IDAI 10-Q
T Stamp Inc (IDAI)
10-Q
2026-08-13
For: 2026-06-30
View Original
Added on
August 13, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
OF 1934
For the quarterly period ended June 30, 2026
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 August 12, 2026, there were 5,639,291 shares of Class A Common Stock, par value $0.01 per share, of the registrant outstanding.
T STAMP INC.
TABLE OF CONTENTS
| Page | ||||||||
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PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements.
T STAMP INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
| June 30, 2026 | December 31, 2025 | ||||||||||
(unaudited) | |||||||||||
| ASSETS | |||||||||||
| Current Assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Accounts receivable, net (includes related party receivables of $ | |||||||||||
| Related party receivables | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total Current Assets | |||||||||||
| Capitalized internal-use software, net | |||||||||||
| Development technology | |||||||||||
| 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 (includes related party deferred revenue of $ | |||||||||||
| Consideration payable for equity method investment | |||||||||||
| Income tax payable | |||||||||||
| Short-term operating lease liabilities | |||||||||||
| Total Current Liabilities | |||||||||||
| Warrant liabilities | |||||||||||
| Note payable, at fair value | |||||||||||
Notes payable (includes accrued interest of $ | |||||||||||
| Long-term operating lease liabilities | |||||||||||
| Total Liabilities | |||||||||||
Commitments, Note 11 | |||||||||||
| 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 | $ | $ | |||||||||
The accompanying notes to the unaudited condensed consolidated financial statements are an integral part of these statements.
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T STAMP INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
For the three months ended June 30, | For the six months ended June 30, | ||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||
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, net | ( | ( | |||||||||||||||||||||||||||
| Net loss before taxes and equity method investment | ( | ( | ( | ( | |||||||||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||||||||
| Net loss from equity method investment, related party | ( | ( | ( | ( | |||||||||||||||||||||||||
| Net loss before non-controlling interest | ( | ( | ( | ( | |||||||||||||||||||||||||
| Net loss attributable to non-controlling interest | |||||||||||||||||||||||||||||
| Net loss attributable to T Stamp Inc. | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||
| Basic and diluted net loss per share attributable to T Stamp Inc. | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||
| Weighted-average shares used to compute basic and diluted net loss per share | |||||||||||||||||||||||||||||
The accompanying notes to the unaudited condensed consolidated financial statements are an integral part of these statements.
4
T STAMP INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(unaudited)
| For the three months ended June 30, | For the six months ended June 30, | ||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||
| 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 unaudited condensed consolidated financial statements are an integral part of these statements.
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T STAMP INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(unaudited)
FOR THE THREE MONTHS ENDED JUNE 30, 2026 AND 2025
| Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Non-controlling Interest | Total | ||||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||||||||
| Balance, April 1, 2025 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||
| Issuance of common stock in relation to vested restricted stock units and grants | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Currency translation adjustment | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Non-controlling Interest | Total | ||||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||||||||
| Balance, April 1, 2026 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||
| Issuance of common stock in relation to vested restricted stock units and grants | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||
| Issuance of shares of common stock in connection with acquisition of Lexverify Ltd. | ( | — | — | — | |||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Currency translation adjustment | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Net Loss | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Balance, June 30, 2026 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||
The accompanying notes to the unaudited condensed consolidated financial statements are an integral part of these statements.
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T STAMP INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(unaudited)
FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025
| Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Non-controlling Interest | Total | ||||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||||||||
| Balance, January 1, 2025 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||
| Issuance of common stock in relation to vested restricted stock units and grants | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||
| 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, June 30, 2025 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Non-controlling Interest | Total | ||||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||||||||
| Balance, January 1, 2026 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||
| Issuance of common stock in relation to vested restricted stock units and grants | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||
| Issuance of shares of common stock in connection with acquisition of Lexverify Ltd. | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Currency translation adjustment | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Net Loss | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Balance, June 30, 2026 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||
The accompanying notes to the unaudited condensed consolidated financial statements are an integral part of these statements.
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T STAMP INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
| For the six months ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| 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 | |||||||||||
| Stock-based compensation | |||||||||||
| Change in fair value of warrant liability | ( | ( | |||||||||
| Non-cash interest | |||||||||||
| Non-cash lease expense | |||||||||||
| Non-cash debt financing cost | |||||||||||
| Changes in assets and liabilities: | |||||||||||
Accounts receivable (including changes in related party balances of $( | ( | ( | |||||||||
| Note receivable, related party | |||||||||||
| Related party receivables | ( | ||||||||||
| Prepaid expenses and other current assets | ( | ||||||||||
| Other assets | ( | ( | |||||||||
| Accounts payable | |||||||||||
| Accrued expense | ( | ||||||||||
| Related party payables | ( | ||||||||||
| Deferred revenue | ( | ||||||||||
| Income tax payable | ( | ( | |||||||||
| Operating lease liabilities | ( | ( | |||||||||
| Net cash flows used in operating activities | ( | ( | |||||||||
| Cash flows from investing activities: | |||||||||||
| Cash acquired in acquisition of Lexverify, Ltd. | |||||||||||
| Capitalized internally developed software costs | ( | ( | |||||||||
| Cash consideration for CyberFish investment | ( | ||||||||||
| Patent application costs | ( | ( | |||||||||
| Purchases of property and equipment | ( | ( | |||||||||
| Net cash flows used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from loans | |||||||||||
| Forfeited common stock shares to satisfy taxes | ( | ( | |||||||||
| Proceeds from common stock, prefunded warrants, and common stock warrants, net of fees | |||||||||||
| Principal payments on loans | ( | ||||||||||
| 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 | $ | $ | |||||||||
| Supplemental disclosure of cash flow information: | |||||||||||
| Cash paid during the period for interest | $ | $ | |||||||||
| Supplemental disclosure of non-cash activities: | |||||||||||
| Total non-cash consideration for acquisition of Lexverify Ltd | $ | $ | |||||||||
| Accrued debt financing costs for notes payable | $ | $ | |||||||||
| Total non-cash consideration for CyberFish investment | $ | $ | |||||||||
| Accrued cash consideration for CyberFish investment | $ | $ | |||||||||
| Adjustment to operating lease right-of-use assets related to renewed leases | $ | $ | |||||||||
| Adjustment to operating lease operating lease liabilities related to renewed leases | $ | $ | |||||||||
| Non-cash contributions to equity method investment | $ | $ | |||||||||
The accompanying notes to the unaudited condensed consolidated financial statements are an integral part of these statements.
8
T STAMP INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. Description of Business, 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 large language models, 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.
Going Concern — The accompanying unaudited condensed 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 during the six months ended June 30, 2026 of $4.93 million, net operating cash outflows of $4.09 million for the same period, positive working capital of $6.88 million, and an accumulated deficit of $74.71 million as of June 30, 2026.
The Company’s ability to continue as a going concern in the next twelve months, following the date the unaudited condensed 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.
Basis of Presentation — The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). The accompanying unaudited condensed 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 unaudited condensed 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, Lexverify Ltd., Trust Stamp Nigeria Limited, Quantum Foundation, Trusted Mail Inc. (“Trusted Mail”), and Finnovation LLC (“Finnovation”). All significant intercompany transactions and accounts have been eliminated.
In the opinion of management, these unaudited condensed consolidated financial statements reflect all adjustments necessary (which adjustments are of a normal and recurring nature) for the fair presentation of the Company's financial position as of June 30, 2026 and December 31, 2025, and the results of operations for the three and six months ended June 30, 2026. The results of operations for the three and six months ended June 30, 2026 are not necessarily indicative of results expected for the full year. Certain information and footnote disclosures normally included in the unaudited condensed consolidated financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to the
9
rules and regulations of the SEC. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes to consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2025. The accounting policies employed are substantially the same as those shown in note 1 of the notes to consolidated financial statements included therein.
Variable Interest Entity — On April 9, 2023, 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. The Company has completed the process of administratively dissolving TSIH with the dissolution effective as of February 13, 2025.
Business Combinations — The Company accounts for business combinations using the acquisition method of accounting, which requires assets acquired and liabilities assumed to be recognized at their estimated fair values as of the acquisition date, including identifiable intangible assets. Any excess of the purchase consideration transferred over the estimated fair value of the net assets acquired is recorded as goodwill. The operating results of acquired businesses are included in the Company’s consolidated financial statements beginning on the acquisition date. Acquisition-related transaction costs are expensed as incurred.
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 June 30, 2026 the Company had $5.46 million deposits in excess of insured limits, meanwhile as of December 31, 2025, the Company had $5.45 million in U.S. bank accounts which exceeded insured limits. 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 unaudited condensed 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.
Three customers represented 86.86 %, or 38.50 %, 30.87 %, and 17.49 %, of the balance of total accounts receivable as of June 30, 2026 and two customers represented 85.34 %, or 46.93 % and 38.41 %, of the balance of total accounts receivable as of December 31, 2025. The Company seeks to mitigate its credit risk with respect to accounts receivable by regularly monitoring the aging of accounts receivable balances and contracting with large commercial customers. As of June 30, 2026 and December 31, 2025, the Company had not experienced any significant losses on its accounts receivable.
During the three months ended June 30, 2026, the Company sold to primarily two customers which made up approximately 88.94 % of total Net revenue, and consisted of 67.65 %, and 21.29 % from an S&P 500 Bank and a multinational telecommunications corporation operating in Africa, respectively.
During the three months ended June 30, 2025, the Company sold to primarily two customers which made up approximately 83.79 % of total Net revenue, and consisted of 52.92 %, and 30.87 % from an S&P 500 Bank and QID Technologies, LLC ("QID"), which is a related party to the Company, respectively.
During the six months ended June 30, 2026, the Company sold to primarily one customer, an S&P 500 Bank, which made up approximately 71.95 % of total Net revenue.
During the six months ended June 30, 2025, the Company sold to primarily two customers which made up approximately 82.14 % of total Net revenue, and consisted of 57.20 %, and 24.94 % from an S&P 500 Bank and QID, which is a related party to the Company, 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
10
derecognized from the consolidated balance sheet and any resulting gain or loss is recorded in the consolidated statements of operations in the period realized.
As of June 30, 2026, the Company determined that no Capitalized internal-use software was impaired. 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 Research and development during the year ended December 31, 2025.
Cost Method 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 measurement alternative permitted by ASC 321, recording the initial investment at cost and remeasures the investment to fair value when impaired or upon observable transaction prices. 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.
The Company evaluates the investment on a quarterly basis for indicators of impairment or observable price changes in orderly transactions for the same or similar investments.
Equity Method Investments — Equity method investments are accounted for in accordance with ASC 323, Investments — Equity Method and Joint Ventures ("ASC 323"). An investment in an entity in which the Company has significant influence over the entity’s financial and operating policies, but does not control, is accounted for using the equity method of accounting. Equity method investments are initially recorded at cost, and subsequently increased for capital contributions and allocations of net income, and decreased for capital distributions, allocations of net loss, or impairments. The Company’s proportionate share of the income or loss, after elimination of intra-entity transactions, if any, from equity method investments is recognized on a one-quarter lag. Net income (loss) from the equity method investment is allocated based on the Company’s economic interest.
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 was no impairment charge to Goodwill as of June 30, 2026 and December 31, 2025.
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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.
Under ASC 820, the fair value hierarchy ranks the inputs used in valuation techniques to determine fair value. The highest priority is assigned to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements), while the lowest priority is given to unobservable inputs (Level 3 measurements). It is important to note that the classification level of an investment does not necessarily reflect the risk involved in holding those securities. The fair value hierarchy consists of the following three levels:
•Level 1 – Inputs to the valuation are quoted prices available in active markets for identical investments as of the reporting date;
•Level 2 – Inputs to the valuation are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date; and
•Level 3 – Inputs to the valuation are unobservable inputs, which are to be used in situations where there is little or no market activity for the asset or liability and wherein the reporting entity makes estimates and assumptions related to the pricing of the asset or liability including assumptions regarding risk.
A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The estimated fair values of Cash and cash equivalents, Accounts receivable, Related party receivables, Prepaid expenses and other current assets, Other assets, Accounts payable, Related party payables, Accrued expenses, Deferred revenue, and Notes payable, at fair value approximate their carrying values. The Company evaluates the fair value of its non-financial assets and liabilities on a nonrecurring basis.
Warrant liabilities — 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.
Notes payable, at fair value — The Notes payable, at fair value includes a secured promissory note accounted for under the fair value option pursuant to ASC 825 in lieu of bifurcation of embedded features. The secured promissory note was recognized at fair value at issuance and subsequent changes in fair value will be recorded in the unaudited condensed consolidated statements of operations. The promissory note is measured at fair value in its entirety at each reporting date. Fair value of the secured promissory notes is determined using a multiple scenario-based valuation method, a “Level 3” fair value measurement. The significant inputs used in estimating the fair value of the promissory note include the estimated discount rate, expected term, and the outcome probability with respect to each scenario. All up front fees paid in cash were expensed as incurred, exclusive of the original issuance discount, which is embedded within the initial fair value. The Company did not perform a fair value remeasurement as of June 30, 2026 due to the limited passage of time and no known events or changes in circumstances that would materially affect the fair value between June 25, 2026 and June 30, 2026.
The following financial instruments were measured at fair value on a recurring basis:
| 46022 | ||||||||||||||||||||||||||
| Total | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||
| Liability for the November 9, 2016 Warrants (Note 3) | $ | $ | $ | $ | ||||||||||||||||||||||
| Liability for the December 16, 2016 Warrants (Note 3) | $ | $ | $ | $ | ||||||||||||||||||||||
| Total financial instruments measured at fair value on a recurring basis | $ | $ | $ | $ | ||||||||||||||||||||||
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| 46203 | ||||||||||||||||||||||||||
| Total | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||
Liability for the November 9, 2016 Warrants (Note 3) | $ | $ | $ | $ | ||||||||||||||||||||||
Liability for the December 16, 2016 Warrants (Note 3) | $ | $ | $ | $ | ||||||||||||||||||||||
Streeterville Promissory Note June 25, 2026 (Note 2) | $ | $ | $ | $ | ||||||||||||||||||||||
| Total financial instruments measured at fair value on a recurring basis | $ | $ | $ | $ | ||||||||||||||||||||||
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 June 30, 2026 and December 31, 2025, the Company did not have any related performance obligations for contracts with terms exceeding twelve months.
Disaggregation of Revenue
| For the three months ended June 30, | For the six months ended June 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Professional services (over time) | $ | $ | $ | $ | ||||||||||||||||||||||
| License fees (over time) | ||||||||||||||||||||||||||
| Net revenue | $ | $ | $ | $ | ||||||||||||||||||||||
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 unaudited condensed 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 unaudited condensed 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
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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 unaudited condensed 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 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 unaudited condensed consolidated financial statement disclosures.
Recently Adopted Accounting Pronouncements — On July 4, 2025, the One Big Beautiful Bill Act ("OBBA") was enacted into law. The OBBA contains several key tax law changes, including the permanent extension and modification of numerous provisions of the Tax Cuts and Jobs Act, as well as changes to international tax rules, depreciation, and certain credits and deductions. The legislation has multiple effective dates, with certain provisions retroactive to January 1, 2025, a significant number of provisions effective January 1, 2026, and others phased in through 2027 and beyond. In accordance with ASC 740, Income Taxes, the Company is required to recognize the effect of tax law changes in the period of enactment. The legislative changes did not have a material impact on the Company's unaudited condensed consolidated financial statements or related 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 adopted this standard as of January 1, 2026, and the guidance did not have a material impact on its unaudited condensed consolidated financial statements or related disclosures.
2. Borrowings
Promissory Notes Payable
| June 30, 2026 | December 31, 2025 | ||||||||||
| 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, 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
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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 June 30, 2026, the balance received was $913 thousand which includes changes in foreign currency rates.
The Company will pay an annual interest rate of 2 % over the European Central Banks (ECB) base rate as set on the beginning of the year in review. If the ECB rate is below negative 1 %, the interest rate shall be fixed at 1 %. The Company will repay a minimum of 10 % of Trust Stamp Malta’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 does not have any revenue-generating contracts and therefore, we do not believe any amounts shall be classified as current. The Malta loan interest rate decreased from 5.15 % for the six months ended June 30, 2025 to 4.15 % for the six months ended June 30, 2026.
Secured Promissory Notes
| June 30, 2026 | December 31, 2025 | ||||||||||
| 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 | $ | $ | |||||||||
SentiLink Promissory Note 2024 — 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 $3.00 million. Interest expense accrued from the date of this promissory note on the unpaid principal amount at a rate equal to 14 % per annum, computed as simple interest on the basis of a year of 365 days. On January 10, 2025 the Company repaid the secured promissory note in full totaling $3,069,041 , including $69,041 of total interest expense.
| June 30, 2026 | December 31, 2025 | ||||||||||
Streeterville Capital LLC loan agreement - July 1, 2025 | $ | $ | |||||||||
| Interest added to principal | |||||||||||
| Total principal and interest outstanding | |||||||||||
| Less: payments | ( | ||||||||||
| Total secured promissory note payable | $ | $ | |||||||||
Streeterville Promissory Note 2025 — On July 1, 2025, the Company received a loan from Streeterville Capital LLC pursuant to a Secured Promissory Note in the principal amount of $2.21 million. The purchase price of the note was $2,000,000 and carried an original issue discount of $200 thousand and legal fees incurred in connection with the purchase and sale of the note of $10 thousand. The note accrues interest at nine percent (9 %) per annum and is due and payable on November 1, 2026. The Company may prepay all or a portion of the outstanding principal and interest of the note at any time. On October 1, 2025 the Company repaid the Secured Promissory Note in full totaling $2,261,413 , including $51,413 of total interest expense. As of June 30, 2026, the Secured Promissory Note balance was $0 .
| June 30, 2026 | December 31, 2025 | ||||||||||
Streeterville Capital LLC loan agreement - June 25, 2026 | $ | $ | |||||||||
Fair value adjustment | |||||||||||
Total principal outstanding | |||||||||||
| Less: payments | |||||||||||
| Total secured promissory note payable | $ | ||||||||||
Streeterville Promissory Note 2026 — On June 25, 2026, the Company entered into a note purchase agreement with Streeterville Capital LLC, (the "Lender") pursuant to which the Company issued a secured promissory note to the investor in the principal amount of $5,510,000 . The note carried an original issue discount of $500,000 and $10,000 for the Lender's
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legal fees incurred in connection with the purchase and sale of the note. The note accrues interest at nine percent (9 %) per annum. Beginning on June 25, 2027, the Lender can demand that 1/8th of the outstanding balance be repaid each month. All principal and interest on this note is due and payable on the maturity date, June 25, 2028.
The secured promissory note is accounted for under the fair value option pursuant to ASC 825 in lieu of bifurcation of embedded features. The promissory note is measured at fair value in its entirety at each reporting date, with changes in fair value recognized in earnings, except that any portion of the change in fair value attributable to changes in the Company's own instrument-specific credit risk is recognized in other comprehensive, if applicable. Any upfront fees paid in cash will be expensed as incurred, exclusive of the original issuance discount, which is embedded within the initial fair value.
The secured promissory note was issued at arm’s-length with no other transaction elements warranting accounting recognition, thus, cash proceeds received equal the fair value at inception. The Company did not perform a fair value remeasurement as of June 30, 2026 due to the limited passage of time and no known events or changes in circumstances that would materially affect the fair value between June 25, 2026 and June 30, 2026. As such, the secured promissory note balance was $5,000,000 as of June 30, 2026.
3. Warrants
| Warrants Outstanding | Weighted Average Exercise Price Per Share | Weighted Average Remaining Contractual Life (years) | Aggregate Intrinsic Value | ||||||||||||||||||||
| Balance as of January 1, 2026 | $ | $ | |||||||||||||||||||||
| Warrants issued | |||||||||||||||||||||||
| Warrants exercised | |||||||||||||||||||||||
| Warrants canceled and forfeited | |||||||||||||||||||||||
| Warrant liability variable share change | |||||||||||||||||||||||
| Balance as of June 30, 2026 | $ | $ | |||||||||||||||||||||
| Warrants exercisable as of June 30, 2026 | $ | $ | |||||||||||||||||||||
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, 2025 to June 30, 2026:
| Warrants ($) | |||||
| Balance as of January 1, 2025 | $ | ||||
| Additional warrants issued | |||||
| Change in fair value | ( | ||||
| Balance as of December 31, 2025 | $ | ||||
| Additional warrants issued | |||||
| Change in fair value | ( | ||||
| Balance as of June 30, 2026 | $ | ||||
On November 9, 2016, 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. 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
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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 June 30, 2026.
As of June 30, 2026, the number of warrants exercisable under this agreement amount to 523,013 , representing an increase of 203,319 compared to 319,694 as of December 31, 2025. The change is solely due to the change in the variable share settlement associated with the warrant liability terms.
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 expire 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 June 30, 2026, the warrant liability is recorded at $512 which is a $953 decrease, recorded to Change in fair value of warrant liability, from the balance of $1,465 as of December 31, 2025.
The following assumptions were used to calculate the fair value of the warrant liability:
| June 30, 2026 | December 31, 2025 | ||||||||||
| Fair value | $ | $ | |||||||||
| Exercise price | $ | $ | |||||||||
| Risk free interest rate | |||||||||||
| Expected dividend yield | % | % | |||||||||
| Expected volatility | |||||||||||
| Expected term | |||||||||||
Equity Classified Warrants
| Warrant Issuance Date | Strike Price | June 30, 2026 | December 31, 2025 | |||||||||||||||||
| November 9, 2016 | $ | |||||||||||||||||||
| September 3, 2024 | $ | |||||||||||||||||||
| September 3, 2024 | $ | |||||||||||||||||||
| September 10, 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.
The warrants to purchase the remaining 5,342 shares of the Company’s Class A Common Stock remain outstanding as of June 30, 2026.
September 3, 2024
On September 3, 2024, the Company entered into a securities purchase agreement with a single institutional investor to purchase 95,494 shares of Class A Common Stock, par value $0.01 of the Company (or pre-funded warrants in lieu
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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 $0.0150 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 initial exercise 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 June 30, 2026.
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 have an exercise price of $4.8345 per share, are exercisable upon receipt of shareholder approval on November 18, 2024, 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. This deemed dividend is added to Net loss 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 June 30, 2026.
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 June 30, 2026, 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, to issue shares certain warrants to purchase 250,930 shares of Class A Common Stock, with an exercise price equal to $3.4095 , subject to adjustment in certain circumstances. The 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 June 30, 2026.
December 5, 2024
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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 $8.1000 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 Pre-Funded Warrants and is net of placement fees, legal expenses, and audit expenses totaling $290 thousand. The 139,000 shares of Class A Common Stock were issued on December 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 June 30, 2026.
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 .
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 June 30, 2026.
October 31, 2025
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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 per share (collectively, the “New Warrants”) in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933; and (iii) exchange all 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 June 30, 2026.
4. Investments
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 utilize 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 $5,000,000 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 number a sufficient number of shares at all times to allow the Company to fully exercise the Prepaid Warrant. The Prepaid Warrant has certain anti-dilution protections, whereby the number of shares issuable upon the exercise of the Prepaid Warrant will proportionately adjust in the case of a stock-split or stock dividend of Boumarang’s common stock.
The investment in Boumarang was recorded in accordance with ASC 321, Investments – Equity Securities (“ASC 321”). Under this guidance, investments in equity securities in privately-held companies without readily determinable fair values are generally recorded at cost, plus or minus subsequent observable price changes in identical or similar investments, less impairments. The Company elected the measurement alternative permitted by ASC 321, recording the initial investment at
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cost and remeasures the investment to fair value when impaired or upon observable transaction prices. 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 assesses the investment for impairment in accordance with ASC 321. As of December 31, 2025, the Company recorded $360 thousand to Other expenses, for impairment of the Boumarang prepaid warrant and common stock investment as a result of a change in fair value identified by qualitative assessment. As of June 30, 2026, there was no additional impairment and the carrying value of the Boumarang investment was $359,605 .
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
Activity recorded for the Company’s equity method investment in QID and CyberFish as of June 30, 2026 and December 31, 2025 is summarized in the following table:
| QID Technologies, LLC | CyberFish CyberPsychology Solutions Ltd | Total Equity Method Investments | |||||||||||||||
| 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 | |||||||||||||||||
| Portion of operating losses recognized | ( | ( | ( | ||||||||||||||
| Change in T Stamp Inc's basis | |||||||||||||||||
| Equity investment carrying amount at June 30, 2026 | $ | $ | $ | ||||||||||||||
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 $1.00 million 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 final payment for the promissory note was made on April 30, 2025.
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 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 unaudited condensed consolidated balance sheet. Due to the timing and availability of QID’s financial information, the Company is recording its
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proportionate share of losses from QID on a one quarter lag basis. QID’s summary balance sheet information as of March 31, 2026 is below:
| March 31, 2026 | September 30, 2025 | ||||||||||
| Current assets | $ | $ | |||||||||
| Noncurrent assets | |||||||||||
| Current liabilities | |||||||||||
| Noncurrent liabilities | |||||||||||
| Equity | $ | $ | |||||||||
During the six months ended June 30, 2026, the Company recorded $85 thousand of QID's net loss which depleted the QID investment balance to $0 as of June 30, 2026. The Company will track its proportionate share of losses in a memo account and will resume recording a proportionate share of income only when losses have been fully offset. During the six months ended June 30, 2025, the Company recorded $35 thousand of QID's net loss. Results for QID’s operations for the three and six months ended March 31, 2026 and 2025 are summarized below:
| For the three months ended March 31, | For the six months ended March 31, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
Revenues | $ | $ | $ | $ | |||||||||||||||||||
Costs and expenses | |||||||||||||||||||||||
Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
The Company held a weighted average of 10 % of QID’s equity during the six months ended June 30, 2026.
CyberFish CyberPsychology Solutions Ltd Share Purchase Agreement, Shareholders Agreement — On March 9, 2026, Trust Stamp Malta Limited entered into a share purchase agreement with CyberFish CyberPsychology Solutions Ltd, a private company incorporated in England and Wales (“CyberFish”). Pursuant to the share purchase agreement, 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 at closing (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 totaling £134,048 or $179,624 , 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 Company recorded the Total Consideration to Investments on its unaudited condensed consolidated balance sheet of €219,635 or $254,600 . As of June 30, 2026, the investment balance is €218,736 or $249,656 with the change attributable to a loss of €889 or $1,035 related to the Company recording its proportionate share of losses from CyberFish and the remaining change solely attributable to foreign currency fluctuation. Due to the timing and availability of CyberFish’s financial information, the Company recognizes its proportionate share of CyberFish losses on a one quarter lag basis.
During the six months ended June 30, 2026 the Company recorded $18 thousand in Net revenue as a result of development services provided. As of June 30, 2026, the Company recorded $159 thousand in Deferred revenue from CyberFish due to deferred development services in relation to the Non-cash Consideration in line with the CyberFish share purchase agreement.
Since closing the share purchase agreement and during the six months ended June 30, 2026, the Company held a weighted average of 50 % of CyberFish’s equity and held one of two seats on CyberFish’s Board of Directors. CyberFish’s Board of Directors decisions require unanimous consent, which affords each shareholder substantive participation rights over the activities that most significantly affect CyberFish’s economic performance, including strategic direction, budgets, and financing decisions. The Company has determined that it does not have the ability to control CyberFish's operations, but rather exercises significant influence over CyberFish through its representation on the board of directors and its voting interest; accordingly, the Company accounts for its investment in CyberFish under the equity method of accounting.
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5. Balance Sheet Components
Prepaid expenses and other current assets
Prepaid expenses and other current assets as of June 30, 2026 and December 31, 2025 consisted of the following:
| June 30, 2026 | December 31, 2025 | ||||||||||
| Prepaid operating expenses | $ | $ | |||||||||
| Prepaid software | |||||||||||
| Value added tax receivable | |||||||||||
| Rent deposit | |||||||||||
| Tax credit receivable (short-term) | |||||||||||
| Miscellaneous receivable | |||||||||||
| Prepaid expenses and other current assets | $ | $ | |||||||||
Capitalized internal-use software, net
Capitalized internal-use software, net as of June 30, 2026 and December 31, 2025 consisted of the following:
| Useful Lives | June 30, 2026 | December 31, 2025 | |||||||||||||||
| Internally developed software | $ | $ | |||||||||||||||
| Less: Accumulated depreciation | ( | ( | |||||||||||||||
| Capitalized internal-use software, net | $ | $ | |||||||||||||||
Amortization expense is recognized on a straight-line basis and during the three months ended June 30, 2026 and 2025 totaled $172 thousand and $151 thousand, respectively.
Amortization expense during the six months ended June 30, 2026 and 2025 totaled $339 thousand and $293 thousand, respectively.
Property and equipment, net
Property and equipment, net as of June 30, 2026 and December 31, 2025 consisted of the following:
| Useful Lives | June 30, 2026 | December 31, 2025 | |||||||||||||||
| 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 during the three months ended June 30, 2026 and 2025 totaled $8 thousand and $6 thousand, respectively.
Depreciation expense during the six months ended June 30, 2026 and 2025 totaled $15 thousand and $12 thousand, respectively.
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Accrued expenses
Accrued expenses as of June 30, 2026 and December 31, 2025 consisted of the following:
| June 30, 2026 | December 31, 2025 | ||||||||||
| Compensation payable | $ | $ | |||||||||
| Commission liability | |||||||||||
| Accrued legal and professional fees | |||||||||||
| Accrued employee taxes | |||||||||||
| Accrued patent | |||||||||||
| Other accrued liabilities | |||||||||||
| Accrued expenses | $ | $ | |||||||||
6. Goodwill and Intangible Assets, Net
The balance of Goodwill was $1,473,194 as of June 30, 2026. The carrying amount of Goodwill for the six months ended June 30, 2026 has increased by £166,362 or $224,530 due to the purchase price allocation from the acquisition of Lexverify Ltd described further in Note 13.
The Company had a balance of $85 thousand as of June 30, 2026 for Development technology representing Lexverify's proprietary AI software purchased through the acquisition of Lexverify Ltd described further in Note 13.
Development technology amortization expense is recognized on a straight-line basis and during the three months ended June 30, 2026 and 2025 totaled $8 thousand and $0 , respectively.
Development technology amortization during the six months ended June 30, 2026 and 2025 totaled $11 thousand and $0 , respectively.
Intangible assets, net as of June 30, 2026 and December 31, 2025 consisted of the following:
| Useful Lives | June 30, 2026 | December 31, 2025 | |||||||||||||||
| Patent application costs | $ | $ | |||||||||||||||
| Trade name and trademarks | |||||||||||||||||
| Intangible assets, gross | |||||||||||||||||
| Less: Accumulated amortization | ( | ( | |||||||||||||||
| Intangible assets, net | $ | $ | |||||||||||||||
Intangible asset amortization expense is recognized on a straight-line basis and during the three months ended June 30, 2026 and 2025 totaled $29 thousand and $32 thousand, respectively.
Intangible asset amortization during the six months ended June 30, 2026 and 2025 totaled $61 thousand and $66 thousand, respectively.
Estimated future amortization expense of Intangible assets, net is as follows:
| Years Ending December 31, | Amount | |||||||
| 2026 | $ | |||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
Total future amortization | $ | |||||||
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7. Net Loss per Share Attributable to Common Stockholders
The following table presents the calculation of basic and diluted net loss per share:
| For the three months ended June 30, | For the six months ended June 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Numerator: | ||||||||||||||||||||||||||
| Net loss attributable to common stockholders | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| Denominator: | ||||||||||||||||||||||||||
| Weighted average shares used in computing net loss per share attributable to common stockholders | ||||||||||||||||||||||||||
| Net loss per share attributable to common stockholders | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
The following potentially dilutive securities were excluded from the computation of diluted net loss per share calculations for the periods presented because the impact of including them would have been anti-dilutive:
| June 30, 2026 | December 31, 2025 | ||||||||||
| Options, RSUs, and grants | |||||||||||
| Warrants | |||||||||||
| Total | |||||||||||
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8. 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.
Stock Options
The following table summarizes stock option activity as of June 30, 2026:
| 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 granted | |||||||||||||||||||||||
| Options exercised | |||||||||||||||||||||||
| Options canceled and forfeited | ( | ||||||||||||||||||||||
| Balance as of March 31, 2026 | |||||||||||||||||||||||
| Options granted | |||||||||||||||||||||||
| Options exercised | |||||||||||||||||||||||
| Options canceled and forfeited | ( | ||||||||||||||||||||||
| Balance as of June 30, 2026 | |||||||||||||||||||||||
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 three and six months ended June 30, 2026 and 2025 was $0
The weighted average grant-date fair value of options granted during the six months ended June 30, 2026 and 2025 was $0.96 and $2.07 per share, respectively. The total grant-date fair value of options that vested during the six months ended June 30, 2026 and 2025 was $4 thousand and $4 thousand, respectively.
The following assumptions were used to calculate the fair value of options granted during the six months ended June 30, 2026 and 2025:
| For the six months ended June 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Fair value of Class A Common Stock | $ | $ | ||||||||||||
| Exercise price | $ | $ | ||||||||||||
| Risk free interest rate | ||||||||||||||
| Expected dividend yield | % | % | ||||||||||||
| Expected volatility | ||||||||||||||
| Expected term | ||||||||||||||
As of June 30, 2026, the Company had 12,417 stock options outstanding of which all are fully vested options.
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The Company recognized $2 thousand and $1 thousand in stock option expense during the three months ended June 30, 2026 and 2025, respectively.
The Company recognized $4
Stock Grants
As of June 30, 2026, the Company had 33,198 common stock grants outstanding of which 27,579 were vested but not issued and 5,619 were not yet vested. All granted and outstanding common stock grants will fully vest by June 30, 2027.
The Company recognized $19 thousand and $71 thousand in common stock grant expense during the three months ended June 30, 2026 and 2025, respectively.
The Company recognized $39 thousand and $160 thousand in common stock grant expense during the six months ended June 30, 2026 and 2025, respectively. As of June 30, 2026, the Company has $11 thousand unrecognized stock-based compensation related to common stock grants that will be recognized over the next year
RSUs
As of June 30, 2026, the Company had 411,876 RSUs outstanding of which 14,233 were vested but not issued and 397,643 were not yet vested. All granted and outstanding RSUs will fully vest by January 2, 2027.
The Company recognized $285 thousand and $193 thousand in RSU expense during the three months ended June 30, 2026 and 2025, respectively.
The Company recognized $523 thousand and $235 thousand in RSU expense during the six months ended June 30, 2026 and 2025, respectively. As of June 30, 2026, the Company has $693 thousand unrecognized stock-based compensation related to RSUs, to be recognized over the following months before January 2, 2027
A summary of outstanding RSU activity as of June 30, 2026 is as follows:
| RSU Outstanding Number of Shares | |||||
| Balance as of January 1, 2025 | |||||
| Granted | |||||
| Vested (issued) | ( | ||||
| Forfeited | ( | ||||
| Balance as of December 31, 2025 | |||||
| Granted | |||||
| Vested (issued) | |||||
| Forfeited | |||||
| Balance as of March 31, 2026 | |||||
| Granted | |||||
| Vested (issued) | ( | ||||
| Forfeited | ( | ||||
| Balance as of June 30, 2026 | |||||
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Stock-based compensation expense
Our consolidated statements of operations include stock-based compensation expense as follows:
| For the three months ended June 30, | For the six months ended June 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Cost of services | $ | $ | $ | $ | ||||||||||||||||||||||
| Research and development | ||||||||||||||||||||||||||
| Selling, general, and administrative | ||||||||||||||||||||||||||
| Total stock-based compensation expense | $ | $ | $ | $ | ||||||||||||||||||||||
The Company recognized a total of $566 thousand and $399 thousand in stock-based compensation expense during the six months ended June 30, 2026 and 2025, respectively. During the six months ended June 30, 2025, the total stock-based compensation included $131 thousand related to prepaid services paid in stock-based compensation. The Company recognized a total of $265 thousand in stock-based compensation expense during the three months ended June 30, 2025 of which $57 thousand was related to prepaid services paid in stock-based compensation.
9. Related Party Transactions
Related Party Payables
There were related party payables of $87 thousand and $102 thousand as of June 30, 2026 and December 31, 2025, respectively. The related party payables as of June 30, 2026 and December 31, 2025 primarily relate to amounts owed to contractors that maintain full time employment relationships with the Company and smaller amounts payable to members of management as expense reimbursements.
Related Party Receivables
Related party receivables of $19 thousand and $15 thousand as of June 30, 2026 and December 31, 2025, respectively, are primarily related to amounts due from an employee loan and smaller amounts due from employee.
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 with CyberFish CyberPsychology Solutions Ltd, a private company incorporated in England and Wales (“CyberFish”) CyberFish. As one of CyberFish's Directors serves as a member of the Board of Directors of T Stamp Inc., CyberFish is considered a related party. Pursuant to the share purchase agreement, 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 at closing (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 totaling £134,048 or $179,624 , 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. Upon execution of the transaction and establishing the contract under ASC 606, the Company recognized revenues of $39 thousand related to services provided during the quarter and prior to the Effective Date, and the remaining $162 thousand Deferred revenue balance will be recognized as costs are incurred with delivering services to the customer.
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 thousand or $87 thousand per year, payable in twelve equal monthly installments.
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During the three and six months ended June 30, 2026 the Company paid CyberFish the amount of $0 and $21 thousand for services provided by CyberFish to the Company.
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 June 30, 2026 and December 31, 2025, the Company had outstanding billings owed from QID of $359,929 and $360,423 , respectively.
Mutual Channel Agreement
On November 15, 2020, the Company entered into a Mutual Channel Agreement with Vital4Data, Inc., a company at which one of our Directors serves as Chief Executive Officer. Pursuant to the agreement, the Company engaged Vita4Data, Inc. as a non-exclusive sales representative for the Company’s products and services. Vital4Data, Inc. is entitled to compensation in the form of commissions, receiving a 20 % of commission-eligible on Net revenue from sales generated by Vital4Data, Inc. in the first year of the contract term, which is reduced to 10 % in the second year, and 5 % in the third year. The Company has not earned or expensed any commissions pursuant to the Vital4Data, Inc. agreement to date. As of June 30, 2026 and December 31, 2025, the Vital4Data, Inc. commission due was $0
Channel Partnership Agreement
10. 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.
On January 25, 2022, the Company entered into an 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 thousand or $146 thousand, 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. During the six months ended June 30, 2026 and 2025, the Company incurred no expenses that are reimbursable under the grant. As of June 30, 2026, no amounts provided under this grant were received.
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,
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2024. The grant funds shall be transferred into three separate tranches: Pre-financing (50 %) resulting in €38 thousand or $40 thousand, interim financing 30 % resulting in €23 thousand or $24 thousand, and retention (20 %) resulting in €15 thousand or $16 thousand. On May 3, 2024 the Company received the pre-financing tranche, meanwhile on April 2, 2026 the Company received the interim financing tranche. The Company recognized $39 thousand as grant income related to these grants during the six months ended June 30, 2026. As a result, the Company recorded €13 thousand or $15 thousand and €25 thousand or $29 thousand to deferred revenue as of June 30, 2026 and December 31, 2025, 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 six months ended June 30, 2026, the Company recognized €36 thousand or $41 thousand, recorded to other income, in line with the percentage of completion which was obtained by the respective project managers responsible for the project. The Company did not record any balance to deferred revenue as of June 30, 2026 and €36 thousand or $42 thousand to deferred revenue as of June 30, 2025, respectively.
11. 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 June 30, 2026, 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 | June 30, 2026 | |||||||
| Weighted average remaining lease term | ||||||||
| Weighted average discount rate | % | |||||||
Balance sheet information related to leases as of as of June 30, 2026 and December 31, 2025 was as follows:
| June 30, 2026 | December 31, 2025 | ||||||||||
| 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 | $ | $ | |||||||||
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Future maturities of ASC 842 lease liabilities as of June 30, 2026 are as follows:
| Years Ending June 30, | 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 unaudited condensed consolidated statement of operations for the three and six months ended June 30, 2026 and 2025 as follows:
| For the three months ended June 30, | For the six months ended June 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Operating lease expense – fixed payments | $ | $ | $ | $ | ||||||||||||||||||||||
| Short term lease expense | ||||||||||||||||||||||||||
| Total lease expense | $ | $ | $ | $ | ||||||||||||||||||||||
Supplemental cash flows information related to leases was as follow:
| For the six months ended June 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | ||||||||||||||
| Operating cash flows from operating leases | $ | ( | $ | ( | ||||||||||
During the six months ended June 30, 2026, the Company did not incur variable lease expense.
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.
12. 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 unaudited condensed consolidated financial statements. The Company currently operates in one reportable segment, artificial intelligence-powered solutions. The artificial intelligence-powered solutions segment generates revenue primarily from software licenses, professional services, and recurring Software-as-a-Service ("SaaS") revenue. The Company determined that providing the geographic information is impracticable as consolidated financial results are evaluated regardless of the location.
The Company’s Chief Operating Decision Maker (the "CODM") is the Chief Executive Officer (CEO). Our CODM uses the segment information primarily to evaluate the profitability and strategic growth potential of the segment. The reported measures of profit or loss are evaluated at the consolidated financial level and is benchmarked against historical performance and expectations. The CODM does not distinguish between markets or segments for the purpose of internal reporting. Based on this analysis, the CODM evaluates strategic decisions such as investing in new technologies or reallocating operational resources, particularly workforce-related expenses.
Our CODM assesses performance and makes operating decisions through review of the Company's revenues and expenses at the consolidated level as disclosed in our unaudited condensed consolidated statements of operations. Segment assets are disclosed in the unaudited condensed consolidated balance sheets.
13. Acquisition
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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 by and among the Company and the shareholders of Lexverify. 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") on the acquisition date was $400,000 and is payable entirely in shares of the Company’s Class A Common Stock, par value $0.01 per share (the “Common Stock”), totaling 157,508 Common Stock 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 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. In addition, on May 28, 2026, another issuance of 39,377 shares of Common stock were issued to the Sellers. As of August 12, 2026, the shares of Common Stock to satisfy the remaining Deferred Consideration remain to be issued by the Company to the stockholders of Lexverify.
We recognized the assets and liabilities for this acquisition based on our fair value estimates of their acquisition date. Based on the allocation of the fair value of the acquisition price, measurement period adjustments, and subject to any working capital adjustments, the amount of goodwill was estimated to be £166,362 or $224,530 . Goodwill represents the excess of the acquisition price fair value over the fair values of the tangible and identifiable intangible assets acquired and liabilities assumed, which is essentially the forward earnings potential of the acquired entities. Goodwill will not be amortized but will be tested at least annually for impairment. Lexverify is reported within the Company’s one operating segment.
The Company allocated the purchase price based on the fair value of the assets acquired and liabilities assumed at the Lexverify acquisition date as follows:
| As of February 27, 2026 | ||||||||
| Cash | $ | |||||||
| Accounts receivable | ||||||||
| Prepayments and other current assets | ||||||||
| Property and equipment, net | ||||||||
| Developed technology | ||||||||
| Total identifiable assets acquired | ||||||||
| Accounts payable and other current liabilities | ( | |||||||
| Total liabilities assumed | ( | |||||||
| Net identifiable assets acquired | $ | |||||||
The results of operations of Lexverify have been included in the unaudited condensed consolidated financial statements of the Company as of February 27, 2026, the closing date of the acquisition. During the six months ended June 30, 2026, results of operations included $3,216 in Net revenue and $176,327 in Net loss. The Company is not providing supplemental pro forma disclosures for this acquisition as it does not materially contribute to the consolidated operations of the Company.
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Item 2. 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 unaudited condensed consolidated financial statements and the accompanying notes thereto included elsewhere in this Quarterly Report on Form 10-Q and with our audited consolidated financial statements and the accompanying notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025, as previously filed with the Commission. 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. 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 increase efficiency, 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. While the Company remains committed to the long-term potential of its original focus on the US financial services market, the Company has diversified its target markets. This process has included:
•Acquiring ownership of Lexverify Ltd. and a 50% ownership interest in CyberFish CyberPsychology Solutions Ltd (both companies in the United Kingdom).
•Launching our Sovereign-AI initiative leveraging (inter alia) the expertise gained from the Lexverify acquisition.
•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 while adding senior business development advisors in the United Kingdom, 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
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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 by adding SOC2 certification to our NCSC Cyberessentials Plus certification and in the process of 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) and NCSC Cyberessentials certification.
•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 technology companies in establishing a presence in South Korea and expanding across the broader Asia-Pacific region.
•Establishing go-to-market partnerships with partners in Nigeria and Ghana.
•Participation in the Trust Valley program in the Geneva region of Switzerland.
•Participation in the Founders Arena wealth management program.
Recent Developments
Secured Promissory Note
On June 25, 2026, T Stamp Inc. entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with Streeterville Capital LLC (the “Investor”) pursuant to which the Company issued a Secured Promissory Note (the “Note”) to the Investor in the principal amount of $5,510,000.
The Note carries an original issue discount of $500,000 (the “OID”). In addition, Company agreed to pay $10,000 to the Investor to cover Investor’s legal fees, accounting costs, due diligence, monitoring and other transaction costs incurred in connection with the purchase and sale of the Note (the “Transaction Expense Amount”). The OID and Transaction Expense Amount were included in the initial principal balance of the Note. The purchase price of the Note, therefore, was $5,000,000, computed as follows: $5,510,000 initial principal balance, less the OID, less the Transaction Expense Amount.
The Note accrues interest at nine percent (9%) per annum and is due and payable on June 25, 2028. The Company may prepay all or a portion of the outstanding principal and interest of the Note at any time. In addition, any time the Company receives any money in connection with any fundraising or financing transaction (including, but not limited to, any warrant exercises, “at the market” financing, equity line of credit or debt financing), it must immediately make a mandatory prepayment to the Investor in an amount equal to the lesser of (a) fifty percent (50%) of the amount raised in such transaction, and (b) the total outstanding balance due under the Note as of the closing date of such financing, payable within two (2) trading days of receiving such amount.
Further, beginning on June 25, 2027 (the “Redemption Start Date), the Investor has the right, in its sole discretion, to redeem up to a specified maximum monthly amount due under the Note by delivering one or more written redemption notices to the Company. Upon receipt of a redemption notice, the Company is required to pay the applicable redemption amount plus an Exit Fee (as defined further below) in cash within two trading days. If, by the end of any month following the Redemption Start Date, the Company has not reduced the outstanding balance by at least the maximum monthly redemption amount, the Company must pay the shortfall (plus the Exit Fee) in cash by the fifth day of the following month. Failure to do so will result in an automatic increase of the outstanding balance by 1% as of such date.
All payments made under this Note on or after December 25, 2026 (including, but not limited to, repayment of the Note at maturity or thereafter) will be subject to an exit fee of seven percent (7%) of the portion of the outstanding balance being repaid (the “Exit Fee”).
The Note includes customary default trigger events, including, among others: (i) failure by the Company to timely make payments due under the Note; (ii) bankruptcy or insolvency events involving the Company; (iii) the execution or consummation of a "Fundamental Transaction" (i.e. a merger, sale of all or substantially all assets, change of control, recapitalization, or other business combination or restructuring involving the Company or its subsidiaries that results in a
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change in voting power or asset ownership without full repayment of the Note); (iv) breaches of covenants or other agreements in the Note or related transaction documents; (v) material misstatements of representations or warranties; and (vi) entry of certain judgments against the Company. Upon the occurrence of a trigger event, the Investor may elect to increase the outstanding balance of the Note or require the Company to cure the event within five trading days. If uncured, the trigger event becomes an event of default. Upon an event of default, the Investor may accelerate the Note, making the outstanding balance immediately due and payable at the “Mandatory Default Amount,” and interest will begin accruing at a default interest rate of 22% per annum (or the maximum rate permitted by law). Certain insolvency-related trigger events result in an automatic default and acceleration without notice. Following an event of default, the Investor also has the right to seek injunctive relief prohibiting the Company from issuing shares of its common stock or preferred stock to any party unless fifty percent (50%) of the gross proceeds of such issuance are simultaneously used to repay the Note, and to seek injunctive relief preventing the Company from consummating any Fundamental Transaction if the Note is not being repaid in full upon consummation of the Fundamental Transaction. The Note also includes a waiver of offset and counterclaim rights by the Company.
Pursuant to the Note Purchase Agreement, the Company has agreed to certain additional covenants that remain in effect until all obligations under the Note, Note Purchase Agreement, and Security Agreement (collectively, the “Transaction Documents”) are paid and performed in full. The Company may not, without the prior written consent of the Investor (which consent may be granted or withheld in the Investor’s sole and absolute discretion): (i) issue or incur any debt obligations, other than ordinary-course trade payables, or issue any convertible securities, variable-price securities, or securities with price reset provisions; or (ii) grant any lien, security interest, or encumbrance on any of the Company’s assets to any third party. At-the-market facilities, fixed-price primary equity offerings, and warrants without variable pricing mechanics are not subject to this restriction. In addition, if the Company enters into any future financing with terms that are more economically favorable to the new investor than those provided to the Investor in the Transaction Documents, the Investor has the right to require that such more favorable terms be incorporated into the Transaction Documents on a retroactive basis.
The Company’s obligations under the Note are secured by all of Company’s assets as further described in the related Security Agreement between the Company and the Investor filed as Exhibit 10.50 to this Quarterly Report.
The foregoing is intended to be a summary of the Note Purchase Agreement, the Note, and the Security Agreement, and is qualified by reference to each of these documents which are filed as Exhibits 10.48, 10.49, and 10.50 to this Quarterly Report.
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).
Sovereign AI
The Company believes that its initiative to provide the development and deployment of Sovereign AI models represents a substantial market opportunity for which the Company is well positioned given our 9-year experience in developing proprietary AI models for deployments in-the-cloud, on premises and on mobile devices.
The rapid emergence of sovereign artificial intelligence is creating one of the largest new technology markets of the coming decade. Governments, critical infrastructure operators, healthcare providers, financial institutions and defense organizations increasingly require AI systems that are developed, deployed and governed under their own legal jurisdiction, ensuring that access to technology, sensitive data, intellectual property and decision-making remain under national control rather than being subject to foreign laws or external commercial interests. Independent market research estimates the global sovereign AI market will exceed US$48 billion in 2026 and grow to approximately US$180 billion by 2033, while Europe is making digital sovereignty a strategic priority through major investments in sovereign AI infrastructure and cloud capacity. Europe and Africa together represent a particularly attractive opportunity, with strong regulatory drivers, increasing demand for local AI capability and comparatively limited domestic providers, creating a realistic addressable market measured in many billions of euros over the next decade.
Recent admissions by the operators and independent research have demonstrated that frontier AI models can exhibit unexpected and potentially harmful behaviors when given broad autonomy or exposed to adversarial inputs. Independent
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studies have documented instances of models attempting to circumvent restrictions, conceal their reasoning, exploit software vulnerabilities, or pursue objectives in ways not anticipated by their developers. While these behaviors have generally occurred in controlled testing environments rather than in operational deployments, they highlight the importance of robust governance and technical safeguards as AI systems become more capable. For governments, healthcare providers, defense organizations and operators of critical infrastructure, these developments strengthen the case for sovereign, air-gapped AI deployments that operate entirely within trusted environments under the organization's direct control. Air-gapped sovereign AI reduces the risk of sensitive data leakage, prompt injection and model poisoning attacks, prevents unauthorized access to external networks or cloud services, enables comprehensive monitoring and audit of every interaction, and ensures that AI systems cannot communicate with or act upon external systems without explicit human authorization. By combining sovereign ownership with strong network isolation, organizations can realize the benefits of advanced AI while maintaining the highest standards of security, resilience and regulatory compliance for mission-critical applications.
As frontier AI models become recognised as strategically important technologies, access to the most capable systems can no longer be assumed to be commercially available on equal terms worldwide. Recent U.S. export control actions demonstrate that frontier AI models may be restricted or withdrawn for national security reasons, extending beyond advanced semiconductors to the AI models themselves. In June 2026, Anthropic was directed by the U.S. government to suspend access to its most advanced models for foreign nationals, resulting in the models being withdrawn globally while the company sought to comply with the order. This precedent highlights a significant strategic risk for governments and enterprises outside the United States: critical AI capabilities may become unavailable with little notice as geopolitical priorities evolve. Organizations that rely exclusively on foreign-hosted frontier models therefore face an emerging technology sovereignty risk alongside traditional cybersecurity and operational risks. Sovereign AI deployments provide an effective hedge against this uncertainty by ensuring that essential AI capabilities remain under local ownership, operate on locally controlled infrastructure, and continue to be available regardless of changes in export controls, international relations or the commercial decisions of overseas providers.
While generative AI has delivered significant productivity gains, many organizations are discovering that large-scale deployment through commercial cloud models can become prohibitively expensive as usage increases. Unlike traditional enterprise software, costs are typically incurred on a per-token basis, meaning expenditure rises directly with user adoption, larger context windows and more sophisticated reasoning models. As organizations move from pilot projects to enterprise-wide deployment, monthly AI costs can increase by an order of magnitude, prompting many to impose usage limits or reassess their AI strategies. Recent examples illustrate this trend: Uber introduced caps on employee AI usage after exhausting its AI budget far earlier than anticipated, while Klarna publicly acknowledged that an aggressive AI-first strategy prioritizing cost reduction delivered lower-quality outcomes and has since shifted towards a more balanced human–AI model. Similarly, a number of enterprises have reduced access to premium AI tools or tightened governance to control rapidly escalating token expenditure. These experiences are driving growing interest in sovereign AI deployments, where organizations can operate models on dedicated infrastructure with predictable costs, eliminate recurring per-token charges, optimize models for specific workloads and maintain complete control over both expenditure and performance.
The Sovereign Technology Centre Limited is in the process of being established to meet this demand by developing a portfolio of sovereign AI products, including secure sovereign large language models, sector-specific AI assistants, sovereign cloud infrastructure, cybersecurity solutions, medical and financial AI applications, and ultra-small language models that can operate on edge devices and semiconductors. Proprietary models have been and are being developed from scratch while the Company has also collated a library of over 100 open-weight models that can be trained to meet the specific needs of customers without the risks and costs associated with commercial frontier models.
The Sovereign Technology Centre Limited is in the process of being established as a Malta corporation with the economic interests vesting in the Company but administration and governance vesting in a corporate board primarily comprising Maltese citizens and residents. It is believed that this structure will facilitate participation in EU projects and funding opportunities not currently open to the Company. as a US corporation.
The Sovereign Technology Center is the engine that will enable this vision. Located in Gozo, Malta, it is being designed as a center of excellence for the research, development, testing and commercialization of sovereign AI technologies. The Center will bring together AI engineers, cybersecurity specialists, data scientists, infrastructure experts and university graduates to develop secure AI systems that comply with European and African standards and utilize highly efficient proprietary servers powered by solar energy. The Center will function not just as a working environment but also as a demonstration site for interested nations.
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Semiconductor Technologies
Trust Stamp Malta Limited, has been selected as a direct participant in the Important Project of Common European Interest on Advanced Semiconductor Technologies ("IPCEI AST"), with the support of Malta Enterprise.
The IPCEI AST is a major, coordinated European initiative backed by participating EU Member States and their national authorities, with the objective of strengthening Europe's sovereignty, security and resilience across the advanced semiconductor value chain. Bringing together industry and research participants from across the EU, it is designed to accelerate the development and first industrial deployment of next-generation chip technologies. IPCEI is one of the EU's principal instruments for funding strategic technologies; its predecessor in microelectronics, IPCEI ME/CT, mobilized up to €8.1 billion in public funding across fourteen Member States. The overall funding envelope for the Advanced Semiconductor Technologies wave is still being finalized.
Trust Stamp's selection positions its privacy-first identity technology within this strategic effort by binding the identity of a device to a verified human identity, so that critical hardware can be trusted to operate only in authorized hands. This work will build on Trust Stamp's patented approach to irreversible biometric tokenization, which protects personal data while enabling strong, privacy-preserving authentication. Trust Stamp's participation is anchored by two cooperation agreements planned to run over the project period (2027 - 2032), subject to formal approval:
•A secure semiconductor identity platform: a collaboration to design a platform that links device identity to a verified human identity, combining hardware-rooted security (including memristor-based physically unclonable functions) with Trust Stamp's biometric tokenization to help prevent the unauthorized use of critical devices across communications, IoT and safety-critical systems.
•AI-supported processing of neural signals: a collaboration exploring the AI-assisted processing and analysis of neural-signal data generated by an emerging biosignal-chip platform, paired with secure device authentication to protect highly sensitive data at the hardware level.
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.
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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.
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 $160 billion and $200 billion 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.
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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. 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 pending the passing of the “Clarity Act”, it offers advanced capabilities and utilizes proven proprietary technologies and engagements with potential customers cause us to believe that if we establish product-market fit, the economic potential could be substantial.
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.
In furtherance of this, we have filed a provisional patent with the United States Patent and Trademark Office for an LLM implementation entitled “Consensus Medical”. The implementation evaluates and challenges and affirms medical practitioner diagnosis as appropriate, using three independent models in a structure designed to minimize the potential for sycophantic responses and hallucinations. Consensus Medical supports and is not intended to replace the expertise of qualified medical practitioners.
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.
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
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(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.
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 was for the IT2 in a specific market but based upon our customer’s communications, we anticipate the geographic scope expanding in 2026. The second purchase order for an LLM powered tool used in ML/AML has been delivered. The third purchase order for age verification tool is in the process of delivery. 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.
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.
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
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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.
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.
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.
Historically, the Company has generated most of its income through long-term partnerships with an S&P 500 bank. Effective July 1, 2025, the Company's agreement with the 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 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 June 30, 2026, 100 financial institutions, representing over $350 billion in aggregate assets, had been onboarded through FIS. As of the same date, 115 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.
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The first (non-FIS) client onboarded to the Orchestration Layer in the third quarter of 2022 has generated $652 thousand of revenue for the Company to date, including generating $75 thousand during the six months ended June 30, 2026.
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 are currently integrating with another major banking platform to provide access to a larger range of financial institutions.
Commencing January 2026 the Company commenced provisioning services for a multinational telecommunications corporation operating in Africa and the range and scope of services has grown significantly over the course of the year. In Q2 the Company billed this customer $192 thousand for deliveries made, and the engagement is at a level such that going forward this Telecom will be classified as a Key Customer.
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. The Company is currently renegotiating its contract with QID to provide a structure that better aligns the interests of the parties in a manner that will facilitate revenue growth for QID and hence revenue for the Company.
Key Business Measures
In addition to the measures presented in our unaudited condensed 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 loss adjusted to exclude (1) other expense, (2) other income, (3) interest expense, net, (4) stock-based compensation, (5) change in fair value of warrant liabilities, (6) depreciation, and 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.
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•Although Depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements.
•Adjusted EBITDA does not include the impact of certain charges or gains resulting from matters we consider not to be indicative of our ongoing operations.
Due to these limitations, Adjusted EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our U.S. GAAP results and using Adjusted EBITDA only as a supplement to our U.S. GAAP results.
Reconciliation of Net Income (Loss) to Adjusted EBITDA
| For the three months ended June 30, | For the six months ended June 30, | ||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||
| Net loss before taxes and equity method investment | $ | (2,617,146) | $ | (1,676,958) | $ | (4,925,245) | $ | (3,834,345) | |||||||||||||||||||||
| Add: Other expense | 8,453 | 27 | 253,180 | 1,643 | |||||||||||||||||||||||||
| Less: Other income | (50,562) | (17,986) | (91,594) | (44,238) | |||||||||||||||||||||||||
| Add: Interest expense, net | 12,185 | 11,917 | 16,449 | 35,513 | |||||||||||||||||||||||||
| Add: Stock-based compensation | 306,198 | 265,160 | 566,309 | 399,487 | |||||||||||||||||||||||||
| Add: Change in fair value of warrant liability | 156 | (395) | 953 | 4,164 | |||||||||||||||||||||||||
| Add: Depreciation and amortization | 217,160 | 188,273 | 426,522 | 371,194 | |||||||||||||||||||||||||
Adjusted EBITDA loss (non-GAAP) | $ | (2,123,556) | $ | (1,229,962) | $ | (3,753,426) | $ | (3,066,582) | |||||||||||||||||||||
Adjusted EBITDA loss (non-GAAP) for the three months ended June 30, 2026, increased by $894 thousand, to $2.12 million loss from a $1.23 million loss for the three months ended June 30, 2025. The overall increase of $894 thousand in Adjusted EBITDA loss (non-GAAP) was driven primarily by an increase in Cost of services, Research and development ("R&D"), and Selling, general, and administrative ("SG&A") expenses. The increase in SG&A expense was driven by a $196 thousand increase in salaries, stock-based compensation, payroll costs, and sales commissions during the three months ended June 30, 2026 compared to the prior period. Cost of services increased by $94 thousand during the three months ended June 30, 2026 in tandem with the increase in Net revenue. Additionally, during the three months ended June 30, 2026, R&D expense increased by $227 thousand due to higher personnel-related costs associated with the expansion of the Company’s development team and annual merit adjustments that took effect in June 2026, retroactive to January 2026. This increase in R&D also included $30 thousand for the reengaging of personnel from 10Clouds to assist the Company's development team. Additionally, the Company incurred $250 thousand for financial advisory fees in relation to the closing of the Streeterville Capital LLC Note Purchase Agreement and recorded the fees to Other expense during the three months ended June 30, 2026.
The overall increase in Adjusted EBITDA loss (non-GAAP) during the three months ended June 30, 2026 was partially offset by an increase in Net revenue of $87 thousand compared to the three months ended June 30, 2025. The increase in Net revenue during the three months ended June 30, 2026 was primarily attributable to a statement of work executed with a multinational telecommunications corporation operating in Africa and to the Company's S&P 500 bank customer under a contract amendment that extended the term of the existing agreement until May 31, 2031, with minimum gross revenue exceeding $12.7 million, and provided for changes to the fee structure as well as new feature development and platform updates.
Adjusted EBITDA loss (non-GAAP) for the six months ended June 30, 2026, increased by $687 thousand, to $3.75 million loss from a $3.07 million loss for the six months ended June 30, 2025. The overall increase of $687 thousand in Adjusted EBITDA loss (non-GAAP) was driven primarily by an increase in Cost of services, R&D, and SG&A expenses. SG&A expense was driven by a $364 thousand increase in salaries, stock-based compensation, payroll costs, and sales commissions during the six months ended June 30, 2026 compared to the prior period. Cost of services increased by $138 thousand during the six months ended June 30, 2026 in tandem with the increase in Net revenue. Additionally, during the six months ended June 30, 2026, R&D expense increased by $373 thousand due to higher personnel-related costs associated with the expansion of the Company’s development team and annual merit adjustments that took effect in June 2026, retroactive to January 2026. This increase in R&D also included $112 thousand for the reengaging of personnel from 10Clouds to assist the Company's development team. Additionally, the Company incurred $250 thousand for financial
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advisory fees in relation to the closing of the Streeterville Capital LLC Note Purchase Agreement and recorded the fees to Other expense during the six months ended June 30, 2026.
The overall increase in Adjusted EBITDA loss (non-GAAP) during the six months ended June 30, 2026 was partially offset by an increase in Net revenue of $299 thousand when compared to six months ended June 30, 2025. The majority of the increase in Net revenue during the six months ended June 30, 2026, or $415 thousand, was attributable to the Company's S&P 500 bank customer resulting from the Company entering into a contract amendment with this customer. 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.
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Results of Operations
The following table summarizes our unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2026 and 2025:
| For the three months ended June 30, | For the six months ended June 30, | ||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||
| Net revenue (includes related party revenue of ($21,031) and $250,893 during the three months ended June 30, 2026 and 2025, respectively, and $18,002 and $338,740 during the six months ended June 30, 2026 and 2025, respectively ) | $ | 899,949 | $ | 812,667 | $ | 1,656,781 | $ | 1,358,138 | |||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||||||||
| Cost of services (exclusive of depreciation and amortization shown separately below) | 418,521 | 362,776 | 782,909 | 663,487 | |||||||||||||||||||||||||
| Research and development | 757,385 | 513,370 | 1,355,107 | 950,605 | |||||||||||||||||||||||||
| Selling, general, and administrative | 1,904,109 | 1,430,853 | 3,758,703 | 3,218,443 | |||||||||||||||||||||||||
| Depreciation and amortization | 217,160 | 188,273 | 426,522 | 371,194 | |||||||||||||||||||||||||
| Total operating expenses | 3,297,175 | 2,495,272 | 6,323,241 | 5,203,729 | |||||||||||||||||||||||||
| Operating loss | (2,397,226) | (1,682,605) | (4,666,460) | (3,845,591) | |||||||||||||||||||||||||
| Non-Operating Income (Expense): | |||||||||||||||||||||||||||||
| Interest expense, net | (12,185) | (11,917) | (16,449) | (35,513) | |||||||||||||||||||||||||
| Change in fair value of warrant liability | 156 | (395) | 953 | 4,164 | |||||||||||||||||||||||||
| Other income | 50,562 | 17,986 | 91,594 | 44,238 | |||||||||||||||||||||||||
| Other expense | (258,453) | (27) | (253,180) | (1,643) | |||||||||||||||||||||||||
| Total other income, net | (219,920) | 5,647 | (177,082) | 11,246 | |||||||||||||||||||||||||
| Net loss before taxes and equity method investment | (2,617,146) | (1,676,958) | (4,843,542) | (3,834,345) | |||||||||||||||||||||||||
| Income tax expense | 4,357 | — | 4,357 | — | |||||||||||||||||||||||||
| Net loss from equity method investment, related party | (81,060) | (35,000) | (86,060) | (35,000) | |||||||||||||||||||||||||
| Net loss before non-controlling interest | (2,693,849) | (1,711,958) | (4,925,245) | (3,869,345) | |||||||||||||||||||||||||
| Net loss attributable to non-controlling interest | — | — | — | — | |||||||||||||||||||||||||
| Net loss attributable to T Stamp Inc. | $ | (2,693,849) | $ | (1,711,958) | $ | (4,925,245) | $ | (3,869,345) | |||||||||||||||||||||
| Basic and diluted net loss per share attributable to T Stamp Inc. | (0.48) | (0.69) | (0.90) | (1.57) | |||||||||||||||||||||||||
| Weighted-average shares used to compute basic and diluted net loss per share | 5,614,819 | 2,496,574 | 5,449,134 | 2,466,476 | |||||||||||||||||||||||||
Comparison of the Three Months Ended June 30, 2026 and 2025
Net revenue
| For the three months ended June 30, | |||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Net revenue | $ | 899,949 | $ | 812,667 | $ | 87,282 | 10.74 | % | |||||||||||||||
During the three months ended June 30, 2026, Net revenue increased to $900 thousand, or a 10.74% increase from the Net revenue of $813 thousand for the three months ended June 30, 2025. During the three months ended June 30, 2026, the $900 thousand in Net revenue primarily consisted of $609 thousand from an S&P 500 bank, $192 thousand from a multinational telecommunications corporation operating in Africa, $40 thousand from a software development company, $28 thousand from a computer programming company, $23 thousand from a Tokyo, Japan-based digital platform company and $23 thousand from FIS.
During the three months ended June 30, 2026 the Net revenue increased by $87 thousand compared to the three months ended June 30, 2025, with increases fueled by growth across new and existing customers. The Company entered into new technical, implementation, and general professional services SOWs with a multinational telecommunications corporation operating in Africa. Services rendered under this engagement consisted of the Company's Trust Stamp Extended Biometric Service, encompassing biometric enrollment and one-to-one (1:1) biometric matching functionality. Work performed under
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this arrangement is governed by a customer-issued purchase order, pursuant to which the Company recognized revenue of $192 thousand three months ended June 30, 2026. The Company continues to view the African telecommunications and identity-verification market as a strategic growth opportunity, given the regulatory emphasis on subscriber identity assurance within the Unified License Scheme framework.
In addition, the Company recorded a $179 thousand increase during the three months ended June 30, 2026 attributable to the Company's S&P 500 bank customer resulting from the Company entering into a contract amendment effective 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.
On March 15, 2026, a new customer was onboarded under a software license agreement between Trust Stamp Denmark ApS and a Tokyo, Japan-based digital platform company which increased Net revenue by $23 thousand during the three months ended June 30, 2026. Under the agreement, Trust Stamp Denmark ApS will provide products and software services, including application programming interfaces that enable access to platform functionality, as well as professional services in accordance with the applicable statement of work. Furthermore, the Company, with the participation of a third party, has signed a commercial agreement with the Tokyo, Japan-based digital platform company, a leader in decentralized solutions to deploy and develop technologies that advance financial security, identity verification, and privacy protection across Japan's financial services sector and the wider region.
The Company also had an increase of $19 thousand in Net revenue during the three months ended June 30, 2026 resulting from increased services provided to a computer programming company, as the customer continues to ramp up their Orchestration Layer usage.
The increases to Net revenue were offset by the loss of license fee from an agreement with Mastercard that expired in February 2026 and was not renewed. As a result, during the three months ended June 30, 2026, the Company recognized no software license fees or revenue for other services, meanwhile, during the three months ended June 30, 2025 the Company recognized $30 thousand for software license fees and $5 thousand for other services.
Another factor offsetting the increases in Net revenue was the decrease in Statement of Works under the Master Technology Services Agreement with QID. 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 has not reached. This resulted in the recognition of $251 thousand during the three months ended June 30, 2025, meanwhile no revenue was recognized during the three months ended June 30, 2026.
Cost of services
| For the three months ended June 30, | |||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Cost of services | $ | 418,521 | $ | 362,776 | $ | 55,745 | 15.37 | % | |||||||||||||||
Cost of services (“COS”) increased by $56 thousand or 15.37% for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The increase in COS during the three months ended June 30, 2026 was primarily driven by increased service requests from our S&P 500 bank customer under the new contract amendment effective July 1,2025, which, in tandem with the increase in Net revenue, resulted in a $26 thousand increase in internal developer costs, a $21 thousand increase in web services costs primarily due to higher costs related to the Orchestration Layer including expansion of services for a new region and increased third party vendor expense and a $23 thousand increase in COS from increased usage of driver license validations under our existing contract with the S&P 500 bank.
Additionally a $14 thousand increase related to the Share Purchase Agreement entered into between the Company and CyberFish, which was not in place during the three months ended June 30, 2025. The remaining variance primarily relates to an increase of $4 thousand in stock-based compensation award expense during the three months ended June 30, 2026 compared to the three months ended June 30, 2025 due to increased internal developer costs allocated to COS and increase in internal developer's stock-based compensation award expense resulting from the increase in the fair value of stock-based compensation awards on the award date.
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Partially offsetting the aforementioned increases was a decrease of $31 thousand in internal developer cost of services allocations, primarily due to the completion of work performed under the QID Master Services Agreement during the three months ended June 30, 2025. No work was performed under the QID Master Services Agreement during the three months ended June 30, 2026, resulting in no corresponding internal developer cost allocations during the current period.
Research and development
| For the three months ended June 30, | |||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Research and development | $ | 757,385 | $ | 513,370 | $ | 244,015 | 47.53 | % | |||||||||||||||
Research and development (“R&D”) expenses increased by $244 thousand, or 47.53% for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The increase in R&D expense was primarily driven by an increase of $227 thousand was noted in R&D expense during the six months ended June 30, 2026 primarily due to higher personnel-related costs associated with the expansion of the Company’s development team and annual merit adjustments. This figure also included the re-engaging of personnel from 10 Clouds to assist the Company's development team primarily with respect to development support on the Company’s WoW project.
Another increase of $17 thousand in stock-based compensation allocation during the three months ended June 30, 2026 compared to the three months ended June 30, 2025 occurred due to the timing of the awards and the extended vesting period for the awards granted in 2025.
Selling, general, and administrative
| For the three months ended June 30, | |||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Selling, general, and administrative | $ | 1,904,109 | $ | 1,430,853 | $ | 473,256 | 33.08 | % | |||||||||||||||
Selling, general, and administrative expense (“SG&A”) increased by $473 thousand, or 33.08%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The increase in SG&A expense was driven by a $196 thousand increase in salaries, stock-based compensation, payroll costs, and sales commissions during the three months ended June 30, 2026 compared to the prior period. The $196 thousand increase includes a $19 thousand increase in stock-based compensation awards during the three months ended June 30, 2026. Stock-based compensation expense increased due to the timing of restricted stock awarded to executives in 2026 and shorter vesting terms for restricted stock awarded to employees in 2026 than the restricted stock awarded in 2025. In addition, there was also an increase in salaries of $176 thousand, primarily a result of annual salary increases approved by management in June 2026 that retrospectively effective as of January 2026..
The Company also incurred a $295 thousand increase in legal and professional fees, external IT services, rent, educational fees, marketing, taxes and travel expenses during the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The increases related to increased investment in technology infrastructure to support product development and customer deployments.
The increases in SG&A were partially offset by decreases for dues and subscription amounting to $17 thousand for the three months ended June 30, 2026.
Depreciation and amortization
| For the three months ended June 30, | |||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Depreciation and amortization | $ | 217,160 | $ | 188,273 | $ | 28,887 | 15.34 | % | |||||||||||||||
Depreciation and amortization (“D&A”) increased by $29 thousand, or 15.34% for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The primary driver for the increase in D&A is due to an increase of $21 thousand in software amortization when comparing the three months ended June 30, 2026 to the three months ended June 30, 2025, brought about by the increase in Capitalized internal-use software of noted as of June 30, 2026.
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Furthermore, during the three months ended June 30, 2026, the Company recognized approximately $8 thousand in amortization expense related to intangible assets associated with Lexverify's developed technology, representing its proprietary AI software. No comparable amortization expense was recognized during the three months ended June 30, 2025.
Operating loss
| For the three months ended June 30, | |||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Operating loss | $ | (2,397,226) | (1,682,605) | $ | (714,621) | 42.47 | % | ||||||||||||||||
The Company’s Operating loss increased by $715 thousand or 42.47% for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The increase in Operating loss was mainly related to the increases in Cost of services, R&D and SG&A when comparing the three months ended June 30, 2026 to the three months ended June 30, 2025. This increase in Operating loss was partially offset by an increase in Net revenue noted during the three months ended June 30, 2026.
Interest expense, net
| For the three months ended June 30, | |||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Interest expense, net | $ | (12,185) | $ | (11,917) | $ | (268) | 2.25 | % | |||||||||||||||
Interest expense, net increased by 2.25% for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. This increase was primarily attributable to the Malta loan, under which accrued interest from the prior year was capitalized into the principal amount in April 2026, resulting in a higher principal balance and correspondingly higher interest expense during the three months ended June 30, 2026.
Offsetting the majority of the interest expense was Interest income. Interest income increased by $4 thousand for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. This increase was primarily attributable to the Company's investment of excess cash balances through an end-of-day investment sweep program maintained with its JPMorgan Chase & Co. account, under which approximately $2.40 million in principal generated interest income during the period.
Change in fair value of warrant liability
| For the three months ended June 30, | |||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Change in fair value of warrant liability | $ | 156 | $ | (395) | $ | 551 | (139.49) | % | |||||||||||||||
The Company recognized a gain in Change in fair value of warrant liability during the three months ended June 30, 2026 of $156 compared to a loss of $395 during the three months ended June 30, 2025. This change is based on the fair value assessment and adjustment for one warrant liability as described in Note 3 to the unaudited condensed consolidated financial statements provided under Item 1 of this report.
Other income
| For the three months ended June 30, | |||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Other income | $ | 50,562 | $ | 17,986 | $ | 32,576 | 181.12 | % | |||||||||||||||
Other income increased by $33 thousand for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The increase was primarily attributable to higher grant income recognized under the agreements entered into between the Company and Xjenza Malta in May 2024 and November 2024 respectively. Serving as Malta's national R&D and Space-funding agency, Xjenza Malta is the government body responsible for policy development and implementation
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in the areas of Research, Innovation, and Space. During the three months ended June 30, 2026, the Company achieved a higher percentage of completion on both grant-funded projects, as determined by the respective project managers, compared to the three months ended June 30, 2025. As a result, a greater amount of grant income was recognized from the two separate Malta grants during the three months ended June 30, 2026.
Other expense
| For the three months ended June 30, | |||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Other expense | $ | (258,453) | $ | (27) | $ | (258,426) | 957133.33 | % | |||||||||||||||
Other expense increased by $258 thousand for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The increase was primarily driven by $250 thousand for financial advisory fees in relation to the closing of the Streeterville Capital LLC Note Purchase Agreement during the three months ended June 30, 2026. The Company also incurred $8 thousand and $27 in unrealized loss on foreign currency translation expense for the three months ended June 30, 2026 and 2025, respectively, for intercompany transactions between the parent company, T Stamp Inc., and its subsidiaries, Trust Stamp Rwanda Limited with currencies denominated in United States Dollars and Rwandan Franc, respectively.
Comparison of the Six Months Ended June 30, 2026 and 2025
Net revenue
| For the six months ended June 30, | |||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Net revenue | $ | 1,656,781 | $ | 1,358,138 | $ | 298,643 | 21.99 | % | |||||||||||||||
During the six months ended June 30, 2026, Net revenue increased to $1.66 million, or an 21.99% increase from the Net revenue of $1.36 million for the six months ended June 30, 2025. During the six months ended June 30, 2026, the $1.66 million in Net revenue consisted of $1.19 million from an S&P 500 bank, $192 thousand from a multinational telecommunications corporation operating in Africa, $75 thousand from a software development company, $62 thousand from FIS, $54 thousand from a computer programming company, $41 thousand from a Tokyo-Japan based digital platform company, $18 thousand from CyberFish, $10 thousand from Mastercard, and various other customers for the remaining $12 thousand.
During the six months ended June 30, 2026 the Net revenue increased by $87 thousand compared to the six months ended June 30, 2025 with increases coming from new and existing customers. The Company recorded a $415 thousand increase in Net revenue during the six months ended June 30, 2026 attributable to the Company's S&P 500 bank customer resulting from the Company entering into a contract amendment with this customer effective 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.
In addition, the Company entered into new technical, implementation, and general professional services SOWs with a multinational telecommunications corporation operating in Africa. Services rendered under this engagement consisted of the Company's Trust Stamp Extended Biometric Service, encompassing biometric enrollment and one-to-one (1:1) biometric matching functionality. Work performed under this arrangement is governed by a customer-issued purchase order, pursuant to which the Company recognized revenue of $192 thousand six months ended June 30, 2026 The Company continues to view the African telecommunications and identity-verification market as a strategic growth opportunity, given the regulatory emphasis on subscriber identity assurance within the Unified License Scheme framework.
On March 15, 2026, a new customer was onboarded under a software license agreement between Trust Stamp Denmark ApS and a Tokyo, Japan-based digital platform company which increased Net revenue by $41 thousand during the six months ended June 30, 2026. Under the agreement, Trust Stamp Denmark ApS will provide products and software services, including application programming interfaces that enable access to platform functionality, as well as professional services in accordance with the applicable Statement of Work. Furthermore, the Company, with the participation of a third party, has signed a commercial agreement with the Tokyo, Japan-based digital platform company, a leader in decentralized
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solutions to deploy and develop technologies that advance financial security, identity verification, and privacy protection across Japan's financial services sector and the wider region.
The Company also had an increase of $35 thousand in Net revenue during the six months ended June 30, 2026 resulting from increased services provided to a computer programming company, as the customer continues to ramp up their Orchestration Layer usage.
The Company had an increase of $18 thousand in Net revenue during the six months ended June 30, 2026 as a result of the non-cash considerations, development services, delivered to CyberFish under the Share Purchase Agreement with CyberFish executed on March 9, 2026. The development services delivered to CyberFish in exchange for the equity interest in CyberFish meet the criteria to be recognized as revenue under ASC 606. The development services are recognized as revenue as the development services are delivered to CyberFish using the cost incurred input method. Upon execution of the transaction and establishing the contract under ASC 606, the Company recognized revenues of $18 thousand related to services provided during the quarter and prior to the effective date of the agreement (March 9, 2026), and the remaining balance will be recognized as costs are incurred with delivering services to the customer.
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 and has not been extended beyond February 2026. As a result, during the six months ended June 30, 2026, the Company recognized no software license fees and no revenue for other services, meanwhile, during the six months ended June 30, 2025 the Company recognized $60 thousand for software license fees and $10 thousand for other services.
Another factor offsetting the increases in Net revenue was the decrease in Statement of Works under the Master Technology Services Agreement with QID. 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 has not reached. This resulted in the recognition of $339 thousand during the six months ended June 30, 2025, meanwhile no revenue was recognized during the six months ended June 30, 2026.
Cost of services
| For the six months ended June 30, | |||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Cost of services | $ | 782,909 | $ | 663,487 | $ | 119,422 | 18.00 | % | |||||||||||||||
Cost of services (“COS”) increased by $119 thousand or 18.00% for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The increase in COS during the six months ended June 30, 2026 was primarily driven by a $84 thousand increase in internal developer costs and due to increased service requests by our S&P 500 bank customer as a result of the Company entering into a contract amendment effective July 1, 2025. The Company also recorded a $57 thousand increase in web services costs primarily due to higher costs related to the Orchestration Layer including expansion of services for a new region, increased S&P 500 bank usage, and increased third party vendor expense. Additionally, there was a $33 thousand increase in COS due to increased usage of driver license validations under our existing contract with the S&P 500 bank, as well as a $21 thousand increase related to the Share Purchase Agreement entered into between the Company and CyberFish, which was not in place during the six months ended June 30, 2025. The remaining variance primarily relates to an increase of $8 thousand in stock-based compensation award expense during the six months ended June 30, 2026 compared to the six months ended June 30, 2025 due to increased internal developer costs allocated to COS and increase in internal developer's stock-based compensation award expense resulting from the increase in the fair value of stock-based compensation awards on the award date.
Partially offsetting the aforementioned increases was a decrease of $82 thousand in internal developer cost of services allocations, primarily due to the completion of work performed under the QID Master Services Agreement during the six months ended June 30, 2025. No work was performed under the QID Master Services Agreement during the six months ended June 30, 2026, resulting in no corresponding internal developer cost allocations during the current period.
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Research and development
| For the six months ended June 30, | |||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Research and development | $ | 1,355,107 | $ | 950,605 | $ | 404,502 | 42.55 | % | |||||||||||||||
Research and development (“R&D”) expenses increased by $405 thousand, or 42.55% for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The increase in R&D expense was primarily driven by an increase of $373 thousand was noted in R&D expense during the six months ended June 30, 2026 primarily due to higher personnel-related costs associated with the expansion of the Company’s development team and annual merit adjustments. This figure also included the re-engaging of personnel from 10 Clouds to assist the Company's development team primarily with respect to development support on the Company’s WoW project.
Another increase of $31 thousand in stock-based compensation allocation during the six months ended June 30, 2026 compared to the six months ended June 30, 2025 occurred due to the timing of the awards and the extended vesting period for the awards granted in 2025.
Selling, general, and administrative
| For the six months ended June 30, | |||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Selling, general, and administrative | $ | 3,758,703 | $ | 3,218,443 | $ | 540,260 | 16.79 | % | |||||||||||||||
Selling, general, and administrative expense (“SG&A”) increased by $540 thousand, or 16.79%, for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The increase in SG&A expense was driven by a $364 thousand increase in salaries, stock-based compensation, payroll costs, and sales commissions during the six months ended June 30, 2026 compared to the prior period. The $364 thousand increase includes a $128 thousand increase in stock-based compensation awards during the six months ended June 30, 2026. Stock-based compensation expense increased due to the timing of restricted stock awarded to executives in 2026 and shorter vesting terms for restricted stock awarded to employees in 2026 than the restricted stock awarded in 2025. In addition, there was an increase in salaries of $237 thousand, primarily a result of annual salary increases approved by management in June 2026 that retrospectively effective as of January 2026.
The Company also incurred a $312 thousand increase in legal and professional fees, external IT services, rent, educational fees, taxes, and travel expenses during the six months ended June 30, 2026 compared to the six months ended June 30, 2025. Additional increases related to the fees associated with higher travel costs for continued customer expansion opportunities, increase in franchise taxes as well as increased investment in technology infrastructure to support product development and customer deployments.
The increases in SG&A were partially offset by decreases for accounting and audit fees, dues and subscription amounting to $17 thousand for the six months ended June 30, 2026.
Depreciation and amortization
| For the six months ended June 30, | |||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Depreciation and amortization | $ | 426,522 | $ | 371,194 | $ | 55,328 | 14.91 | % | |||||||||||||||
Depreciation and amortization (“D&A”) increased by $55 thousand, or 14.91% for the six months ended June 30, 2026, compared to the six months ended June 30, 2025.
The primary driver for the increase in D&A is due to an increase of $46 thousand in software amortization when comparing the six months ended June 30, 2026 to the six months ended June 30, 2025, brought about by the increase in Capitalized internal-use software of noted as of June 30, 2026.
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Furthermore, during the six months ended June 30, 2026, the Company recognized approximately $11 thousand in amortization expense related to intangible assets associated with Lexverify's developed technology, representing its proprietary AI software. No comparable amortization expense was recognized during the six months ended June 30, 2025.
Operating loss
| For the six months ended June 30, | |||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Operating loss | $ | (4,666,460) | $ | (3,845,591) | $ | (820,869) | 21.35 | % | |||||||||||||||
The Company’s Operating loss increased by $821 thousand or 21.35% for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The increase in Operating loss was mainly related to the increases in Cost of services, R&D, and SG&A when comparing the six months ended June 30, 2026 to the six months ended June 30, 2025. This increase in Operating loss was partially offset by an increase in Net revenue noted during the six months ended June 30, 2026.
Interest expense, net
| For the six months ended June 30, | |||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Interest expense, net | $ | (16,449) | $ | (35,513) | $ | 19,064 | (53.68) | % | |||||||||||||||
Interest expense, net decreased by $19 thousand, or 53.68% for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The decrease in Interest expense for the six months ended June 30, 2026, compared to the same period in 2025, was primarily attributable to the full repayment of one secured promissory note. During the six months ended June 30, 2025, the Company incurred $13 thousand of interest expense related to the SentiLink loan entered into on November 13, 2024. This loan was fully repaid in January 2025, and as a result, no corresponding interest expense was incurred during the six months ended June 30, 2026.
Furthermore, interest income increased by $9 thousand for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. This increase was primarily attributable to the Company's investment of excess cash balances through an end-of-day investment sweep program maintained with its JPMorgan Chase & Co. account, under which approximately $2.40 million in principal generated interest income during the period.
Change in fair value of warrant liability
| For the six months ended June 30, | |||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Change in fair value of warrant liability | $ | 953 | $ | 4,164 | $ | (3,211) | (77.11) | % | |||||||||||||||
The Company recognized a gain in Change in fair value of warrant liability during the six months ended June 30, 2026 of $1 thousand compared to a gain of $4 thousand during the six months ended June 30, 2025. This change is based on the fair value assessment and adjustment for one warrant liability as described in Note 3 to the unaudited condensed consolidated financial statements provided under Item 1 of this report.
Other income
| For the six months ended June 30, | |||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Other income | $ | 91,594 | $ | 44,238 | $ | 47,356 | 107.05 | % | |||||||||||||||
Other income increased by $47 thousand for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The increase was primarily attributable to higher grant income recognized under the agreements entered into between the Company and Xjenza Malta in May 2024 and November 2024 respectively. During the six months ended June
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30, 2026, the Company achieved a higher percentage of completion on both grant-funded projects, as determined by the respective project managers, compared to the six months ended June 30, 2025. As a result, a greater amount of grant income was recognized from the two separate Malta grants during the six months ended June 30, 2026.
Other expense
| For the six months ended June 30, | |||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Other expense | $ | (253,180) | $ | (1,643) | $ | (251,537) | 15309.62 | % | |||||||||||||||
Other expense increased by $252 thousand for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The increase was primarily driven by $250 thousand for financial advisory fees in relation to the closing of the Streeterville Capital LLC Note Purchase Agreement during the six months ended June 30, 2026. The Company also incurred $3 thousand and $2 thousand in unrealized loss on foreign currency translation expense for the six months ended June 30, 2026 and 2025, respectively, for intercompany transactions between the parent company, T Stamp Inc., and its subsidiaries.
Liquidity and Capital Resources
As of June 30, 2026, the Company had approximately $6.31 million cash in its banking accounts. The Company is generating revenues, but has not yet generated profits, with a Net loss for the six months ended June 30, 2026 of $4.93 million, Net operating cash outflows of $4.09 million for the same period, and an accumulated deficit of $74.71 million as of June 30, 2026. 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.
On June 25, 2026, the Company entered into a note purchase agreement with Streeterville Capital LLC, (the "Lender") pursuant to which the Company issued a secured promissory note to the investor in the principal amount of $5,510,000. The note carried an original issue discount of $500,000 and $10,000 for the Lender's legal fees incurred in connection with the purchase and sale of the note. The note accrues interest at nine percent (9%) per annum. Beginning on June 25, 2027, the Lender can demand that 1/8th of the outstanding balance be repaid each month. All principal and interest on this note is due and payable on the maturity date, June 25, 2028. The Company also incurred $250,000 in financial advisory fees in connection with the transaction that it was accrued as of June 30, 2026. These fees have been paid as of the date of this report.
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) all of the warrants issued to the institutional investor on September 3, 2024, which are exercisable for 413,696 shares of the Company’s 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 are exercisable for 621,303 shares of 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 5, 2024, which are exercisable for 648,148 shares of 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 (i) reduce the exercise price of all of the Existing Warrants, including any unexercised portion thereof, to $4.20 per share, which is equal to the most recent closing price of the Company’s common stock on the Nasdaq Stock Market prior to the execution of the WEEA; (ii) issue to the institutional investor new unregistered warrants to purchase up to an aggregate of 2,511,044 shares of common stock (equal to 180% of the shares of common stock issued in connection with the Exercise) comprised of (a) “Series A Warrants” to purchase an aggregate of 1,301,945 shares of the Company's common stock and “Series B Warrants” to purchase an aggregate of 1,209,099 shares of the Company's common stock, each with an exercise price of $4.20 per share (collectively, the “New Warrants”) in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933 (the “Securities Act”); and (iii) exchange all 648,148 of the institutional investor’s December 2024 Warrants for New Warrants to purchase up to a number of shares of 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. The WEEA closed on November 3, 2025 resulting in the Company receiving net proceeds of $4,022,706 which includes $2,609,473 for the exercise of the January 2025 Warrants and $1,737,523 for the
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exercise of the September 2024 Warrants and is net of fees totaling $324,290. As of June 30, 2026, there are 2,511,044 New Warrants that have yet to be exercised, representing a potential $10,546,385 if exercised fully.
Going Concern
The accompanying unaudited condensed 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 for the six months ended June 30, 2026 of $4.93 million, net operating cash outflows of $4.09 million for the same period, and an accumulated deficit of $74.71 million as of June 30, 2026.
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 six months ended June 30, 2026 and 2025:
| For the six months ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Net cash flows from operating activities | $ | (4,085,411) | $ | (2,096,553) | |||||||
| Net cash flows from investing activities | $ | (519,755) | $ | (469,010) | |||||||
| Net cash flows from financing activities | $ | 4,816,288 | $ | 126,102 | |||||||
Operating Activities
Net cash flows used in operating activities increased by 94.86% from $2.10 million during the six months ended June 30, 2025, compared to Net cash flows used in operating activities of $4.09 million during the six months ended June 30, 2026. Of the $4.93 million Net loss for the six months ended June 30, 2026, there were various cash and non-cash adjustments that were added back to the Net loss to arrive at $4.09 million cash used for operating activities for the six months ended June 30, 2026.
Those adjustments included the add back of $566 thousand related to stock-based compensation. There was a $298 thousand increase in stock-based compensation during the six months ended June 30, 2026 when compared to the six months ended June 30, 2025. Additionally, there is an add back of $427 thousand for non-cash depreciation and amortization, $250 thousand in non-cash debt financing cost due to the financial advisory fees accrued in connection with the Streeterville Capital LLC loan transaction, $73 thousand in non-cash lease expense, $86 thousand for the change in the value of related party equity method investments due to their operating results, $28 thousand from an increase in accounts payable, as well as $24 thousand for non-cash interest incurred from our Malta loan.
The add backs were offset by reductions in certain cash and noncash adjustments including Additionally, there was $240 thousand for an increase in accounts receivable, $180 thousand from the decrease in accrued expenses, related party payables, and income tax payable, $73 thousand for a decrease in Deferred revenue as the Company continues to progress deliverables under the grant agreements with the government of Malta and the University of Malta, and $48 thousand reduction from operating lease liabilities, $67 thousand for prepaid expenses, and $5 thousand for other assets.
Investing Activities
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Net cash used in investing activities during the six months ended June 30, 2026 was $520 thousand, compared to net cash of $469 thousand used in the six months ended June 30, 2025. Cash used in investing activities during the six months ended June 30, 2026 related primarily to continued investments in technologies intended to be capitalized and monetized over time totaling $481 thousand, as well as an increase in purchases of equipment of $34 thousand used during the six months ended June 30, 2026. In addition, during the six months ended June 30, 2026, the Company paid $35 thousand for CyberFish investment cash consideration defined in the Share Purchase Agreement. There was also an offset of $31 thousand acquired in cash as a result of the Lexverify acquisition.
Financing Activities
During the six months ended June 30, 2026, Net cash flows from financing activities was $4,816,288, compared to Net cash flows from financing activities of $126 thousand for the six months ended June 30, 2025. The cash flows from financing during the six months ended June 30, 2026 included approximately $5.00 million from the Note Purchase Agreement with Streeterville Capital that closed on June 25, 2026.
Critical Accounting Estimates
Our unaudited condensed consolidated financial statements are prepared in accordance with GAAP. The preparation of these unaudited condensed 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. We evaluate our estimates and assumptions on an ongoing basis. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. There have been no material changes in the critical accounting estimates policies from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.
Item 3. 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.
Item 4. 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 June 30, 2026, 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.
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Based on our evaluation, management concluded that our internal controls over financial reporting were effective as of June 30, 2026.
Change in Internal Control over Financial Reporting
While we continue to implement design enhancements to our internal control procedures, we believe that, there was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended June 30, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. 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 Part I, “Item 1A. Risk Factors,” of our Annual Report on Form 10-K for the year ended December 31, 2025 for a summary of risks our Company may face in relation to litigation against our Company.
Item 1A. Risk Factors.
Not applicable.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
During the six months ended June 30, 2026, the Company made the following sales of securities in transactions not registered under the Securities Act.
–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”). The aggregate purchase price for the acquisition (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 report, shares of Common Stock remain to be issued by the Company to the Sellers to satisfy the Deferred Consideration.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. All issuances were made an exempt transactions under Section 4(a)(2) and/or Regulation S of the Securities Act.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
5(a):
None.
5(b):
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None.
5(c):
Insider Trading Arrangements
During the six months ended June 30, 2026 none of our directors or officers (as defined in Section 16 of the Exchange Act) adopted terminated
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Item 6. Exhibits.
| Exhibit No. | Exhibit Description | |||||||
| 3.1 | ||||||||
| 3.2 | ||||||||
3.3 | ||||||||
| 4.1 | ||||||||
4.2 | ||||||||
4.3 | ||||||||
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| 4.6 | ||||||||
| 4.7 | ||||||||
| 4.8 | ||||||||
| 4.9 | ||||||||
| 4.10 | ||||||||
| 4.11 | ||||||||
| 4.12 | ||||||||
| 4.13 | ||||||||
| 4.14 | ||||||||
| 4.15 | ||||||||
| 4.16 | ||||||||
| 10.1 | ||||||||
| 10.2 | ||||||||
| 10.3 | ||||||||
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| 10.4 | ||||||||
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| 10.6 | ||||||||
| 10.7 | ||||||||
| 10.8 | ||||||||
| 10.9 | ||||||||
| 10.10 | ||||||||
| 10.11 | ||||||||
| 10.12 | ||||||||
| 10.13 | ||||||||
| 10.14 | ||||||||
| 10.15 | ||||||||
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| 10.21 | ||||||||
| 10.22 | ||||||||
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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 | ||||||||
| 10.37 | ||||||||
| 10.38 | ||||||||
| 10.39 | ||||||||
| 10.40 | ||||||||
| 10.41 | ||||||||
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| 10.42 | ||||||||
| 10.43 | ||||||||
| 10.44 | ||||||||
| 10.45 | ||||||||
| 10.46 | ||||||||
10.47 | ||||||||
| 10.48 | ||||||||
| 10.49 | ||||||||
| 10.50 | ||||||||
| 19.1 | ||||||||
| 31.1* | ||||||||
| 31.2* | ||||||||
| 32.1* | ||||||||
97.1 | ||||||||
| 101.INS* | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||
| 101.SCH* | Inline XBRL Taxonomy Extension Schema | |||||||
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase | |||||||
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase | |||||||
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase | |||||||
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase | |||||||
| 104 | Cover Page Interactive Data File—the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||
_________________________
* Filed herewith.
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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: August 13, 2026 | |||||
/s/ Lance Wilson | |||||
Lance Wilson, Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer | |||||
Date: August 13, 2026 | |||||
| /s/ Andrew Gowasack | |||||
| Andrew Gowasack, President, Director | |||||
Date: August 13, 2026 | |||||
| /s/ William McClintock | |||||
| William McClintock, Director | |||||
Date: August 13, 2026 | |||||
/s/ Charles Potts | |||||
Charles Potts, Director | |||||
Date: August 13, 2026 | |||||
| /s/ Kristin Stafford | |||||
| Kristin Stafford, Director | |||||
Date: August 13, 2026 | |||||
| /s/ Berta Pappenheim | |||||
| Berta Pappenheim, Director | |||||
Date: August 13, 2026 | |||||
| /s/ David Curmi | |||||
| David Curmi, Director | |||||
Date: August 13, 2026 | |||||
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