") as lead lender (“Agile”) and Agile Capital Funding, LLC as collateral agent, which provides for a term loan to the Company of $454 thousand with the principal amount of $315 thousand and interest of $139 thousand. Commencing July 18, 2024, the Company is required to make weekly payments of $16 thousand until the due date, January 23, 2025. 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 subordinated secured promissory note, dated July 9, 2024, in the principal amount of $315 thousand which note is secured by all of the Borrower’s assets, including receivables.
On August 29, 2024, the Company entered into another subordinated secured promissory note with Agile Lending, LLC ("Agile Loan - August 29, 2024") as lead lender (“Agile”) and Agile Capital Funding, LLC as collateral agent, which provides for a term loan to the Company of $763 thousand with the principal amount of $530 thousand and interest of $233 thousand. 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 thousand which note is secured by all of the Borrower’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 the Agile Loan - July 9, 2024 amounted to $20 thousand, meanwhile for Agile Loan - August 29, 2024, 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, | |||||||||||
| 2025 | 2024 | ||||||||||
| SentiLink loan agreement - November 13, 2024 | $ | $ | |||||||||
| Interest added to principal | $ | ||||||||||
| Total principal and interest outstanding | |||||||||||
| Plus: accrued interest | |||||||||||
| Less: payments | ( | ||||||||||
| 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
F-20
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.
| As of December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
Streeterville Capital LLC loan agreement - July 1, 2025 | $ | $ | |||||||||
| Interest added to principal | |||||||||||
| Total principal and interest outstanding | |||||||||||
| Less: payments for principal and interest | ( | ||||||||||
| Total secured promissory note payable | $ | $ | |||||||||
3. Warrants
The following table summarizes warrant activity for the year ended December 31, 2025 and 2024:
| Warrants Outstanding | Weighted Average Exercise Price Per Share | Weighted Average Remaining Contractual Life (years) | Aggregate Intrinsic Value | ||||||||||||||||||||
| Balance as of January 1, 2025 | $ | $ | |||||||||||||||||||||
| Warrants issued | |||||||||||||||||||||||
| Warrants exercised | ( | ||||||||||||||||||||||
| Warrants canceled and forfeited | ( | ||||||||||||||||||||||
| Warrant liability variable share change | |||||||||||||||||||||||
| Balance as of December 31, 2025 | $ | ||||||||||||||||||||||
| Warrants exercisable as of December 31, 2025 | $ | ||||||||||||||||||||||
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, 2024 to December 31, 2025:
| Warrants ($) | |||||
| Balance as of January 1, 2024 | $ | ||||
| Additional warrants issued | |||||
| Change in fair value | ( | ||||
| Balance as of December 31, 2024 | |||||
| Additional warrants issued | |||||
| Change in fair value | ( | ||||
| Balance as of December 31, 2025 | $ | ||||
F-21
As of December 31, 2025, 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, 2025.
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, 2025, the warrant liability is recorded at $1 thousand which is a $4 thousand decrease, recorded to Change in fair value of warrant liability, from the balance of $5 thousand as of December 31, 2024.
| As of December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Fair value | $ | $ | |||||||||
| Exercise price | $ | $ | |||||||||
| Risk free interest rate | |||||||||||
| Expected dividend yield | % | % | |||||||||
| Expected volatility | |||||||||||
| Expected term | |||||||||||
Equity Classified Warrants
| As of December 31, | ||||||||||||||||||||
| Warrant Issuance Date | Strike Price | 2025 | 2024 | |||||||||||||||||
| November 9, 2016 | $ | |||||||||||||||||||
| September 3, 2024 | $ | |||||||||||||||||||
| September 3, 2024 | $ | |||||||||||||||||||
| September 10, 2024 | $ | |||||||||||||||||||
| December 5, 2024 | $ | |||||||||||||||||||
| December 5, 2024 | $ | |||||||||||||||||||
| October 31, 2025 | $ | |||||||||||||||||||
| October 31, 2025 | $ | |||||||||||||||||||
| 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.
F-22
The warrants to purchase the 5,342 shares of the Company’s Class A Common Stock remain outstanding as of December 31, 2025.
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 prefunded 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.
On October 31, 2025, the institutional investor exercised 95,494 warrants to purchase shares of Class A Common Stock of the Company and the warrants were repriced to $4.20 per warrant for total proceeds of $401,075 .
The warrants to purchase the remaining 95,493 shares of the Company’s Class A Common Stock remain outstanding as of December 31, 2025.
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 or November 18, 2029.
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 and the deemed dividend was recorded as of December 31, 2024 to arrive at Net loss attributable to common stockholders on the statements of operations.
On October 31, 2025, the institutional investor exercised 318,202 warrants to purchase shares of Class A Common Stock of the Company and the warrants were repriced to $4.20 per warrant for total proceeds of $1,336,448 ,
The warrants to purchase the remaining 318,202 shares of the Company’s Class A Common Stock remain outstanding as of December 31, 2025.
September 10, 2024
On September 10, 2024, the Company entered into a securities purchase agreement 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 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.
The Company agreed, at the closing of the securities purchase agreement and upon the terms and subject to the conditions set forth therein, to issue certain shares warrants to purchase 250,930 shares of Class A Common Stock, with an exercise
F-23
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, 2025.
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) Prefunded Warrants (the "December 2024 Prefunded 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 Prefunded Warrant was $8.09 .
The December 2024 SPA closed on December 5, 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 Prefunded 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 5, 2024.
Prefunded Warrants are exercisable immediately and shall expire when exercised in full. Series A Warrants are 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 are exercisable on or after the Shareholder Approval Date and have a term of exercise equal to 5 years from the Shareholder Approval Date. On October 31, 2025 the institutional investor forfeited the 370,370 December 2024 Series A Warrants and 277,778 December 2024 Series B Warrants in exchange for new Series A Warrants and Series B Warrants in the transaction discussed below.
All warrants related to this investment have been forfeited and are no longer outstanding as of December 31, 2025.
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) Prefunded Warrants (the "January 2025 Prefunded 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 Prefunded 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.
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-24
On October 31, 2025, as part of the transaction discussed below, the institutional investor exercised the remaining 414,202 January 2025 Series A Warrants and 207,101 January 2025 Series B Warrants after the exercise price was reduced to $4.20 per warrant resulting in total proceeds of $2,609,473 .
All warrants related to this investment have been exercised and are no longer outstanding as of December 31, 2025.
October 31, 2025
On October 31, 2025, the Company entered into a Warrant Exercise and Exchange Inducement Agreement (the “WEEA”) with a certain institutional investor, pursuant to which the institutional investor agreed to (i) exercise (the “Exercise”) (a) a portion of the warrants issued to the institutional investor on September 3, 2024, which were exercisable for 413,695 shares of the Company’s Class A Common Stock, par value $0.01 per share, with a current exercise price of $4.83 per share (the “September 2024 Warrants”) and (b) all of the warrants issued to the institutional investor on January 8, 2025, which were exercisable for 621,303 shares of Class A Common Stock, with a current exercise price of $8.45 per share (the “January 2025 Warrants” and collectively with the September 2024 Warrants, the “Existing Warrants”); and (ii) exchange all or a portion of the common stock purchase warrants issued to the institutional investor on December 6, 2024, which are exercisable for 648,148 shares of Class A Common Stock, with a current exercise price of $8.10 per share, (the “December 2024 Warrants”) for New Warrants.
As consideration for the Exercise, the Company agreed to modify the Existing Warrants by reducing the exercise price of, including any unexercised portion thereof, to $4.20 per share; (ii) issue to the institutional investor new unregistered warrants to purchase up to an aggregate of 2,511,044 shares of Class A Common Stock (equal to 180 % of the shares of Class A Common Stock issued in connection with the Exercise) comprised of (a) “October 2025 Series A Warrants” to purchase an aggregate of 1,301,945 shares of the Company's Class A Common Stock and “October 2025 Series B Warrants” to purchase an aggregate of 1,209,099 shares of the Company's Class A Common Stock, each with an exercise price of $4.20 648,148 of the institutional investor’s December 2024 Warrants for New Warrants to purchase up to a number of shares of Class A Common Stock equal to 100 % of the number of shares issuable upon exercise of the December 2024 Warrants with an exercise price of $4.20 per share. Before and after the transaction, the Existing Warrants and the New Warrants were both determined to be equity classified and the transaction was directly attributable to an equity offering. As such, the Company recognized approximately $2.16 million from the modification within Additional paid in capital.
The WEEA closed on November 3, 2025 resulting in the Company receiving gross proceeds of $4,346,996 which includes $2,609,473 for the exercise of the January 2025 Warrants and $1,737,523 for the exercise of the September 2024 Warrants. The Company paid fees related transaction totaling $324,290 resulting in net proceeds of $4,022,706 .
The warrants to purchase the 1,209,099 October 2025 Series A Warrants and the 1,301,945 October 2025 Series B Warrants remain outstanding as of December 31, 2025.
4. Investment
Cost Method Investments
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”).
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 sufficient number of shares at all times to
F-25
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 judgment and subjectivity.
The Company qualitatively assessed the investment for impairment in accordance with ASC 321. During the year ended December 31, 2025, the Company recorded $360 thousand to Other expense for impairment of the Boumarang prepaid warrant and common stock investment as a result of a change in fair value identified by qualitative assessment. During the year ended December 31, 2024, the Company recorded $4.38 million, respectively, 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 $100,000 subscription payment on August 6, 2024.
Equity Method Investments
QID Technologies, LLC — On November 12, 2024, the Company entered into a business arrangement with Qenta Inc. ("Qenta") under which Qenta and Trust Stamp formed a subsidiary, QID Technologies, LLC (“QID”). This arrangement is considered a related party transaction due to the common ownership. See Note 9 for details. 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 $1,000,000 license fee in the form of a promissory note, which was 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 all payments pursuant to this promissory note as of the date of this report.
Additionally, effective January 1, 2025 the Company (through its subsidiary, Trust Stamp Malta Limited) and QID entered 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 as agreed from time to time and documented by Statements of Work in return for monthly service fees capped at $3.60 million annually. On January 1, 2025, pursuant and adhering to the Master Technology Services Agreement terms and conditions, a Statement of Work was executed, pursuant to 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
F-26
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.
The Company recorded the initial investment in QID of $100,000 in “Investments” on its consolidated balance sheet. Due to the timing and availability of QID’s financial information, the Company is recording its proportionate share of losses from QID on a one quarter lag basis. QID’s summary balance sheet information as of September 30, 2025 is below:
| September 30, 2025 | |||||
| Current assets | $ | ||||
| Noncurrent assets | |||||
| Current liabilities | |||||
| Noncurrent liabilities | |||||
| Equity | $ | ||||
QID did not have a net loss during the year ended December 31, 2024 as the entity was formed on November 12, 2024. During the year ended December 31, 2025, the Company recorded 10.00 % of QID's net loss or $75 thousand. Results for QID’s operations during the nine months ended September 30, 2025 are summarized below:
For the nine months ended September 30, 2025 | |||||
Revenues | $ | ||||
Costs and expenses | |||||
Net loss | $ | ( | |||
The Company held a weighted average of 10 % of QID’s equity during the year ended December 31, 2025.
Activity recorded for the Company’s equity method investment in QID as of December 31, 2025 is summarized in the following table:
| September 30, 2025 | |||||
| Equity investment carrying amount at January 1, 2025 | $ | ||||
| Portion of operating losses recognized | ( | ||||
| Change in T Stamp Inc's basis | |||||
| Equity investment carrying amount at December 31, 2025 | $ | ||||
5. Balance Sheet Components
Notes Receivable
Notes receivable as of December 31, 2025 and 2024 consisted of the following:
| As of December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| 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 $1,000,000 license fee in the form of a promissory note, which is due and payable in three equal tranches on February 26, 2025; March 3, 2025, and April 30, 2025; and (ii) the transfer of 10 % of QID to the Company by Qenta. The Company has received $900 thousand in payments pursuant to this note as of the date of this report.
F-27
Prepaid expenses and other current assets
Prepaid expenses and other current assets as of December 31, 2025 and 2024 consisted of the following:
| As of December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Prepaid operating expenses | $ | $ | |||||||||
| Rent deposit | |||||||||||
| Value added tax receivable | |||||||||||
| Tax credit receivable (short-term) | |||||||||||
| Miscellaneous receivable | |||||||||||
| Prepaid software | |||||||||||
| Prepaid expenses and other current assets | $ | $ | |||||||||
Capitalized internal-use software, net
Capitalized internal-use software, net as of December 31, 2025 and 2024 consisted of the following:
| As of December 31, | |||||||||||||||||
| Useful Lives | 2025 | 2024 | |||||||||||||||
| 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, 2025 and December 31, 2024 totaled $609 thousand and $562 thousand, respectively.
The Company determined that as of year ended December 31, 2025 and 2024, $7 thousand and $25 thousand, respectively of Capitalized internal-use software were impaired. The impaired Capitalized internal-use software were expensed to Research and development during the year ended December 31, 2025 and 2024.
Property and equipment, net
Property and equipment, net as of December 31, 2025 and 2024 consisted of the following:
| As of December 31, | |||||||||||||||||
| Useful Lives | 2025 | 2024 | |||||||||||||||
| 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, 2025 and year ended December 31, 2024 totaled $24 thousand and $32 thousand, respectively.
F-28
Accrued expenses
Accrued expenses as of December 31, 2025 and 2024 consisted of the following:
| As of December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Compensation payable | $ | $ | |||||||||
| Commission liability | |||||||||||
| Accrued employee taxes | |||||||||||
| Accrued patent | |||||||||||
| Other accrued liabilities | |||||||||||
| Accrued expenses | $ | $ | |||||||||
6. Goodwill and Intangible Assets, Net
There were no changes in the carrying amount of Goodwill for the years ended December 31, 2025 and 2024.
Intangible assets, net as of December 31, 2025 and 2024 consisted of the following:
| As of December 31, | |||||||||||||||||
| Useful Lives | 2025 | 2024 | |||||||||||||||
| 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, 2025 and 2024, $10 thousand and $2 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, 2025.
The Company added 3 patents during the year ended December 31, 2025 bringing the total number of patents issued to 26 as of December 31, 2025.
Intangible asset amortization expense is recognized on a straight-line basis and for the year ended December 31, 2025 and 2024 totaled $134 thousand and $136 thousand, respectively.
Estimated future amortization expense of Intangible assets, net is as follows:
| Years Ending December 31, | Amount | |||||||
| 2026 | $ | |||||||
| 2027 | ||||||||
| 2028 | ||||||||
| $ | ||||||||
7. Income Taxes
Net loss before taxes consisted of the following:
F-29
| For the years ended December 31, | ||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||
| U.S. | $ | ( | $ | ( | ||||||||||||||||
| Non-U.S. | ( | ( | ||||||||||||||||||
| Net loss before taxes and equity method investment | $ | ( | $ | ( | ||||||||||||||||
The components of income tax benefit (expense) are as follows:
| For the years ended December 31, | ||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||
| 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 U.S. statutory rate to the effective income tax rate on a continuing basis is as follows for the year ended December 31, 2025, in accordance with ASU 2023-09 which was adopted prospectively:
| Fiscal Year 2025 | |||||||||||||||||
| Tax Impact | Rate Impact | ||||||||||||||||
| US Federal Statutory Rate | $ | ( | % | ||||||||||||||
| Domestic Federal | |||||||||||||||||
| Nontaxable or Nondeductible Items | |||||||||||||||||
| Stock Compensation | ( | % | |||||||||||||||
| Other | ( | % | |||||||||||||||
| Tax Credits | |||||||||||||||||
| Research and Development Tax Credits | ( | % | |||||||||||||||
| Changes in Federal Valuation Allowance | ( | % | |||||||||||||||
State Taxes, net of federal income tax effect (1) | ( | % | |||||||||||||||
| Foreign Tax Effects | |||||||||||||||||
| Malta | |||||||||||||||||
| Statutory Tax Rate Difference Between Malta and the US | ( | % | |||||||||||||||
| Nondeductible Losses | ( | % | |||||||||||||||
| Other Foreign Jurisdictions | |||||||||||||||||
| Effect of Rates Different than Statutory | ( | % | |||||||||||||||
| Foreign Net Operating Loss - PTR | ( | % | |||||||||||||||
| Changes in Foreign Valuation Allowance | ( | % | |||||||||||||||
| $ | ( | % | |||||||||||||||
F-30
(1) State taxes in New York make up the majority (greater than 50%) of the Company's state income tax expense.
A reconciliation of the U.S. statutory rate to the effective income tax rate on a continuing basis prior to the adoption of ASU 2023-09 is as follows for the years ended December 31:
| For the year ended December 31, 2024 | |||||||||||
| 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, | ||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||
| Deferred Tax Assets: | ||||||||||||||||||||
| Net operating losses | $ | $ | ||||||||||||||||||
| Section 174 | ||||||||||||||||||||
| 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.
F-31
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, 2025 and 2024, the net increase in the total valuation allowance for 2025 was $1,429,063 and the decrease for 2024 was $2,339,502 , and management has determined that based on all available evidence, a valuation allowance of $10,322,512 and $8,893,449 is appropriate at December 31, 2025 and 2024, respectively.
At December 31, 2025, the Company had Federal net operating loss carrying forwards of $25,601,610 , which have an indefinite life. At December 31, 2025, the Company had state net operating loss carry forwards of $4,718,777 . State net operating losses generated for years ending December 31, 2017 total $574,051 and will expire in 2037. Net operating losses generated beginning in 2018 total $4,144,726 and have an indefinite life. At December 31, 2025, the Company had foreign net operating loss carry forwards of $2,475,354 with an indefinite carry forward period.
The following is a tabular reconciliation of the total amounts of unrecognized tax benefits:
| For the years ended December 31, | ||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||
| 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, 2025 and December 31, 2024, are $219,899 and $179,778 respectively, of tax benefits that, if recognized, would affect the effective tax rate.
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 2025, and $0 of penalty, and in total, as of December 31, 2025 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, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| 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 | $ | ( | $ | ( | ||||||||||
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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, | |||||||||||
| 2025 | 2024 | ||||||||||
| 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 year ended December 31, 2025 and 2024, 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 year ended December 31, 2025 and 2024 included grants totaling, $119 thousand and $55 thousand, respectively, and RSUs totaling $36 thousand and $6 thousand, respectively.
In addition to issuing stock awards to advisory board members and other external advisors, during the year ended December 31, 2025 and 2024, the Company granted stock-based awards to multiple employees. The total granted stock-based awards to employees during the year ended December 31, 2025 and 2024 included grants totaling, $76 thousand and $32 thousand, respectively, options totaling $9 thousand and $6 thousand respectively and RSUs totaling $863 thousand and $1.22 million, respectively.
The following table summarizes stock option activity for the year ended December 31, 2025 and 2024:
| Options Outstanding | Weighted Average Exercise Price Per Share | Weighted Average Remaining Contractual Life (years) | Aggregate Intrinsic Value | ||||||||||||||||||||
| Balance as of January 1, 2025 | $ | $ | |||||||||||||||||||||
| Options granted | |||||||||||||||||||||||
| Options exercised | |||||||||||||||||||||||
| Options canceled and forfeited | ( | ||||||||||||||||||||||
| Balance as of December 31, 2025 | |||||||||||||||||||||||
| Options vested and exercisable as of December 31, 2025 | $ | ||||||||||||||||||||||
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 year ended December 31, 2025 and 2024 was $0
The weighted average grant-date fair value of options granted during the year ended December 31, 2025 and 2024 was $1.91 and $3.88 per share, respectively. The total grant-date fair value of options that vested during the year ended December 31, 2025 and 2024 was $9 thousand and $6 thousand, respectively.
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The following assumptions were used to calculate the fair value of options granted during the year ended December 31, 2025 and 2024:
| For the years ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Fair value of Class A Common Stock | $ | $ | |||||||||
| Exercise price | $ | $ | |||||||||
| Risk free interest rate | |||||||||||
| Expected dividend yield | % | % | |||||||||
| Expected volatility | |||||||||||
| Expected term | |||||||||||
As of December 31, 2025, the Company had 8,391 stock options outstanding of which all are fully vested options.
As of December 31, 2025, the Company has 25,041 common stock grants outstanding of which 20,107 were vested but not issued and 4,934 were not yet vested. All fully vest by December 31, 2026. The Company had unrecognized stock-based compensation related to common stock grants of $9 thousand as of December 31, 2025.
As of December 31, 2025, the Company had 477,897 RSUs outstanding of which 4,070 were vested but not issued and 473,827 were not yet vested. All granted and outstanding RSUs will fully vest by January 1, 2027. The Company had unrecognized stock-based compensation related to RSUs of $158 thousand as of December 31, 2025.
A summary of outstanding RSU activity as of December 31, 2025 and 2024 is as follows:
| RSU Outstanding Number of Shares | |||||
| Balance as of January 1, 2024 | |||||
| Granted | |||||
| Vested (issued) | ( | ||||
| Forfeited | ( | ||||
| Balance as of December 31, 2024 | |||||
| Granted | |||||
| Vested (issued) | ( | ||||
| Forfeited | ( | ||||
| Balance as of December 31, 2025 | |||||
Stock-based compensation expense
Our consolidated statements of operations include stock-based compensation expense as follows:
| For the years ended December 31, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Cost of services | $ | $ | ||||||||||||
| Research and development | ||||||||||||||
| Selling, general, and administrative | ||||||||||||||
| Total stock-based compensation expense | $ | $ | ||||||||||||
10. Stockholders’ Equity
Common Stock — As of December 31, 2025, 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
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31, 2025 and 2024, 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, 2025 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 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.
February 25, 2025
Pursuant to the Registration Statement on Form S-3 (Registration No. 333-271091), most recently supplemented on February 25, 2025, T Stamp Inc. (the "Company") raised approximately $6.196 million from the sale of its Class A Common Stock in an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”) under the Equity Distribution Agreement dated February 25, 2025 with Maxim Group LLC ("Maxim"), pursuant to which the Company may issue and sell up to $6,196,000 worth of the Company's Class A Common Stock through or to Maxim, acting as its agent or principal. As of December 31, 2025, the Company sold 1,713,543 Class A Common Stock shares at a volume-weighted average price of approximately $3.55 per share, based on sales effected between July 8, 2025 (the date of its first sale in the "at the market offering") and October 9, 2025, for net proceeds of $6,010,116 , net of $185,880 in raise fees.
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
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of stockholders was received as of May 13, 2023. The A&R Certificate of Incorporation Amendment accepted on July 6, 2023 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
Related party payables of $102 thousand and $57 thousand as of December 31, 2025 and 2024, 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, 2025 and for the year ended December 31, 2024 totaled approximately $43 thousand and $112 thousand, respectively.
Related Party Receivables
Related party receivables of $15 thousand and $22 thousand as of December 31, 2025 and 2024, respectively, primarily relate to amounts due from an employee loan and smaller amounts due from employee.
QID Technologies, LLC
On November 12, 2024, the Company entered into a business arrangement with Qenta under which Qenta and Trust Stamp formed a subsidiary, QID Technologies LLC. The Company and QID have entered into a license and assignment agreement and a Master Technology Services Agreement. See Note 4 for more information. The Company and Qenta are related parties in that Qenta and DQI Holdings Inc. (“DQI”) have a common owner and DQI has an ownership interest in Trust Stamp. The Company and QID transactions are included in Accounts receivable, Investment, Net revenue, and Net loss from equity method investment. As of December 31, 2025 and December 31, 2024, the Company had outstanding billings owed from QID of $360,423 and $0 , respectively.
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 0
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.
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The Company has not earned or expensed any commissions pursuant to the Vital4Data, Inc. agreement to date. As of December 31, 2025 and 2024, the Vital4Data, Inc. commission due was $0
Channel Partnership Agreement
12. Malta Grant
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, 2024, the Company incurred $0 in expenses that are reimbursable under the grant. As of December 31, 2025, 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.
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 three 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 €15 thousand or $16 thousand. On May 3, 2024 the Company received the pre-financing tranche. The Company did not recognize any income related to these grants during the twelve months ended December 31, 2025. As a result, the Company recorded €25 thousand or $29 thousand and €25 thousand or $26 thousand to deferred revenue as of December 31, 2025 and 2024, respectively.
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. On November 29, 2024, the Company received the pre-financing tranche. During the year ended December 31, 2025, we recognized €76 thousand or $89 thousand as grant income, in , and this was in line with the percentage of completion which was obtained by the respective project managers responsible for the project. The Company recorded €36 thousand or $42 thousand and €112 thousand or $115 thousand to deferred revenue as of December 31, 2025 and 2024, respectively.
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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 Denmark, Rwanda, and Japan to support its dispersed workforce. As of December 31, 2025, 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 3 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, 2025 | ||||||||||
| Weighted average remaining lease term | |||||||||||
| Weighted average discount rate | % | ||||||||||
During the year ended December 31, 2025, the Company did not terminate any operating leases.
Balance sheet information related to leases as of December 31, 2025 and 2024 was as follows:
| As of December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| 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, 2025 are as follows:
| Principal Payments | Imputed Interest Payments | Total Payments | |||||||||||||||
| 2026 | $ | $ | $ | ||||||||||||||
| 2027 | |||||||||||||||||
| 2028 | |||||||||||||||||
| Total future maturities | $ | $ | $ | ||||||||||||||
Total lease expense, under ASC 842, was included in Selling, general, and administrative expenses in our consolidated statement of operations for the year ended December 31, 2025 and 2024 as follows:
| For the years ended December 31, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Operating lease expense – fixed payments | $ | $ | ||||||||||||
| Short term lease expense | ||||||||||||||
| Total lease expense | $ | $ | ||||||||||||
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Supplemental cash flows information related to leases was as follow:
| As of December 31, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | ||||||||||||||
| Operating cash flows from operating leases | $ | ( | $ | ( | ||||||||||
During the year ended December 31, 2025, the Company did not incur variable lease expense.
Financial Liability Obligation — The Company has no financial liability as of December 31, 2025. 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. During April 2024, the remaining financial liability was resolved with a settlement amounting to $187 thousand and no further payment is due year ended December 31, 2025.
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 SaaS revenue. The Company determined that providing the geographic information is impracticable as consolidated financial results are evaluated regardless of the location.
The Company’s Chief Operating Decision Maker (the "CODM") is the Chief Executive Officer. 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.
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15. Subsequent Events
CyberFish CyberPsychology Solutions Ltd Share Purchase Agreement, Shareholders Agreement, and Consulting Agreement
On March 9, 2026, Trust Stamp Malta Limited entered into a share purchase agreement (the “SPA”) with CyberFish CyberPsychology Solutions Ltd, a private company incorporated in England and Wales (“CyberFish”). Pursuant to the SPA, Trust Stamp Malta Limited agreed to subscribe to fifty percent (50 %) of the authorized share capital of CyberFish in exchange for £190,000 or $254,600 (the “Total Consideration”), consisting of (i) a cash payment of €30,000 or $34,776 payable to Malta Enterprise on behalf of CyberFish and (ii) a cash payment of £30,000 or $40,200 payable to CyberFish (together, the “Cash Consideration”) and (iii) non-cash consideration with an agreed value equal to the remaining balance of the Total Consideration following deduction of the Cash Consideration, comprising the provision of software development, engineering, and related technical services by Trust Stamp Malta Limited and/or other Company group entities. Malta Enterprise is a Maltese national development agency that previously provided CyberFish a start-up loan, which is partly being repaid as part of this transaction.
Berta Pappenheim, a member of the Company’s Board of Directors, is the CEO, co-founder, and a director of CyberFish – and prior to the closing of the SPA, she owned 100 % of CyberFish.
In connection with the closing of the SPA, and to govern the parties’ ongoing relationship as shareholders of CyberFish, Trust Stamp Malta Limited entered into a Shareholders Agreement (the “Shareholders Agreement”) with (i) Berta Pappenheim and (ii) CyberFish. The Shareholders Agreement contains provisions governing, among other things, the governance and management of CyberFish, board composition and voting, shareholder consent matters, information and reporting rights, financing expectations, and transfer restrictions with respect shares of CyberFish.
Also on March 9, 2026, Trust Stamp Malta Limited entered into a Consulting Agreement (the “Consulting Agreement”) with CyberFish. Under the Consulting Agreement, CyberFish agreed to provide consulting services relating to market development in the United Kingdom, including market entry and expansion strategy, business development, partnership identification, and related services. CyberFish designated Berta Pappenheim as key personnel to perform the services on its behalf. The Consulting Agreement contemplates that the services will be performed for an average of three (3 ) days per week over a rolling six -week period. In consideration for the services, Trust Stamp Malta Limited will pay CyberFish fees of £65,000 or $74,976 per year, payable in twelve equal monthly installments. Either party may terminate the Consulting Agreement upon 30 days’ prior written notice, and Trust Stamp Malta Limited may terminate the Consulting Agreement immediately upon certain events, including material breach, breach of confidentiality, certain legal or compliance impediments, or misconduct or gross negligence, in each case as provided in the Consulting Agreement. The Consulting Agreement includes customary confidentiality provisions and provides that intellectual property created pursuant to or in connection with the services will vest exclusively in Trust Stamp Malta Limited, subject to the terms of the Consulting Agreement.
Acquisition of Lexverify Ltd.
On February 27, 2026, T Stamp, Inc. completed the acquisition of one hundred percent (100 %) of the issued and outstanding share capital of Lexverify Ltd., a private limited company incorporated in England and Wales (“Lexverify”) pursuant to a share purchase agreement dated February 27, 2026 (the “SPA”) by and among the Company and the shareholders of Lexverify (each, a “Seller” and collectively, the “Sellers”). While limited in size, the Company believes this acquisition provides new expertise in the training and use of large language models as well as providing an additional access point to the UK market for the Company.
The aggregate purchase price for the acquisition is payable entirely in shares of the Company’s Class A Common Stock, par value $0.01 per share, with the number of shares totaling 157,508 . The Purchase Price was structured in four tranches, consisting of: (i) an initial tranche equal to twenty-five percent (25 %) of the Purchase Price (the “Completion Consideration”) to be issued on or within business day following the Closing Date, and (ii) the remaining seventy-five percent (75 %) of the Purchase Price (the “Deferred Consideration”) to be issued in three equal tranches on the dates that are 90 , 180 , and 270 days after the Closing Date, respectively, subject to the terms of the SPA. On the Closing Date, the Company issued 39,377 shares of Common Stock to the Sellers in satisfaction of the Completion Consideration. As of the date of this Annual Report, shares of Common Stock remain to be issued by the Company to the Sellers to satisfy the Deferred Consideration.
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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, 2025, 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 upon the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective. In addition, based on such evaluation we have identified no changes in our internal control over financial reporting that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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 our evaluation, management concluded that our internal controls over financial reporting were effective as of December 31, 2025.
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.
Previously Reported Material Weakness in Internal Control Over Financial Reporting
In our Annual Report for the year ended December 31, 2024, filed with the SEC on March 31, 2025, management concluded that our internal controls over financial reporting were not effective. Management identified certain material weaknesses relating to insufficient management review of the Company’s accounting for and recording of complex equity transactions.
Remediation Plan for Previous Existing Material Weaknesses
Management is committed to the remediation of the material weakness described above. As such, controls have been added to ensure precision of management’s review of the Company’s accounting for and recording of complex equity transactions.
Management's remediation plan has resulted in an improved internal control environment with enhanced internal controls being implemented for a sufficient length of time for management to conclude, through testing the design and operating effectiveness of these controls, that we have fully remediated the material weakness.
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Change in Internal Control over Financial Reporting
Except for our remediation of the material weakness described above, there were no changes in our internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
Item 9B. Other Information
Insider Trading Arrangements
During the year ended December 31, 2025, 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 | 66 | January 01, 2016 | N/A (Full-Time) | ||||||||||||||||||||||
| Andrew Gowasack | President, Director | 34 | January 01, 2016 | N/A (Full-Time) | ||||||||||||||||||||||
| Andrew Scott Francis | Chief Technology Officer | 52 | August 28, 2016 | N/A (Full-Time) | ||||||||||||||||||||||
| Lance Wilson | Chief Financial Officer | 36 | January 02, 2025 | N/A (Full-Time) | ||||||||||||||||||||||
| Directors | ||||||||||||||||||||||||||
| Gareth Genner | Chief Executive Officer, Director | 66 | January 01, 2016 | N/A (Full-Time) | ||||||||||||||||||||||
| Andrew Gowasack | President, Director | 34 | January 01, 2016 | N/A (Full-Time) | ||||||||||||||||||||||
| William McClintock* | 83 | January 08, 2021 | ||||||||||||||||||||||||
| Kristin Stafford* | 55 | January 01, 2021 | ||||||||||||||||||||||||
| Berta Pappenheim | 46 | December 01, 2021 | ||||||||||||||||||||||||
| Charles Potts* | 65 | December 01, 2021 | ||||||||||||||||||||||||
| David Curmi* | 66 | March 06, 2026 | ||||||||||||||||||||||||
| Significant Employees | ||||||||||||||||||||||||||
| John Wesley Bridge | Executive Vice President | 59 | May 01, 2019 | N/A (Full-Time) | ||||||||||||||||||||||
| Norman Hoon Thian Poh | Chief Science Officer | 50 | 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. FSH Capital previously nominated Joshua Allen to the director seat, which he held until his resignation on September 26, 2024. As of March 30, 2026, FSH Capital has not exercised its nomination right to fill this vacancy.
Directors
Our Board of Directors (the "Board", the "Directors") currently consists of seven directors, and is a classified Board, divided into three classes, with Directors maintaining their roles until they resign or a successor is elected as the corresponding Annual Meeting. Class I will hold office for a term up for vote at the 2026 Annual Meeting of Stockholders; Class II will hold office for a term up for vote at the 2027 Annual Meeting; and Class III will hold office for a term up for vote at the 2025 Annual Meeting (which has been deferred due to the Company's inability to obtain a quorum at the previously scheduled 2025 Annual Meeting). At each Annual Meeting, the successors to the class of directors whose terms are subject to vote at that meeting are to be elected for a term of office subject to vote 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 | |||||||||||
| David Curmi* | 2025 Annual Meeting(1)(2) | ||||||||||
| Berta Pappenheim | 2025 Annual Meeting(1) | ||||||||||
(1) The Company has not yet reached quorum to complete its business for the 2025 Annual Meeting.
(2) David Curmi was appointed to the Board of Directors effective March 6, 2026, concurrently with the resignation from the Board of Directors of Andrew Scott Francis
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.
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.
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
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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.
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.
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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.
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.
David Curmi, Director
David Curmi is a financial services professional and corporate executive. He is currently Executive Chairman of KM Malta Airlines, the flag carrier airline of the Maltese Islands, and was formerly the Executive Chairman of Air Malta P.L.C. He also holds the following positions and directorships; Chairman World Aviation Group Ltd., member of the Board of The Malta Tourism Authority and member of the Customer Advisory Board of SITA International. Mr. Curmi is an Associate of the Chartered Insurance Institute of the United Kingdom and a Chartered Insurer.
Mr. Curmi started his career in the insurance industry over forty years ago, during which time he held various senior executive positions with a number of insurance operators. He previously served as the first Chairman of the Board of Governors of the National Development and Social Fund (NDSF) as well as Trade Malta Ltd. Mr. Curmi is a former President of the Malta Chamber of Commerce, Enterprise and Industry the leading business representative body in Malta.
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 David Curmi qualify as independent directors in accordance with the Nasdaq Capital Market, or Nasdaq listing requirements. Gareth Genner, Andrew Gowasack, and Berta Pappenheim 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.
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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.
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”.
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 four members, including Mr. McClintock, Mr. Potts, Ms. Pappenheim, and Mr. Curmi. Mr. McClintock serves as the chairman of the Compensation Committee.
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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.
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.
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, 2025. 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.
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
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ownership and changes in ownership on Forms 3, 4 and 5 with the SEC, and to furnish the Company with copies of the forms.
Based solely on its review of the forms it received, or written representations from reporting persons, the Company believes that all of its directors, executive officers, and greater than 10% beneficial owners complied with all such filing requirements during 2025.
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, 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, 2025 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, 2025 and whose total compensation for the 2025 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, | 2024 | $ | 341,250 | $ | — | $ | 341,250 | (6) | $ | — | $ | — | $ | — | $ | — | $ | 682,500 | |||||||||||||||||||||||||||||||||||
| Chief Executive Officer (1) | 2025 | $ | 341,250 | $ | — | $ | 341,250 | (7) | $ | — | $ | — | $ | — | $ | — | $ | 682,500 | |||||||||||||||||||||||||||||||||||
| Andrew Gowasack, | 2024 | $ | 276,143 | $ | — | $ | 276,143 | (6) | $ | — | $ | — | $ | — | $ | — | $ | 552,286 | |||||||||||||||||||||||||||||||||||
| President (2) | 2025 | $ | 276,143 | $ | — | $ | 276,143 | (7) | $ | — | $ | — | $ | — | $ | — | $ | 552,286 | |||||||||||||||||||||||||||||||||||
Andrew Scott Francis, | 2024 | $ | 205,396 | $ | — | $ | 205,396 | (6) | $ | — | $ | — | $ | — | $ | — | $ | 410,792 | |||||||||||||||||||||||||||||||||||
| Chief Technical Officer (3) | 2025 | $ | 205,396 | $ | — | $ | 205,396 | (7) | $ | — | $ | — | $ | — | $ | — | $ | 410,792 | |||||||||||||||||||||||||||||||||||
Alex Valdes, | 2024 | $ | 205,396 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 205,396 | ||||||||||||||||||||||||||||||||||||
Chief Financial Officer (4) | 2025 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||||||||||||||||||||||
Lance Wilson, | 2024 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||||||||||||||||||||||
Chief Financial Officer (5) | 2025 | $ | 182,250 | $ | — | $ | 18,225 | (8) | $ | — | $ | — | $ | — | $ | — | $ | 200,475 | |||||||||||||||||||||||||||||||||||
_____________________________________
(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 bonuses earned in 2024 were granted in March and April 2025 and the stock bonuses earned in 2025 were granted in January 2026. 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 bonuses earned in 2024 were granted in January and April 2025 and the stock bonuses earned in 2025 were granted in January 2026. 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 earned the compensation shown in the table above pursuant to the terms of their employment agreement. Pursuant to Mr. Francis’s employment agreement, he is entitled to an annual bonus (as described under “Elements of Compensation – Bonus” further below). The stock bonuses earned in 2024 were granted to Mr. Francis in January and April 2025 and the stock bonus earned in 2025 was granted to Mr. Francis in January 2026. See “Elements of Compensation” below for information on how the amount of bonuses are determined by the Company.
(4)Mr. Valdes earned the compensation shown in the table above pursuant to the terms of his employment agreement. There was no stock bonus earned by Mr. Valdes in 2024, and Mr. Valdes resigned from all positions with the Company effective January 2, 2025.
(5)Mr. Wilson earned the compensation shown in the table above pursuant to the terms of his employment agreement. The stock bonuses earned in 2025 were granted in January 2025.
(6)Represents the value of RSUs for Class A Common Stock that were granted in 2025 as compensation for 2024 services rendered. These RSUs became fully vested on January 2, 2026.
(7)Represents the value of RSUs for Class A Common Stock that were granted in 2026 as compensation for 2025 services rendered. These RSUs will become fully vested on January 2, 2027.
(8)Represents the value of RSUs for Class A Common Stock that were granted in 2025 as compensation for 2025 services rendered. These RSUs became fully vested on January 2, 2026.
Director Compensation
For the year ended December 31, 2025 the Company paid our directors as a group $240 thousand for their services as directors. There are seven directors as of December 31, 2025.
Elements of Compensation
Base Salary
For the year ended December 31, 2025, Mr. Genner, Gowasack, Francis, Valdes, and Wilson 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, 2025, we awarded 297,282 Restricted Stock Units to our named executive officers with vesting on January 2, 2025. For the year ended December 31, 2024, we awarded 44,716 Restricted Stock Units to our named executive officers with 44,716 vesting on January 2, 2024.
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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.
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, 2025.
| 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 | — | — | — | — | — | 123,297 | $ | 482,091 | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Andrew Gowasack | — | — | — | — | — | 99,773 | $ | 390,112 | — | — | |||||||||||||||||||||||||||||||||||||||||||
| William McClintock | — | — | — | — | — | 624 | $ | 2,440 | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Andrew Scott Francis | — | — | — | — | — | 74,212 | $ | 290,169 | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Lance Wilson | — | — | — | — | — | 1,780 | $ | 6,960 | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Kristin Stafford | — | — | — | — | — | — | $ | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Berta Pappenheim | — | — | — | — | — | — | $ | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Charles Potts | — | — | — | — | — | — | $ | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
The following table sets out, as of March 30, 2026 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 | 27,972 | (2) | 123,297 | (3) | 1.72 | % | |||||||||||||||||
| Andrew Gowasack, President, 3017 Bolling Way NE, Floor 2, Atlanta, Georgia, 30305 | 27,468 | 99,773 | (3) | 1.44 | % | ||||||||||||||||||
| Andrew Scott Francis, Chief Technology Officer, 3017 Bolling Way NE, Floor 2, Atlanta, Georgia, 30305 | 13,992 | 74,212 | (3) | 1.00 | % | ||||||||||||||||||
| Lance Wilson, Chief Financial Officer, 3017 Bolling Way NE, Floor 2, Atlanta, Georgia, 30305 | 928 | 4,417 | (4) | 0.06 | % | ||||||||||||||||||
| William McClintock, Independent Non-Executive Director, Hub 8, Unit 2 The Brewery Quarter, High St, Cheltenham GL50 3FF, United Kingdom | 3,405 | 624 | (3) | 0.05 | % | ||||||||||||||||||
| 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 | 12,773 | (5) | 0.21 | % | ||||||||||||||||||
| All executive officers and directors as a group (8 persons) | 79,341 | 315,096 | 4.48 | % | |||||||||||||||||||
| Other 5% Holders | |||||||||||||||||||||||
| DQI Holdings Inc, 1900 Saint James Place Suite 125, Houston, TX 77056 | — | 250,930 | 2.85 | % | |||||||||||||||||||
_____________________________________
(1)Based on 5,285,008 shares of Class A Common Stock outstanding as of March 30, 2026, plus 3,533,700 shares of Class A Common Stock acquirable within 60 days of March 30, 2026.
(2)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 (17,345).
(3)Represents shares of Class A Common Stock issuable pursuant to RSUs that vested on January 2, 2026.
(4)Represents shares of Class A Common Stock issuable pursuant to RSUs that vested on August 1, 2025 (2,637) and January 2, 2026 (1,780).
(5)Represents shares of Class A Common Stock issuable at any time upon request pursuant to grants.
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”).
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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
CyberFish CyberPsychology Solutions Ltd Share Purchase Agreement, Shareholders Agreement, and Consulting Agreement
On March 9, 2026, Trust Stamp Malta Limited, a wholly-owned subsidiary of T Stamp Inc. (the “Company”), entered into a Share Purchase Agreement (the “SPA”) with CyberFish CyberPsychology Solutions Ltd, a private company incorporated in England and Wales (“CyberFish”). Pursuant to the SPA, Trust Stamp Malta Limited agreed to subscribe to fifty percent (50%) of the authorized share capital of CyberFish in exchange for £190,000 (the “Total Consideration”), consisting of (i) a cash payment of €30,000 payable to Malta Enterprise on behalf of CyberFish and (ii) a cash payment of £30,000 payable to CyberFish (together, the “Cash Consideration”) and (iii) non-cash consideration with an agreed value equal to the remaining balance of the Total Consideration following deduction of the Cash Consideration, comprising the provision of software development, engineering, and related technical services by Trust Stamp Malta Limited and/or other Company group entities. Malta Enterprise is a Maltese national development agency that previously provided CyberFish a start-up loan, which is partly being repaid as part of this transaction.
On March 9, 2026, the SPA closed, and Trust Stamp Malta Limited acquired 50% of CyberFish in exchange for the consideration described above. The non-cash consideration became effective as of the closing date and was not a condition to the closing of the SPA.
Berta Pappenheim, a member of the Company’s Board of Directors, is the CEO, co-founder, and a director of CyberFish – and prior to the closing of the SPA, she owned 100% of CyberFish.
Also on the March 9, 2026, in connection with the closing of the SPA, and to govern the parties’ ongoing relationship as shareholders of CyberFish, Trust Stamp Malta Limited entered into a Shareholders Agreement (the “Shareholders Agreement”) with (i) Berta Pappenheim and (ii) CyberFish. The Shareholders Agreement contains provisions governing, among other things, the governance and management of CyberFish, board composition and voting, shareholder consent matters, information and reporting rights, financing expectations, and transfer restrictions with respect shares of CyberFish.
Also on March 9, 2026, Trust Stamp Malta Limited entered into a Consulting Agreement (the “Consulting Agreement”) with CyberFish. Under the Consulting Agreement, CyberFish agreed to provide consulting services relating to market development in the United Kingdom, including market entry and expansion strategy, business development, partnership identification, and related services. CyberFish designated Berta Pappenheim as key personnel to perform the services on its behalf. The Consulting Agreement contemplates that the services will be performed for an average of three (3) days per week over a rolling six-week period. In consideration for the services, Trust Stamp Malta Limited will pay CyberFish fees of £65,000 per year, payable in twelve equal monthly installments. Either party may terminate the Consulting Agreement upon 30 days’ prior written notice, and Trust Stamp Malta Limited may terminate the Consulting Agreement immediately upon certain events, including material breach, breach of confidentiality, certain legal or compliance impediments, or misconduct or gross negligence, in each case as provided in the Consulting Agreement. The Consulting Agreement includes customary confidentiality provisions and provides that intellectual property created pursuant to or in connection with the services will vest exclusively in Trust Stamp Malta Limited, subject to the terms of the Consulting Agreement.
Channel Partnership Agreement
On April 17, 2025, the Company entered into a Channel Partnership Agreement with CyberFish, a company at which one of the Company's Directors serves as Chief Executive Officer. Pursuant to the agreement, CyberFish engages Trust Stamp to sell CyberFish services to Trust Stamp’s clients, customers and users. The term of this agreement commenced on April 17, 2025 and continues for two (2) years unless terminated as provided under the agreement. If the agreement has not been terminated, it shall be automatically renewed. Trust Stamp will be entitled to a commission equal to thirty percent
55
(30%) of the net revenue received by CyberFish from sales of the services made directly by Trust Stamp to customers. The Company has not earned any commissions pursuant to the CyberFish agreement to date. As of December 31, 2025 and December 31, 2024, the CyberFish commission due was $0.
QID Technologies, LLC
On November 12, 2024, the Company entered into a business arrangement with Qenta under which Qenta and Trust Stamp formed a subsidiary, QID Technologies LLC. The Company and QID entered into a license and assignment agreement and a Master Technology Services Agreement. The Company and Qenta are related parties in that Qenta and DQI Holdings Inc. (“DQI”) have a common owner and DQI has an ownership interest in Trust Stamp. The Company and QID transactions are included in Accounts receivable, Investment, Net revenue, and Net loss from equity method investment.
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 CBIZ CPAs P.C, for services rendered.
| For the years ended December 31, | |||||||||||||||||
| 2025 | 2024 | ||||||||||||||||
Audit Fees (1) | $ | 479,490 | $ | 473,665 | |||||||||||||
| Total Fees | $ | 479,490 | $ | 473,665 | |||||||||||||
(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.
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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 | ||||||||
| 4.5 | ||||||||
| 4.6 | ||||||||
| 4.7 | ||||||||
| 4.8 | ||||||||
| 4.9 | ||||||||
| 4.10 | ||||||||
| 4.11 | ||||||||
| 4.12 | ||||||||
| 4.13 | ||||||||
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| 4.14 | ||||||||
| 4.15 | ||||||||
| 4.16 | ||||||||
| 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 | ||||||||
| 10.14 | ||||||||
| 10.15 | ||||||||
| 10.16 | ||||||||
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| 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 | ||||||||
| 10.35 | ||||||||
| 10.36 | ||||||||
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| 10.37 | ||||||||
| 10.38 | ||||||||
| 10.39 | ||||||||
| 10.40 | ||||||||
| 10.41 | ||||||||
| 10.42 | ||||||||
| 10.43 | ||||||||
| 10.44 | ||||||||
| 10.45 | ||||||||
| 10.46 | ||||||||
| 10.47* | ||||||||
| 19.1 | ||||||||
23.1* | ||||||||
| 23.2* | ||||||||
| 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 | |||||||
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| 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.
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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, 2026 | |||||
/s/ Lance Wilson | |||||
Lance Wilson, Principal Financial Officer, Principal Accounting Officer | |||||
Date: March 31, 2026 | |||||
| /s/ Andrew Gowasack | |||||
| Andrew Gowasack, President, Director | |||||
Date: March 31, 2026 | |||||
| /s/ David Curmi | |||||
| David Curmi, Director | |||||
Date: March 31, 2026 | |||||
| /s/ William McClintock | |||||
| William McClintock, Director | |||||
Date: March 31, 2026 | |||||
/s/ Charles Potts | |||||
Charles Potts, Director | |||||
Date: March 31, 2026 | |||||
| /s/ Kristin Stafford | |||||
| Kristin Stafford, Director | |||||
Date: March 31, 2026 | |||||
| /s/ Berta Pappenheim | |||||
| Berta Pappenheim, Director | |||||
Date: March 31, 2026 | |||||
62
Exhibit 10.47
March 17, 2026
Dear David Curmi (“Mr. Curmi”),
Appointment of Non-Executive Director to T Stamp Inc. (the "Company") I am pleased to confirm that the board of directors of the Company (the "Board") has approved your appointment as an independent non-executive director of the Company.
This letter of appointment ("Letter") sets out the terms and conditions upon which you agree to serve as Non-Executive Director ("NED") of the Company. These terms and conditions are as follows:
1.Appointment and Duration
1.1.The Company appointed you and you agree to serve as NED of the Company
1.2.With effect from the date of this Letter, your appointment as a NED of the Company shall, subject to earlier termination as provided for in this Letter, continue until terminated by three months’ notice by either party or otherwise in accordance with the bylaws of the Company (the "Bylaws").
1.3.Your appointment is subject to the Bylaws and the amended and restated certificate of incorporation of the Company (the "Certificate of Incorporation"). Nothing in this letter shall be taken to exclude or vary the terms of the Bylaws and/or the Certificate of Incorporation as they apply to you as a director of the Company.
1.4.Your continued appointment as NED is subject to election and re-election by the Company’s shareholders in accordance with the Bylaws or as otherwise determined by the Board. If the shareholders or Board do not elect or re-elect you as a director, or you are retired from office under the Bylaws, your appointment shall terminate automatically with immediate effect and without compensation for loss of office.
1.5.Continuation of your appointment is also contingent on satisfactory performance and any relevant statutory provisions relating to the removal of a director.
1.6.You may be required to serve on one or more committees of the Board. You will be provided with the relevant terms of reference on your appointment to such a committee. You may also be asked to serve as a non-executive director on the board of any of the Company’s subsidiaries or joint ventures. Any such appointment will be covered in a separate communication.
2.Fees
2.1.The Company will pay an annual fee of:
2.1.1.Forty-one thousand six hundred and ninety-three eight euro (€41,693) pro rata for part of a calendar year payable monthly in arrears in respect of your service as NED of the Company; and
2.1.2.Twenty thousand eight hundred and twenty-seven euro (€20,827) pro rata for part of a calendar year payable monthly in arrears if you are appointed as a member of one or more Committee/s (this sum covers all committee appointments, not per committee).
2.2.All fees will be subject to annual review by the Board, and all are gross, subject to such deductions as are required by law.
2.3.For the avoidance of doubt, during your appointment you will not be entitled to participate in any share option, equity participation or incentive scheme or plan which the Company may operate now or at any time in the future. Your service as a NED will not be pensionable by the Company.
2.4.You will be responsible for payment of income tax and any contributions or other Revenue or social insurance liabilities arising in relation to the fees payable to you hereunder and you agree to indemnify and keep indemnified the Company in respect of any demand (together with interest and penalties) made against it by Revenue or any other body in this regard.
3.Expenses
The Company shall reimburse to you all reasonable travelling, hotel and other expenses which you may from time to time properly incur in connection with the discharge by you of your duties subject to the production by you of such vouchers as the Board reasonably considers appropriate.
4.Time Commitment
4.1.You will be expected to devote such time as is necessary for the proper performance of your duties and you should be prepared to spend at least one (1) day per month on company business after the induction phase. This is based on preparation for and attendance at:
-scheduled Board meetings;
-minimum two Board committees;
-optional Board dinners;
-an optional annual Board strategy away-day(s);
-the AGM;
-meetings of the non-executive directors;
-meetings with shareholders;
-updating meetings/training; and
-meetings as part of the Board evaluation process.
4.2.The nature of the role makes it impossible to be specific about the maximum time commitment, and there is always the possibility of additional time commitment in respect of preparation time and ad hoc matters which may arise from time to time, and particularly when the Company is undergoing a period of increased activity. At certain times it may be necessary to convene additional Board, committee or shareholder meetings.
4.3.The average time commitment stated in Clause 4.1 will increase should you become a committee member or chair, or if you are given additional responsibilities, such as being appointed as non-executive director on the boards of any of the Company’s subsidiaries. Details of the expected increase in time commitment will be covered in any relevant communication confirming the additional responsibility.
4.4.By accepting this appointment you undertake that, taking into account all other commitments you may have, you are able to, and will, devote sufficient time to your duties as a NED.
5.Duties
5.1.You will be expected to perform your duties, whether statutory, fiduciary or common-law, faithfully, efficiently and diligently to a standard commensurate with both the functions of your role and your knowledge, skills and experience.
5.2.During your appointment you will be expected to bring independent judgment to bear on issues of strategy, performance, resources, key appointments and standards of conduct relating to the Company.
5.3.You will exercise your powers in your role as a NED having regard to relevant obligations under prevailing law and regulation, including the Delaware General Corporation Law, applicable US Securities law and governance standards, and the Euronext Growth Rules for Companies.
5.4.You will have particular regard to the general duties of directors as established by the Delaware General Corporation Law and related court decisions, which included but are not limited to:
5.4.1.satisfy your fiduciary duties of care and loyalty to the Company;
5.4.2.disclose whether there are facts which would raise a question as to whether you are disinterested in a matter before the directors;
5.4.3.engage in meaningful oversight of the Company’s risk-management.
5.5.As a NED, you shall have the same general legal responsibilities to the Company as any other director. You are expected to perform your duties (whether statutory, fiduciary or common law) faithfully, diligently and to a standard commensurate with the functions of your role and your knowledge, skills and experience.
5.6.In your role as non-executive director you will be required to:
5.6.1.constructively challenge and help develop proposals on strategy;
5.6.2.scrutinize the performance of management in meeting agreed goals and objectives and monitor the reporting of performance;
5.6.3.satisfy yourself on the integrity of financial information and that financial controls and systems of risk management are robust and defensible;
5.6.4.determine appropriate levels of remuneration of executive directors and have a prime role in appointing and, where necessary, removing executive directors, and in succession planning;
5.6.5.devote time to developing and refreshing your knowledge and skills;
5.6.6.uphold high standards of integrity and probity and support the Chairperson and the other directors in instilling the appropriate culture, values and behaviors in the boardroom and beyond;
5.6.7.insist on receiving high-quality information sufficiently in advance of board meetings; and
5.6.8.take into account the views of shareholders and other stakeholders where appropriate.
5.7.You will be required to exercise relevant powers under, and abide by, the Bylaws and, to the extent applicable, the Certificate of Incorporation.
5.8.You will be required to exercise your powers as a director in accordance with the Company’s policies and procedures and internal control framework.
5.9.You will disclose any direct or indirect interest which you may have in any matter being considered at a board meeting or committee meeting and, save as permitted under the Bylaws and, to the extent applicable, the Certificate of Incorporation, you will not vote on any resolution of the Board, or of one of its committees, on any matter where you have any direct or indirect interest.
5.10.You will immediately report to the Chairperson any wrongdoing of your own or the wrongdoing or proposed wrongdoing of any employee or director of which you become aware.
5.11.Without prejudice to your statutory and common law duties, you agree with and undertake to the Company that you will at all times act in the best interests of the Company and
that you will take all such steps as are consistent with the office of director to promote the interests of the Company.
5.12.You will not at any time make any untrue or misleading statement relating to the Company.
5.13.You shall not, except with the prior written consent of the Board or pursuant to a resolution of the Board passed at a properly convened meeting of the Board, commit the Company to any legally binding agreement or hold yourself out as being able to so commit the Company or incur any liability on behalf of the Company or in any way pledge or purport to pledge the credit of the Company.
6.Independence and Outside Interests
6.1.The Board of the Company has determined you to be independent.
6.2.You have already disclosed to the Board the significant commitments you have outside this role. You must inform the Chairperson in advance of any changes to these commitments. In certain circumstances the agreement of the Board may have to be sought before accepting further commitments which either might give rise to a conflict of interest or a conflict of any of your duties to the Company, or which might impact on the time that you are able to devote to your role at the Company.
6.3.It is accepted and acknowledged that you have business interests other than those of the Company and have declared any conflicts that are apparent at present. In the event that you become aware of any further potential or actual conflicts of interest, these should be disclosed to the Chairperson and the Company Secretary as soon as they become apparent and, again, the agreement of the Board may have to be sought.
7.Confidentiality and Protection of Goodwill
7.1.You undertake that you shall not at any time whether during or after your appointment hereunder save as required by law or by any regulatory or tax authority (or as may reasonably be required in the performance of your duties as a NED of the Company) utilize for your own purposes or divulge or disclose to any person, any trade or business secrets or any other confidential information concerning the business, organization, finances, dealings, transactions or affairs of the company which has come into your knowledge during the term of your appointment hereunder other than information which has come into or is in the public domain other than as a result of your act or omission.
7.2.You agree that all intellectual property developed by you alone or with others in the course of your duties for the Company shall be the property of the Company. You agree to cooperate with, and execute all necessary documentation reasonably required by the Company to vest legal ownership of such intellectual property in the name of the Company or as the Company directs.
8.Price Sensitive Information and Dealing in the Company’s Shares
8.1.Your attention is drawn to the requirements under both law and regulation regarding the disclosure of price sensitive information, and in particular to the Company’s Securities Dealing and Inside Information Policy. You should avoid making any statements that might risk a breach of these requirements and/or Market Abuse Law (as defined below). If in doubt, please contact the Chairperson or the Company Secretary.
8.2.Your attention is drawn in particular to the prohibitions on insider dealing under US, EU, Irish, Malta and other laws.
8.3.During your period of appointment and for a period thereafter, you are required to comply with the provisions of the T Stamp Inc. Securities Dealing Code (the "Dealing Code"), and any such other code as the Company may adopt from time to time which sets out the terms for dealings by directors in the Company's listed securities. The Dealing Code requires you to obtain written clearance from the Company in advance of dealing, and restricts you from dealing during a closed period. A copy of the Dealing Code will be provided to you separately.
8.4.You undertake at all times to comply with Market Abuse Law and all regulations adopted by the Company from time to time in relation to dealings by Directors in the Company's listed securities. In particular, you acknowledge your notification obligations as a person discharging managerial responsibility in respect of every transaction conducted on your account relating to the listed securities of the Company. Further information on your obligations in this regard will be provided to you separately.
9.Induction
9.1.Immediately after appointment, the Company will provide a comprehensive, formal and tailored induction which will be conducted virtually. You will be expected to make yourself available during your first year of appointment for not less than an additional ten (10) days for the purposes of the induction. The Company Secretary will be in touch with further details.
9.2.Throughout the duration of your appointment, you shall have access to the advice of the Company Secretary who is responsible for advising the Board on all corporate governance matters.
10.Review Process
The performance of individual directors and the whole Board and its committees is evaluated annually. A copy of the Company’s Annual Board Evaluation Procedure will be provided to you separately.
11.Development and Training
On an ongoing basis, and further to the annual evaluation process, we will make arrangements for you to develop and refresh your skills and knowledge in areas which we mutually identify as being likely to be required, or of benefit to you, in carrying out your duties effectively. You should endeavor to make yourself available for any relevant development and training sessions which may be organized for the Board.
12.Insurance and Indemnity
12.1.The Company will provide a D&O insurance policy providing up to USD 1 million in coverage.
12.2.Article VIII of the Certificate of Incorporation also contains indemnity provisions in respect of directors and officers to the extent permitted by Law.
13.Termination
13.1.Notwithstanding any other provisions of this letter, your appointment as NED shall terminate forthwith, without notice or payment of compensation, if:
13.1.1.you are restricted or disqualified as a director of the Company under any legislation applicable to the Company;
13.1.2.you are guilty of any dishonest, misconduct or willful neglect or commit any act which is in any way prejudicial to the best interests of the Company;
13.1.3.you are removed from office in accordance with the Bylaws;
13.1.4.you resign by notice in writing delivered to the secretary of the Company or tendered at a meeting of the Board;
13.1.5.you are requested to resign by a notice in writing signed by a majority of your fellow directors; or
13.1.6.you are in breach of any law or regulation relating to the Company or its business.
13.2.On termination of your appointment, you shall at the request of the Company, resign from your office as a director of the Company and all offices held by you in the Company or any of the Company’s subsidiaries.
13.3.As a non-executive director of the Company, you have a right to resign if you feel that the Board persists in a course of action which you believe to be contrary to the interests of the Company or, if relevant, its creditors. If there are matters which arise which cause you concern about your role you should discuss them with the Chairperson. If you have any concerns which cannot be resolved, and you choose to resign for that, or any other reason, you should provide an appropriate written statement to the Chairperson for circulation to the Board.
13.4.If your appointment is terminated for any reason (save where you are subsequently re-elected in accordance with the Bylaws) you will not be entitled to any claim for compensation for loss of office or otherwise, other than in relation to fees and expenses due to you at the date of termination.
14.Status
Nothing in this letter is intended to constitute you as an employee of the Company. It is agreed that you are not an employee of the Company and this letter shall not constitute a contract of employment but a contract for services.
15.Independent Professional Advice
Exceptional circumstances may occur when it will be appropriate for you to seek advice from independent advisors at the Company’s expense in order for you to determine your appropriate course of action in fulfilling your legal obligations as a NED. In such instances you should consult with the Chairman of the Company as to the appointment, terms of reference and payment of such independent advisors.
16.Changes to Personal Details
You shall advise the Company Secretary promptly of any change in address or other personal contact details.
17.Return of Property
Upon termination of your appointment with the Company (for whatever cause), you shall deliver to the Company all documents, records, papers or other company property which may be in your possession or under your control, and which relate in any way to the business affairs of the Company, and you shall not retain any copies thereof.
18.Data Protection
18.1.You acknowledge that the Company will collect, use, store, transfer and otherwise process your personal information ("personal data") (including "special categories of personal data" and criminal records) as defined under applicable data protection legislation including providing personal data to third parties and transferring personal data within and outside the European Economic Area.
18.2.You acknowledge that the Company shall:
18.2.1.use information about your physical or mental health or condition in order to take decisions as to your fitness to perform your duties;
18.2.2.use information about you that may be relevant to ensuring equality of opportunity and treatment in line with the Company's equal opportunities policy and in compliance with equal opportunities legislation;
18.2.3.use information relating to any criminal proceedings in which you have been involved for insurance purposes and in order to comply with legal requirements; and
18.2.4.carry out certain monitoring activities, including in respect of its IT and other systems and any Company devices or other property. You should note therefore that any uses made of the Company's systems, devices and other property are presumed to be business-related and may be monitored.
18.3.You agree to comply at all times with the Company's data protection policy, information security policy and any other policy applicable to the processing of personal data, copies of which will be provided to you separately.
18.4.Failure to comply with the Company's policies and procedures may lead to disciplinary action up to and including termination of your appointment with the Company.
19.Governing Law
19.1.Your engagement with the Company is governed by and shall be construed in accordance with the laws of Delaware and your engagement shall be subject to the jurisdiction of the courts of Delaware.
19.2.This letter constitutes the entire terms and conditions of your appointment and no waiver or modification thereof shall be valid unless in writing and signed by the parties hereto.
If you are willing to accept these terms of appointment, please confirm your acceptance by signing and returning to me the enclosed copy of this letter via DocuSign.
Yours Sincerely,
_____________________
Andrew Gowasack
President, T Stamp Inc.
I confirm and agree to the terms of my appointment as a non-executive director of T Stamp Inc. as set out in this letter.
_____________________
David Curmi
Independent Non-Executive Director
Date:
Preferred Mailing Address:
Preferred Email Address:
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statements on Form S-1 (File No. 333-274160, 333-272343 and 333-284525) and Form S-3 (File No. 333-291758, 333-283945, 333-271091, and 333-280884) of our report dated March 31, 2025, with respect to the consolidated financial statements of T Stamp, Inc. included in this Annual Report on Form 10-K for the year ended December 31, 2025.
/s/ Marcum LLP
Marlton, NJ
March 31, 2026
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statements on Form S-1 (File No. 333-274160, 333-272343 and 333-284525) and Form S-3 (File No. 333-291758, 333-283945, 333-271091, and 333-280884) of our report dated March 31, 2026, with respect to the consolidated financial statements of T Stamp, Inc. included in this Annual Report on Form 10-K for the year ended December 31, 2025.
/s/ CBIZ CPAs P.C.
Marlton, NJ
March 31, 2026
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, 2025 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, 2026
| /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 Quarterly Report on Form 10-Q for the quarter ended December 31, 2025 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, 2026
| /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 Quarterly Report of T Stamp Inc. (the “Company”) on Form 10-Q for the quarter ended December 31, 2025 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, 2026
| /s/ Gareth Genner | |||||
| Chief Executive Officer | |||||
| (Principal Executive Officer) | |||||
| /s/ Lance Wilson | |||||
| Chief Financial Officer | |||||
| (Principal Financial Officer) | |||||