[PART I FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20FINANCIAL%20INFORMATION) [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents T Stamp Inc.'s unaudited condensed consolidated financial statements for Q1 2025, detailing financial position, performance, and cash flows, with a net loss of **$2.16 million** and significant going concern doubt Condensed Consolidated Balance Sheet Highlights (Unaudited) | Account | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Total Assets** | **$6,626,032** | **$8,599,824** | | Total Current Assets | $2,540,170 | $4,667,300 | | **Total Liabilities** | **$2,381,414** | **$5,410,980** | | Total Current Liabilities | $1,096,823 | $4,165,845 | | **Total Stockholders' Equity** | **$4,244,618** | **$3,188,844** | Condensed Consolidated Statements of Operations Highlights (Unaudited) | Metric | Three months ended March 31, 2025 | Three months ended March 31, 2024 | | :--- | :--- | :--- | | Net Revenue | $545,471 | $573,676 | | Total Operating Expenses | $2,708,457 | $3,422,934 | | Operating Loss | $(2,162,986) | $(2,849,258) | | **Net Loss** | **$(2,157,387)** | **$(2,678,569)** | | Basic and Diluted Net Loss Per Share | $(0.89) | $(3.97) | Condensed Consolidated Statements of Cash Flows Highlights (Unaudited) | Cash Flow Activity | Three months ended March 31, 2025 | Three months ended March 31, 2024 | | :--- | :--- | :--- | | Net cash flows used in operating activities | $(1,540,477) | $(2,157,635) | | Net cash flows used in investing activities | $(230,298) | $(155,962) | | Net cash flows from financing activities | $125,833 | $(22,498) | | **Net change in cash and cash equivalents** | **$(1,645,669)** | **$(2,324,055)** | | Cash and cash equivalents, end of period | $1,137,652 | $816,692 | - The company's financial statements have been prepared on a going concern basis, but its history of net losses (**$2.16 million** for Q1 2025), net operating cash outflows (**$1.54 million** for Q1 2025), and a significant accumulated deficit (**$63.62 million**) raise substantial doubt about its ability to continue as a going concern for the next twelve months[30](index=30&type=chunk)[31](index=31&type=chunk) - Customer concentration risk is high, with two customers accounting for **79.69%** of total net revenue for the three months ended March 31, 2025[41](index=41&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=28&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses strategic shifts, including a new equity distribution agreement and a **$3.5 million** capital raise, alongside a **4.9%** revenue decrease and a **28.3%** SG&A reduction, while highlighting critical liquidity and going concern risks - The company has undertaken a strategic shift to reduce overhead, refocus go-to-market strategies on joint ventures, and expand its IP portfolio, including technologies for cryptographic asset verification and deepfake countermeasures[137](index=137&type=chunk) - In January 2025, the company raised gross proceeds of approximately **$3.5 million** through a securities purchase agreement involving shares and warrants[138](index=138&type=chunk)[152](index=152&type=chunk)[157](index=157&type=chunk) - In February 2025, it entered an Equity Distribution Agreement with Maxim Group LLC to potentially sell up to **$6.2 million** of its common stock[157](index=157&type=chunk) Results of Operations Comparison (Q1 2025 vs. Q1 2024) | Metric | Q1 2025 | Q1 2024 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Net Revenue | $545,471 | $573,676 | $(28,205) | (4.92)% | | SG&A Expense | $1,787,590 | $2,491,693 | $(704,103) | (28.26)% | | Operating Loss | $(2,162,986) | $(2,849,258) | $686,272 | (24.09)% | - The decrease in SG&A was primarily driven by a **$664 thousand** reduction in salaries, stock-based compensation, and payroll costs, resulting from reductions in the sales team and executive departures[193](index=193&type=chunk) - The company's liquidity is critical, with **$1.14 million** in cash as of March 31, 2025[203](index=203&type=chunk)[205](index=205&type=chunk) - Management anticipates needing to raise additional capital within the next six months to fund operations, highlighting a significant going concern risk[206](index=206&type=chunk) Reconciliation of Net Loss to Adjusted EBITDA (Non-GAAP) | | For the three months ended March 31, | | :--- | :--- | :--- | | | 2025 | 2024 | | Net loss | $(2,157,387) | $(2,678,569) | | Add: Other expense | 1,726 | 6,336 | | Less: Other income | (26,361) | (193,114) | | Add: Interest expense, net | 23,595 | 18,549 | | Add: Stock-based compensation | 60,556 | 297,886 | | Add: Change in fair value of warrant liability | (4,559) | (2,460) | | Add: Depreciation and amortization | 182,922 | 184,801 | | **Adjusted EBITDA loss (non-GAAP)** | **$(1,919,508)** | **$(2,366,571)** | [Quantitative and Qualitative Disclosures About Market Risk](index=42&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Price) As a smaller reporting company, T Stamp Inc. is exempt from providing quantitative and qualitative disclosures about market risk - T Stamp Inc. is a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and is therefore not required to provide quantitative and qualitative disclosures about market risk[216](index=216&type=chunk) [Controls and Procedures](index=42&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls were ineffective as of March 31, 2025, due to a material weakness in accounting for complex equity transactions, despite ongoing remediation efforts - The CEO and CFO concluded that the company's disclosure controls and procedures were not effective as of March 31, 2025[218](index=218&type=chunk) - The ineffectiveness is due to a previously identified material weakness in internal controls over the accounting and recording of complex equity transactions[220](index=220&type=chunk) - Management has implemented changes to remediate the material weakness, but these controls have not operated for a sufficient period to conclude that the weakness has been fully remediated[221](index=221&type=chunk)[224](index=224&type=chunk) - Despite the material weakness, management has concluded that the unaudited condensed consolidated financial statements are fairly presented in all material respects[219](index=219&type=chunk) [PART II OTHER INFORMATION](index=44&type=section&id=PART%20II%20OTHER%20INFORMATION) [Legal Proceedings](index=44&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently involved in any litigation and is unaware of any pending or threatened legal actions - The Company is not currently involved in any litigation and is not aware of any pending or threatened legal actions[226](index=226&type=chunk) [Risk Factors](index=44&type=section&id=Item%201A.%20Risk%20Factors) This item is not applicable for the current quarterly report - Not applicable[227](index=227&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=44&type=section&id=Item%202.%20Unregistered%20Sale%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section discloses the unregistered sale of equity securities, detailing a January 6, 2025 securities purchase agreement and private placement of warrants, exempt from registration - On January 6, 2025, the company entered into a securities purchase agreement that included a private placement of common stock purchase warrants (Series A and Series B) to an institutional investor[228](index=228&type=chunk) - These warrants were offered pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D, raising gross proceeds of approximately **$3.50 million**[228](index=228&type=chunk) [Defaults Upon Senior Securities](index=44&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon its senior securities during the reporting period - None[229](index=229&type=chunk) [Mine Safety Disclosures](index=44&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's operations - Not applicable[230](index=230&type=chunk) [Other Information](index=44&type=section&id=Item%205.%20Other%20Information) No directors or officers adopted or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during Q1 2025 - No directors or officers adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the quarter ended March 31, 2025[231](index=231&type=chunk) [Exhibits](index=45&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including corporate governance documents, financing agreements, and Sarbanes-Oxley Act certifications - The filing includes certifications from the CEO and CFO pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act[238](index=238&type=chunk) - Numerous agreements related to recent financing activities are included as exhibits, such as the January 2025 Securities Purchase Agreement and related warrant forms[233](index=233&type=chunk)[238](index=238&type=chunk)

Company Overview - Trust Stamp is a global provider of AI-powered services across various sectors including banking, finance, regulatory compliance, government, healthcare, real estate, communications, and humanitarian services [2] - The company operates with a diverse team comprising members from twenty-two nationalities across eight countries [3] Financial Performance - Trust Stamp filed its Q1 10-Q report for the three months ended March 31, 2025, after the Nasdaq market closed on May 15, 2025 [5] - Recognized revenue for Q1 2025 was $545 thousand, a decrease from $574 thousand in Q1 2024, with an additional $197 thousand of revenue fully earned but subject to deferred recognition under ASC 606 [5] - Anticipated revenue from existing contracted customers for FY 2025 is expected to exceed $5.0 million, excluding projected revenue from contracted customers that are not yet revenue-generating [5] Operational Developments - The number of institutional customers registered on the Orchestration Layer platform increased to ninety-four from eighty at the end of Q4 2024, including twelve community banks and two credit unions [1] - Continuing expense reductions for the remainder of 2025 are estimated to yield new savings of $0.18 million per month compared to expenses in 2024 [5] - Estimated cash burn for the remaining nine months of 2025 is projected at an average of $0.24 million per month, which the company believes is covered by cash on hand and an unused $6.1 million "At The Market" equity distribution agreement [5]

Company Overview - Proactive is a financial news publisher that provides fast, accessible, informative, and actionable business and finance news content to a global investment audience [2] - The company has a team of experienced news journalists who produce independent content across key finance and investing hubs including London, New York, Toronto, Vancouver, Sydney, and Perth [2] Market Focus - Proactive specializes in medium and small-cap markets while also covering blue-chip companies, commodities, and broader investment stories [3] - The content delivered by the team includes insights across various sectors such as biotech and pharma, mining and natural resources, battery metals, oil and gas, crypto, and emerging digital and EV technologies [3] Technology Adoption - Proactive is recognized for its forward-looking approach and enthusiastic adoption of technology to enhance workflows [4] - The company utilizes automation and software tools, including generative AI, while ensuring that all content is edited and authored by humans to maintain quality and best practices in content production [5]

Core Viewpoint - Trust Stamp and Partisia have formed a strategic partnership to enhance digital security and privacy through a new biometric holder binding solution, aiming to provide a reliable method for identity verification across various digital platforms [1][2][5]. Company Overview - Trust Stamp is a global provider of AI-powered services across multiple sectors, including banking, finance, regulatory compliance, government, healthcare, and real estate, focusing on reducing fraud and enhancing data security [7]. - Partisia specializes in Multi-Party Computation technology, aiming to create a future where data privacy drives progress without compromising security [6]. Partnership Details - The collaboration combines Trust Stamp's biometric technology with Partisia's privacy-preserving data solutions, creating a simplified and privacy-centric method for linking digital credentials to biometric data [2][3]. - The joint solution ensures that biometric data remains under user control, eliminating the need for centralized databases and traditional templates, thus enhancing user privacy [3]. Technological Innovations - The partnership leverages the Global Omnichain Data Service (GODS) Network, facilitating trustworthy data representation across various ecosystems, including finance and Web3 platforms [4]. - The solution aims to streamline onboarding processes and reduce the exposure of personal data by allowing verified identities to be reused across multiple platforms [4]. Industry Impact - The collaboration addresses the need for modernized identity systems in sectors like banking and healthcare, focusing on advanced biometric authentication and decentralized technology to mitigate fraud risks and ensure compliance [5]. - The partnership emphasizes the importance of establishing trust in digital identity while maintaining robust privacy standards and user-friendly experiences [5].

Company Overview - Proactive is a publisher that provides fast, accessible, informative, and actionable business and finance news content to a global investment audience [2] - The news team operates from key finance and investing hubs including London, New York, Toronto, Vancouver, Sydney, and Perth [2] Market Focus - The company specializes in medium and small-cap markets while also covering blue-chip companies, commodities, and broader investment stories [3] - Proactive delivers news and insights across various sectors including biotech and pharma, mining and natural resources, battery metals, oil and gas, crypto, and emerging digital and EV technologies [3] Technology Adoption - Proactive is recognized for being a forward-looking and enthusiastic adopter of technology, utilizing decades of expertise and experience among its content creators [4] - The company employs automation and software tools, including generative AI, while ensuring that all content is edited and authored by humans [5]

Core Insights - Trust Stamp has been selected to participate in the CyberBoost Catalyse program, aimed at supporting high-growth cybersecurity companies to expand their impact in Singapore, APAC, the UK, and other global markets [1][2] - The company's innovative privacy-preserving, AI-powered identity verification technologies address critical challenges in digital security, fraud prevention, and data privacy, making it a suitable candidate for the program [2][3] - Participation in CyberBoost Catalyse will provide Trust Stamp with opportunities for market strategy development, engagement with global investors, and scaling solutions internationally [2][3] Company Overview - Trust Stamp is a global provider of AI-powered services across multiple sectors, including banking, finance, regulatory compliance, government, healthcare, real estate, communications, and humanitarian services [5] - The company's technology focuses on reducing fraud, securing data, authenticating users while protecting privacy, and increasing operational efficiency, thereby promoting secure financial inclusion [5] - Trust Stamp operates with a diverse team from twenty-two nationalities across eight countries, trading on the Nasdaq Capital Market under the ticker IDAI [6]

About this content About Angela Harmantas Angela Harmantas is an Editor at Proactive. She has over 15 years of experience covering the equity markets in North America, with a particular focus on junior resource stocks. Angela has reported from numerous countries around the world, including Canada, the US, Australia, Brazil, Ghana, and South Africa for leading trade publications. Previously, she worked in investor relations and led the foreign direct investment program in Canada for the Swedish government. S ...

Core Insights - Trust Stamp filed its 2024 FY 10-K report after the Nasdaq market closed on March 31, 2025, highlighting Q4 2024 results that significantly exceeded analysts' forecasts [1][4] Financial Performance - Q4 2024 revenue reached $1.50 million, an increase from $0.51 million in Q3 2024 and $0.58 million in Q4 2023 [4] - Estimated revenue from existing contracted customers for FY 2025 is projected to exceed $5.0 million, excluding revenue from contracted customers that are not yet generating revenue [4] Expense Management - The company anticipates monthly expense reductions of $0.1 million for the remainder of 2025 compared to 2024 expenses [4] Cash Flow Projections - Estimated cash burn for Q1 2025 is $0.75 million, with an average burn rate of $0.2 million per month for the remainder of FY 2025, based solely on revenue from existing contracted and revenue-generating customers [4]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 31, 2025 T STAMP INC. (Exact name of registrant as specified in its charter) Registrant's telephone number, including area code: (404) 806-9906 Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended t ...

Financial Performance - For the fiscal year ended December 31, 2024, the company incurred a net loss of $12.54 million, compared to a net loss of $7.64 million for the fiscal year ended December 31, 2023, indicating a 64.5% increase in losses year-over-year[95]. - The company's accumulated deficit reached $61.46 million as of December 31, 2024, reflecting ongoing financial challenges[96]. - Adjusted EBITDA loss for the year ended December 31, 2024, increased by 12.17% to $7.29 million from $6.50 million in 2023[212]. - The Company recognized a net loss before taxes of $10,597,348 for the year ended December 31, 2024, compared to a loss of $7,651,127 in 2023[212]. - The company has not yet generated profits and anticipates that operating expenses will increase in the near future[96]. Business Development and Expansion - Trust Stamp opened an office in Tokyo to pursue opportunities in the APAC region, funded by the City of Tokyo and the Japanese government[19]. - The company has established Trust Stamp Nigeria Limited on January 31, 2024, to explore business opportunities in Nigeria[89]. - Trust Stamp Malta Limited operates an R&D campus in Malta, supported by a repayable advance of up to €800,000 to cover 75% of payroll costs for new employees[81]. - The company has established a regional R&D center in Rwanda and is in discussions with two African countries for national-level digital identity programs[29]. - The Company plans to focus on joint ventures with industry partners to enhance market access and reduce overhead costs[168]. Technology and Innovation - The company has expanded its IP portfolio with technologies such as embedded ownership verification for crypto-assets and a biometric verification utility called "Shape Overlay"[19]. - Trust Stamp's technology is designed to enhance KYC/AML compliance and reduce synthetic identity fraud, improving user experience[33]. - The Company has developed several innovative technologies, including "Shape Overlay" for biometric verification and "Stable Key" for secure password management[168]. - Trust Stamp has multiple pending patents related to biometric systems, including a patent for "Systems and Processes for Lossy Biometric Representations" filed on March 23, 2022, which is currently issued with a maintenance fee due by February 28, 2027[71]. - The company has a total of 15 patents related to biometric technology, with various statuses including issued and pending[74]. Customer and Revenue Generation - The Company has onboarded over 60 financial institutions with a total of $348 billion in assets as of December 31, 2024, with 79 customers either fully implemented or currently implementing the Orchestration Layer[51]. - The first non-FIS client onboarded to the Orchestration Layer has generated $426,000 in revenue to date, including $193,000 during the year ended December 31, 2024[51]. - The Company generated revenue through a Master Software Agreement with an S&P 500 bank and a ten-year technology services agreement with Mastercard, both of which are expected to drive future revenue growth[47]. - The Company currently relies on three customers for substantially all of its revenues, which poses a risk if any of these customers are lost[117]. Regulatory and Compliance Issues - The Company is currently compliant with licensing requirements in Atlanta and Rwanda but anticipates potential future regulations related to biometric data[52]. - The company is subject to significant governmental regulations regarding data privacy and biometric data handling, including HIPAA, GDPR, and CCPA[53][61][63]. - The company faces risks related to foreign currency fluctuations, as the majority of its revenue is US Dollar denominated while a significant percentage of expenses are incurred in other currencies[99]. - The company is subject to substantial governmental regulation regarding data privacy and may incur significant costs to comply with these regulations[101]. Operational Challenges - The company continues to face risks associated with being an early-stage company, including the potential for ongoing operating losses and challenges in achieving profitability[92][94]. - The company faces challenges in managing indirect sales channels, which may require more management attention and could limit revenue growth[119]. - The company may encounter significant delays and unexpected expenses related to product development and market acceptance, impacting its growth potential[106]. - The company identified material weaknesses in internal controls over financial reporting as of December 31, 2024, impacting its ability to accurately account for complex equity transactions[132]. Capital and Financing - The company expects to raise additional capital through equity and/or debt offerings to support working capital requirements and operating losses[99]. - The Company raised approximately $3.50 million from the January 2025 Offering, with potential additional proceeds of approximately $5,250,250 if all Private Placement Warrants are exercised[188]. - An Equity Distribution Agreement with Maxim Group allows the Company to sell up to $6,196,000 worth of Common Stock over a 12-month period[169]. - The Company must obtain shareholder approval for an increase in authorized shares within 60 days following the closing of the December 2024 SPA[193]. Management and Governance - Lance Wilson appointed as Chief Financial Officer effective January 1, 2025, with an annual base salary of $182,250 and eligibility for a minimum 10% equity bonus[180]. - The Board reserves the right to grant long-term stock-based compensation to align executive performance with long-term business strategies[157]. - The Board of Directors has the discretion to grant incentive bonuses linked to the Company's performance and individual executive performance[156]. Cybersecurity and Risk Management - The Company did not experience any material cybersecurity breaches during the year ended December 31, 2024[141]. - The Company has strengthened its cybersecurity certifications by adding SOC2 certification and renewing D-Seal certification[175].