UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

OF 1934

For the quarterly period ended March 31, 2024

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the transition period from ______________ to _____________

Commission file number: 001-41252

T Stamp Inc. (D/B/A Trust Stamp)

(Exact name of registrant as specified in its charter)

Delaware	7372	81-3777260
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Number)	(IRS Employer Identification Number)

3017 Bolling Way NE, Floor 2, Atlanta, Georgia 30305

(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
Class A Common Stock, $0.01 par value per share	IDAI	The NASDAQ Stock Market LLC

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
Non-accelerated filer	x	Smaller reporting company	x
		Emerging growth company	x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 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 May 14, 2024, there were 10,599,812 shares of Class A Common Stock, par value $0.01 per share, of the registrant outstanding.

T STAMP INC.

TABLE OF CONTENTS

		Page
PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements	F-3
	Condensed Consolidated Balance Sheets as of March 31, 2024 (Unaudited) and December 31, 2023	F-3
	Condensed Consolidated Statements of Operations for the three months ended March 31, 2024 and 2023 (Unaudited)	F-4
	Condensed Consolidated Statements of Comprehensive Loss for the three months ended March 31, 2024 and 2023 (Unaudited)	F-5
	Condensed Consolidated Statements of Stockholders’ Equity for the three months ended March 31, 2024 and 2023 (Unaudited)	F-6
	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2024 and 2023 (Unaudited)	F-7
	Notes to Condensed Consolidated Financial Statements (Unaudited)	F-9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures About Market Price	36
Item 4.	Controls and Procedures	36
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	38
Item 1A.	Risk Factors	38
Item 2.	Unregistered Sale of Equity Securities and Use of Proceeds	38
Item 3.	Defaults Upon Senior Securities	38
Item 4.	Mine Safety Disclosures	38
Item 5.	Other Information	38
Item 6.	Exhibits	38
	Signatures	41

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PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements.

T STAMP INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31, 2024		December 31, 2023
	(unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	816,692	$	3,140,747
Accounts receivable, net (includes unbilled receivables of $14,208 and $143,219 as of March 31, 2024 and December 31, 2023, respectively)	643,479		686,327
Related party receivables	16,083		44,087
Deferred financing cost	50,000		—
Prepaid expenses and other current assets	896,026		826,781
Total Current Assets	2,422,280		4,697,942
Capitalized internal-use software, net	1,476,193		1,472,374
Goodwill	1,248,664		1,248,664
Intangible assets, net	196,044		223,690
Property and equipment, net	47,694		56,436
Operating lease right-of-use assets	184,642		164,740
Other assets	36,559		29,468
Total Assets	$	5,612,076	$	7,893,314
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	1,063,330	$	1,232,118
Related party payables	96,066		82,101
Accrued expenses	1,284,578		1,143,890
Deferred revenue	268,250		10,800
Income tax payable	1,975		1,975
Short-term operating lease liabilities	69,727		81,236
Short-term financial liabilities	—		162,130
Total Current Liabilities	2,783,926		2,714,250
Warrant liabilities	254,076		256,536
Notes payable, including accrued interest of $14,511 and $40,317, as of March 31, 2024 and December 31, 2023, respectively	946,395		953,877
Long-term operating lease liabilities	84,288		53,771
Total Liabilities	4,068,685		3,978,434
Commitments, Note 10
Stockholders’ Equity:
Common stock $0.01 par value, 50,000,000 shares authorized, 10,099,672 and 9,198,089 shares issued, and 10,099,672 and 9,143,355 outstanding at March 31, 2024 and December 31, 2023, respectively	100,997		91,434
Treasury stock, at cost: 0 and 54,734 shares held as of March 31, 2024 and December 31, 2023, respectively	—		—
Additional paid-in capital	54,641,448		54,375,622
Accumulated other comprehensive income	171,361		139,670
Accumulated deficit	(53,531,854)		(50,853,285)
Total T Stamp Inc. Stockholders’ Equity	1,381,952		3,753,441
Non-controlling interest	161,439		161,439
Total Stockholders’ Equity	1,543,391		3,914,880
Total Liabilities and Stockholders’ Equity	$	5,612,076	$	7,893,314

The accompanying notes to the unaudited condensed consolidated financial statements are an integral part of these statements.

3

T STAMP INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

	For the three months ended March 31,
	2024		2023
Net revenue	$	573,676	$	458,633
Operating Expenses:
Cost of services (exclusive of depreciation and amortization shown separately below)	294,598		216,958
Research and development	451,842		632,369
Selling, general, and administrative	2,491,693		1,969,875
Depreciation and amortization	184,801		219,181
Total Operating Expenses	3,422,934		3,038,383
Operating Loss	(2,849,258)		(2,579,750)
Non-Operating Income (Expense):
Interest expense, net	(18,549)		(10,231)
Change in fair value of warrant liability	2,460		(1,340)
Other income	193,114		44,614
Other expense	(6,336)		(743)
Total Other Income (Expense), Net	170,689		32,300
Net Loss before Taxes	(2,678,569)		(2,547,450)
Income tax expense	—		—
Net loss before non-controlling interest	(2,678,569)		(2,547,450)
Net loss attributable to non-controlling interest	—		—
Net loss attributable to T Stamp Inc.	$	(2,678,569)	$	(2,547,450)
Basic and diluted net loss per share attributable to T Stamp Inc.	$	(0.26)	$	(0.50)
Weighted-average shares used to compute basic and diluted net loss per share	10,111,993		5,044,775

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 March 31,
	2024		2023
Net loss including non-controlling interest	$	(2,678,569)	$	(2,547,450)
Other Comprehensive Income (Loss):
Foreign currency translation adjustments	31,691		(41,442)
Total Other Comprehensive Income (Loss)	31,691		(41,442)
Comprehensive loss	(2,646,878)		(2,588,892)
Comprehensive loss attributable to non-controlling interest	—		—
Comprehensive loss attributable to T Stamp Inc.	$	(2,646,878)	$	(2,588,892)

The accompanying notes to the unaudited condensed consolidated financial statements are an integral part of these statements.

5

T STAMP INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(unaudited)

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

	Common Stock			Additional Paid-In Capital		Treasury Stock			Stockholders’ Notes Receivable		Accumulated Other Comprehensive Income		Accumulated Deficit		Non-controlling Interest		Total
	Shares	Amount				Shares	Amount
Balance, January 1, 2023	4,854,302	$	48,543	$	39,496,183	56,513	$	—	$	(18,547)	$	237,252	$	(39,299,726)	$	161,439	$	625,144
Exercise of options to common stock	—	—		2,000		—	—		—		—		—		—		2,000
Issuance of common stock in relation to vested restricted stock units, to wholly owned subsidiary	—	—		—		206,033	—		—		—		—		—		—
Conversion of treasury stock in relation to vested restricted stock units	262,546	2,625		(77,968)		(262,546)	—		—		—		—		—		(75,343)
Reverse stock split	4,759	48		(48)		—	—		—		—		—		—		—
Repayment of shareholders loan through in-kind services	—	—		—		—	—		18,547		—		—		—		18,547
Stock-based compensation	—	—		59,574		—	—		—		—		—		—		59,574
Currency translation adjustment	—	—		—		—	—		—		(41,442)		—		—		(41,442)
Net loss attributable to T Stamp Inc.	—	—		—		—	—		—		—		(2,547,450)		—		(2,547,450)
Balance, March 31, 2023	5,121,607	$	51,216	$	39,479,741	—	$	—	$	—	$	195,810	$	(41,847,176)	$	161,439	$	(1,958,970)

	Common Stock			Additional Paid-In Capital		Treasury Stock			Accumulated Other Comprehensive Income		Accumulated Deficit		Non-controlling Interest		Total
	Shares	Amount				Shares	Amount
Balance, January 1, 2024	9,143,355	$	91,434	$	54,375,622	54,734	$	—	$	139,670	$	(50,853,285)	$	161,439	$	3,914,880
Exercise of warrants to common stock	882,000	8,820		(8,820)		—	—		—		—		—		—
Issuance of common stock in relation to vested restricted stock units	74,317	743		(23,240)		(54,734)	—		—		—		—		(22,497)
Stock-based compensation	—	—		297,886		—	—		—		—		—		297,886
Currency translation adjustment	—	—		—		—	—		31,691		—		—		31,691
Net loss attributable to T Stamp Inc.	—	—		—		—	—		—		(2,678,569)		—		(2,678,569)
Balance, March 31, 2024	10,099,672	$	100,997	$	54,641,448	—	$	—	$	171,361	$	(53,531,854)	$	161,439	$	1,543,391

The accompanying notes to the unaudited condensed consolidated financial statements are an integral part of these statements.

6

T STAMP INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

	For the three months ended March 31,
	2024		2023
Cash flows from operating activities:
Net loss attributable to T Stamp Inc.	$	(2,678,569)	$	(2,547,450)
Net loss attributable to non-controlling interest	—		—
Adjustments to reconcile net loss to cash flows used in operating activities:
Depreciation and amortization	184,801		219,181
Stock-based compensation	297,886		59,574
Change in fair value of warrant liability	(2,460)		1,340
Repayment of shareholder loan through in-kind services	—		18,547
Non-cash interest	14,511		9,904
Non-cash lease expense	41,267		66,759
Non-cash write off of mobile hardware	(162,130)		—
Loss on retirement of equipment	969		897
Changes in assets and liabilities:
Accounts receivable	42,848		474,911
Related party receivables	28,004		696
Prepaid expenses and other current assets	(69,245)		123,177
Deferred financing costs	(50,000)		—
Other assets	(7,091)		—
Accounts payable	(168,788)		419,887
Accrued expense	140,688		91,294
Related party payables	13,965		37,962
Deferred revenue	257,450		935,289
Operating lease liabilities	(41,741)		(66,546)
Net cash flows from operating activities	(2,157,635)		(154,578)
Cash flows from investing activities:
Capitalized internally developed software costs	(143,917)		(167,668)
Patent application costs	(9,268)		(23,563)
Purchases of property and equipment	(2,777)		—
Net cash flows from investing activities	(155,962)		(191,231)
Cash flows from financing activities:
Proceeds from exercise of options to common stock	—		2,000
Forfeited common stock shares to satisfy taxes	(22,497)		(75,343)
Principal payments on financial liabilities	—		(29,715)
Net cash flows from financing activities	$	(22,497)	$	(103,058)
Effect of foreign currency translation on cash	12,040		(32,513)
Net change in cash and cash equivalents	(2,324,055)		(481,380)
Cash and cash equivalents, beginning of period	3,140,747		1,254,494
Cash and cash equivalents, end of period	$	816,692	$	773,114

7

T STAMP INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$	—	$	570
Supplemental disclosure of non-cash activities:
Adjustment to operating lease right-of-use assets related to renewed leases	$	61,169	$	—
Adjustment to operating lease operating lease liabilities related to renewed leases	$	60,749	$	—
Adjustment to operating lease right-of-use assets related to terminated leases	$	—	$	82,982
Adjustment to operating lease liabilities related to terminated leases	$	—	$	77,648
Prepaid rent expense reclassified upon termination of leases	$	—	$	5,335

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 on April 11, 2016 in the State of Delaware. T Stamp Inc. and its subsidiaries (“Trust Stamp”, “we”, “us”, “our” or the “Company”) develops and markets identity authentication software solutions for enterprise and government partners and peer-to-peer markets.

Trust Stamp develops proprietary artificial intelligence-powered solutions, researching and leveraging machine learning, artificial intelligence, biometric science, cryptography, and data mining, to deliver insightful identity and trust predictions that identify and defend against fraudulent identity attacks, protect sensitive user information, 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 has ever previously been possible in order to deliver results at a disruptively low cost for usage across multiple industries, including:

•Banking/FinTech

•KYC/AML Compliance

•Humanitarian and Development Services

•Government and Law Enforcement, including Alternative to Detention programs

•Cryptocurrency and Digital Assets

•Biometrically Secured Email and Digital Communications

•P2P Transactions, Social Media, and Sharing Economy

•Real Estate, Travel, and Healthcare

Reverse Split — On February 15, 2023 our Board of Directors approved and, as of February 20, 2023, the holders of a majority of our voting capital stock approved an amendment (the “Certificate of Amendment”) to the Company’s Amended and Restated Certificate of Incorporation and approved to effect a reverse split of our issued and outstanding shares of Class A Common Stock at a ratio of one share for every five shares currently held, rounded up to the nearest whole share – whereby every five (5) outstanding shares of Class A Common Stock was combined and became one (1) share of Class A Common Stock, rounding up to the nearest whole number of shares (the “Reverse Split”). All share and per share amounts have been updated to reflect the Reverse Split in these unaudited condensed consolidated financial statements. The Reverse Split was effective for trading on the market opening of Nasdaq on March 23, 2023. The Reverse Stock Split effective March 23, 2023, was ratified by the Company’s stockholders by written consent pursuant to a definitive proxy statement filed with the Securities and Exchange Commission on April 13, 2023. Written consent from the majority of stockholders was received as of May 13, 2023.

Amended and Restated Certificate of Incorporation — On July 6, 2023, the Company received confirmation of the acceptance of its Third Amended and Restated Certificate of Incorporation (the "Third Restated Certificate") from the Secretary of State of Delaware. The Third Restated Certificate was approved by the Company’s stockholders by written consent pursuant to a definitive proxy statement filed with the Securities and Exchange Commission on April 13, 2023. Written consent from the majority of stockholders was received as of May 13, 2023. The Third Restated Certificate maintained the 50,000,000 authorized shares of Common Stock and eliminated the authorized Preferred Stock. The Third Restated Certificate also created a classified Board of Directors of the Company with three classes of directors who will stand for election in staggered years.

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 in the three months ended March 31, 2024 of $2.68 million, negative net operating cash outflows of $2.16 million for the same period, working capital of $(0.36) million and an accumulated deficit of $53.53 million as of March 31, 2024.

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

9

and/or obtain financing sufficient to meet current and future obligations and deploy such to produce profitable operating results. Management has evaluated these conditions and plans to generate revenue and raise capital as needed to satisfy the Company’s capital needs. While the negotiation of significant additional revenue is well advanced, it has not reached a stage that allows it to be factored into a going concern evaluation. In addition, although the Company has previously been successful in raising capital as needed and has already made plans to do so as well as restructuring expenses to meet the Company’s cash needs, no assurance can be given that the Company will be successful in its capital raising efforts. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period.

On April 1, 2024, the Company entered into a Securities Purchase Agreement (the “SPA”) with the Selling Stockholder. On April 3, 2024 the transaction contemplated by the SPA occurred pursuant to the terms of the SPA, the Selling Stockholder agreed, at the closing of the SPA and upon the terms and subject to the conditions set forth in the SPA, to purchase from the Company 499,990 shares of Class A Common Stock, par value $0.01 of the Company, and pre-funded warrants to purchase 1,500,010 shares of Class A Common Stock of the Company at a purchase price of $0.968 per share (“Warrant A”) for a total purchase price of $1,936,000. The Company paid offering costs of $220,520 resulting in net proceeds of $1,715,480.

Additionally, pursuant to the SPA, as additional consideration for the share and Warrant A purchase described above, the Company agreed to issue to the Selling Stockholder a stock purchase warrant for the purchase of 2,000,000 shares of the Company’s Class A Common Stock at an exercise price of $0.968 per share (“Warrant B”), and a stock purchase warrant for the purchase of 1,600,000 shares of the Company’s Class A Common Stock at an exercise price of $1.060 per share (“Warrant C”).

Basis of Presentation — The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with US Generally Accepted Accounting Principles (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). The accompanying 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, Trusted Mail Inc. (“Trusted Mail”), Finnovation LLC (“Finnovation”), Trust Stamp Malta Limited (“Trust Stamp Malta”), AIID Payments Limited, Biometric Innovations Limited (“Biometrics”), Trust Stamp Rwanda Limited, Metapresence Limited, Trust Stamp Denmark ApS, Quantum Foundation, and Trust Stamp Nigeria Limited. All significant intercompany transactions and accounts have been eliminated.

Further, we continue to consolidate Tstamp Incentive Holdings (“TSIH”) which we consider to be a variable interest entity.

In the opinion of management, these 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 March 31, 2024 and December 31, 2023, and the results of operations for the three months ended March 31, 2024 and 2023. The results of operations for the three months ended March 31, 2024 are not necessarily indicative of results expected for the full year. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to the 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, 2023. 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, 2019, management created a new entity, TSIH. Furthermore, on April 25, 2019, the Company issued 320,513 shares of Class A Common Stock to TSIH, for the purpose of providing a pool of shares of Class A Common Stock of the Company that the Company’s Board of Directors (the “Board”) could use for employee stock awards and were recorded initially as Treasury stock. Since establishing TSIH, 264,000 shares were transferred to various employees as a stock award that were earned and outstanding. On February 15, 2023, Trust Stamp issued 206,033 shares of Class A Common Stock to TSIH to be used to satisfy vested employee stock awards. As of March 31, 2024, no shares of Class A Common Stock are held by TSIH as all shares have been issued pursuant to employee Restricted Stock Units.

10

The Company does not own any of the shares of Class A Common Stock of the Company held by TSIH. The Company considers this entity to be a variable interest entity (“VIE”) because it is thinly capitalized and holds no cash. Because the Company does not own shares in TSIH, management believes that this gives the Company a variable interest. Further, management of the Company also acts as management of TSIH and is the decision-maker as management grants shares held by TSIH to employees of the Company. As this VIE owns only shares in the Company and no other liabilities or assets, the Company is the primary beneficiary of TSIH and will consolidate the VIE.

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 $250,000 for substantially all depository accounts. The Company from time to time may have amounts on deposit in excess of the insured limits. As of March 31, 2024 and December 31, 2023, the Company had $318,923 and $2,620,765 in U.S. bank accounts, respectively, which exceeded these insured amounts. Management believes minimal credit risk exists with respect to these financial institutions and the Company has not experienced any losses on such amounts.

For Accounts receivable, we are exposed to credit risk in the event of nonpayment by customers to the extent the amounts are recorded in the consolidated balance sheets. We extend different levels of credit and maintain reserves for potential credit losses based upon the expected collectability of Accounts receivable. We manage credit risk related to our customers by performing periodic evaluations of credit worthiness and applying other credit risk monitoring procedures.

Three customers represented 91.01% or 40.51%, 37.58%, and 12.92% of the balance of total Accounts receivable as of March 31, 2024 and three customers represented 91.11% or 53.55%, 30.43%, and 7.13% of the balance of total Accounts receivable as of December 31, 2023. The Company seeks to mitigate its credit risk with respect to Accounts receivable by contracting with large commercial customers and government agencies, and regularly monitoring the aging of Accounts receivable balances. As of March 31, 2024 and December 31, 2023, the Company had not experienced any significant losses on its Accounts receivable.

During the three months ended March 31, 2024, the Company sold to primarily three customers which made up approximately 94.63% of total Net revenue, and consisted of 58.08%, 27.38%, and 9.17% from an S&P 500 Bank, Mastercard and Triton, respectively.

Additionally, during the three months ended March 31, 2023, the Company sold to primarily three customers which made up approximately 78.77% of total Net revenue, and consisted of 40.14%, 25.08%, and 13.55% from an S&P 500 Bank, Mastercard, and FIS, respectively.

Property and Equipment, Net — Property and equipment, net is stated at cost less accumulated depreciation. Depreciation is recognized using the straight-line method over the estimated useful lives of the respective assets. Maintenance and repairs that do not improve or extend the useful lives of the assets are expensed when incurred, whereas additions and major improvements are capitalized. Upon sale or retirement of assets, the cost and related accumulated depreciation are derecognized from the consolidated balance sheet and any resulting gain or loss is recorded in the consolidated statements of operations in the period realized.

Accounting for Impairment of Long-Lived Assets — Long-lived assets with finite lives include Property and equipment, net, Capitalized internal-use software, Operating lease right-of-use assets, and Intangible assets, net subject to amortization. The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability of assets held and used is measured by comparison of the carrying amount of an asset or an asset group to estimated undiscounted future net cash flows expected to be generated by the asset or asset group. If the carrying amount of an asset exceeds these estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the assets exceeds the fair value of the asset or asset group. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

As of March 31, 2024, the Company determined that no long-lived assets with finite lives were impaired. As of December 31, 2023, the Company determined that $19 thousand of Capitalized internal-use software and $12 thousand of Intangible assets was impaired. The impaired Capitalized internal-use software was expensed to Research and development during the year ended December 31, 2023.

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Goodwill — Goodwill is accounted for in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 350, Intangibles—Goodwill and Other. The Company allocates the cost of an acquired business to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The excess of the purchase consideration transferred over the fair value of the net assets acquired, including other Intangible assets, net, is recorded as Goodwill. Goodwill is tested for impairment at the reporting unit level at least quarterly or more frequently when events or circumstances occur that indicate that it is more likely than not that an impairment has occurred. In assessing Goodwill for impairment, the Company first assesses qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. In the qualitative assessment, the Company considers factors including economic conditions, industry and market conditions and developments, overall financial performance and other relevant entity-specific events in determining whether it is more likely than not that the fair value of the reporting unit is less than the carrying amount. Should the Company conclude that it is more likely than not that the recorded Goodwill amounts have been impaired, the Company would perform the impairment test. Goodwill impairment exists when a reporting unit’s carrying value exceeds its fair value. Significant judgment is applied when Goodwill is assessed for impairment. There were no impairment charges to Goodwill as of March 31, 2024 and December 31, 2023.

Remaining Performance Obligations — The Company’s arrangements with its customers often have terms that span over multiple years. However, the Company generally allows its customers to terminate contracts for convenience prior to the end of the stated term with less than twelve months’ notice. 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 March 31, 2024 and December 31, 2023, the Company did not have any related performance obligations for contracts with terms exceeding twelve months.

Disaggregation of Revenue

	For the three months ended March 31,
	2024		2023
Professional services (over time)	$	487,426	$	383,633
License fees (over time)	86,250		75,000
Total Revenue	$	573,676	$	458,633

Recent Accounting Pronouncements Not Yet Adopted — In December 2023, the FASB issued ASU 2023-09, Income Taxes – Improvements to Income Tax Disclosures. ASU 2023-09 requires enhancements and further transparency to certain income tax disclosures, most notably the tax rate reconciliation and income taxes paid. This ASU is effective for fiscal years beginning after December 15, 2024 on a prospective basis and retrospective application is permitted. The Company is currently evaluating the impacts of the new standard but does not expect a material impact to its unaudited condensed consolidated financial statements or related disclosures.

In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. The amendments in this ASU clarify that an entity should measure the fair value of an equity security subject to contractual sale restriction the same way it measures an identical equity security that is not subject to such a restriction. The FASB said the contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, should not affect its fair value. The ASU is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted. The Company does not expect this guidance to have a material impact to its unaudited condensed consolidated financial statements or related disclosures.

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2. Borrowings

Promissory Notes Payable

	March 31, 2024		December 31, 2023
Malta loan receipt 3 – June 3, 2022	$	495,344	$	507,035
Malta loan receipt 2 – August 10, 2021	305,844		313,063
Malta loan receipt 1 – February 9, 2021	62,789		64,271
Interest added to principal	67,907		29,191
Total principal outstanding	931,884		913,560
Plus: accrued interest	14,511		40,317
Total promissory notes payable	$	946,395	$	953,877

In May 2020, the Company formed a subsidiary in the Republic of Malta, Trust Stamp Malta Limited, with the intent to establish a research and development center with the assistance of potential grants and loans from the Maltese government. As part of the creation of this entity, we entered into an agreement with the government of Malta for a potentially repayable advance of up to €800 thousand or $858 thousand to assist in covering the costs of 75% of the first 24 months of payroll costs for any employee who begins 36 months from the execution of the agreement on July 8, 2020. On February 9, 2021, the Company began receiving funds and as of March 31, 2024, the balance received was $864 thousand which includes changes in foreign currency rates.

The Company will pay an annual interest rate of 2% over the European Central Banks (ECB) base rate as set on the beginning of the year in review. If the ECB rate is below negative 1%, the interest rate shall be fixed at 1%. The Company will repay a minimum of 10% of Trust Stamp Malta Limited’s pre-tax profits per annum capped at 15% of the amount due to the Corporation until the disbursed funds are repaid. At this time, Trust Stamp Malta Limited does not have any revenue-generating contracts and therefore, we do not believe any amounts shall be classified as current. The Malta loan interest rate increased from 4.5% for the three months ended March 31, 2023 to 6.5% for the three months ended March 31, 2024.

3. Warrants

Liability Classified Warrants

The following table presents the change in the liability balance associated with the liability classified warrants, which are classified in Level 3 of the fair value hierarchy from January 1, 2023 to March 31, 2024:

	Warrants ($)
Balance as of January 1, 2023	$	261,569
Additional warrants issued	—
Change in fair value	(5,033)
Balance as of December 31, 2023	$	256,536
Additional warrants issued	—
Change in fair value	(2,460)
Balance as of March 31, 2024	$	254,076

As of March 31, 2024, the Company has issued a customer a warrant to purchase up to $1.00 million of capital stock in a future round of financing at a 20% discount of the lowest price paid by another investor. The warrant was issued on November 9, 2016. There is no vesting period, and the warrant expires on November 30, 2026. The Company evaluated the provisions of ASC 480, Distinguishing Liabilities from Equity, noting the warrant should be classified as a liability due to its settlement being for a variable number of shares and potentially for a class of shares not yet authorized. The warrant was determined to have a fair value of $250 thousand which was recorded as a Deferred contract acquisition asset and to a Warrant liability during the year ended December 31, 2016 and was amortized as a revenue discount prior to the current periods presented. The fair value of the warrant was estimated on the date of grant by estimating the warrant’s intrinsic value on issuance using the estimated fair value of the Company as a whole and has a balance of $250 thousand as of March 31, 2024.

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On December 16, 2016, the Company issued an investor warrant to purchase $50 thousand worth of shares of our Class A Common Stock. The warrants have no vesting period and expires on December 16, 2026. The warrant agreement states that the investor is entitled to the “number of shares of Common Stock with a Fair Market Value as of the Determination Date of $50,000”. The determination date is defined as the “date that is the earlier of (A) the conversion of the investor’s Note into the equity interests of the Company or (B) the maturity date of the Note.” The investor converted the referenced Note on June 30, 2020, therefore, defining the determination date. The number of shares to be purchased is settled as 6,418 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 March 31, 2024, the warrant liability is recorded at $4 thousand which is a $3 thousand decrease, recorded to Change in fair value of warrant liability, from the balance of $7 thousand as of December 31, 2023.

The following assumptions were used to calculate the fair value of the warrant liability during the three months ended March 31, 2024:

Fair Value of Warrants	$0.64
Exercise price	$0.49
Risk free interest rate	4.38%
Expected dividend yield	—	%
Expected volatility	79.59%
Expected term	3 years

Equity Classified Warrants

Warrant Issuance Date	Strike Price		March 31, 2024	December 31, 2023
November 9, 2016	$	3.12	80,128	80,128
January 23, 2020	$	8.00	186,442	186,442
January 23, 2020	$	8.00	524,599	524,599
April 18, 2023	$	1.34	—	775,330
June 5, 2023	$	1.34	1,173,030	1,279,700
December 21, 2023	$	1.34	3,600,000	3,600,000
Total warrants outstanding			5,564,199	6,446,199

November 9, 2016

The Company has issued a customer a warrant to purchase 80,128 shares of Class A Common Stock with an exercise price of $3.12 per share. The warrant was issued on November 9, 2016. There is no vesting period, and the warrant expires on November 30, 2026.

January 23, 2020

In January 2020, the Company issued REach®, a related party, a warrant to purchase 186,442 shares of the Company’s Class A Common Stock at an exercise of $8.00 per share in exchange for the cancellation of a $100 thousand SAFE issued on August 18, 2017 by the Company’s affiliate Trusted Mail Inc. with a value of $125 thousand. The warrants were issued on January 23, 2020. There is no vesting period, and the warrants expire on December 20, 2024.

January 23, 2020

In January 2020, the Company issued SCV, a related party, a warrant to purchase 932,111 shares of the Company’s Class A Common Stock at a strike price of $8.00 per share in exchange for $300 thousand in cash and “Premium” sponsorship status with a credited value of $100 thousand per year for 3 years totaling $300 thousand. This “premium” sponsorship status provides the Company with certain benefits in marketing and networking, such as the Company being listed on the

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investor’s website, as well as providing the Company certain other promotional opportunities organized by the investor. The warrants were issued on January 23, 2020. There is no vesting period, and the warrants expire on December 20, 2024.

On December 21, 2021, SCV executed a Notice of Exercise for certain of its warrants to purchase 407,512 shares of Class A Common Stock at an exercise price of $8.00 per share for a total purchase price of $3.26 million. The closing occurred on January 10, 2022 and resulted in total cash proceeds of $3.26 million to the Company for the warrant exercise.

The warrants to purchase the remaining 524,599 shares of the Company’s Class A Common Stock remain outstanding as of March 31, 2024.

April 18, 2023

On April 14, 2023, the Company entered into a securities purchase agreement (“SPA”) with Armistice Capital Master Fund Ltd. Pursuant to which the Company agreed to issue and sell to the investor (i) in a registered direct offering, 563,380 shares of Class A Common Stock, par value $0.01 per share of the Company at a price of $3.30 per share, and pre-funded warrants to purchase up to 1,009,950 shares of Class A Common Stock, at a price of $3.299 per prefunded warrant, at an exercise price of $0.001 per share of Class A Common Stock, and (ii) in a concurrent private placement, common stock purchase warrants, exercisable for an aggregate of up to 1,573,330 shares of Class A Common Stock, at an exercise price of $3.30 per share. On April 18, 2023, the Company sold 563,380 shares of Class A Common Stock to the institutional investor at a price of $3.30 per share for total proceeds $1,859,154. Additionally, on same date, the institutional investor purchased and exercised the 1,009,950 pre-funded warrants, for total proceeds to the Company of $3,332,835, resulting in an aggregate issuance by the Company of 1,573,330 shares of Class A Common Stock for net proceeds of $4,778,550 from the registered direct offering after deducting placement fee and legal expense of $363,439 and $50,000, respectively.

On December 21, 2023, the Company entered into an Inducement Agreement with Armistice Capital Master Fund Ltd. Pursuant to the terms of the Inducement Agreement, the exercise price for the warrants to purchase the remaining 1,573,330 shares of Class A Common Stock of the Company was reduced to $1.34 for a total purchase price of $2,108,262.

On December 21, 2023, the remaining 1,573,330 common stock purchase warrants to purchase shares of Class A Common Stock of the Company at a price of $1.34 per warrant were exercised for total proceeds of $2,108,262.

As of December 31, 2023, the Company had received Notice to Exercise for 798,000 common stock purchase warrants resulting in an issuance by the Company of 798,000 shares of Class A Common Stock. Due to the beneficial ownership limitation provisions in the Inducement Agreement, as of December 31, 2023 the remaining 775,330 common stock purchase warrants exercised on December 21, 2023 were unissued and held in abeyance for benefit of the institutional investor until notice from the institutional investor that the shares may be issued in compliance with the beneficial ownership limitation. On February 7, 2023 and February 27, 2023, the Company issued 320,000 and 455,330 shares, respectively.

All warrants related to this investment have been exercised and are no longer outstanding as of March 31, 2024.

June 5, 2023

On June 1, 2023, the Company entered into a securities purchase agreement (“SPA”) with an Armistice Capital Master Fund Ltd. Pursuant to which the Company agreed to issue and sell to the investor (i) in a registered direct offering, 736,400 shares of Class A Common Stock, par value $0.01 per share of the Company at a price of $2.30 per share, and pre-funded warrants to purchase up to 543,300 shares of Class A Common Stock, at a price of $2.299 per prefunded warrant, at an exercise price of $0.001 per share of Class A Common Stock, and (ii) in a concurrent private placement, common stock purchase warrants, exercisable for an aggregate of up to 1,279,700 shares of Class A Common Stock, at an exercise price of $2.30 per share. On June 5, 2023, the Company sold 736,400 shares of Class A Common Stock to the institutional investor at a price of $2.30 per share for total proceeds of $1,693,720. Additionally, on same date, the institutional investor purchased the 543,300 pre-funded warrants at a price of $2.299 per prefunded warrant, for total proceeds to the Company of $1,249,047, resulting in an issuance by the Company of 736,400 shares of Class A Common Stock for net proceeds of $2,686,773 from the registered direct offering after deducting placement fee and legal expense of $205,994 and $50,000, respectively.

On June 12, 2023, the institutional investor exercised 322,300 pre-funded warrants at a price of $0.001 per prefunded warrant, resulting in an issuance by the Company of 322,300 shares of Class A Common Stock for total proceeds of $322.

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Additionally, on June 23, 2023, the institutional investor exercised 221,000 pre-funded warrants at a price of $0.001 per prefunded warrant, resulting in an issuance by the Company of 221,000 shares of Class A Common Stock for total proceeds of $221.

On December 21, 2023, the Company entered into an Inducement Agreement with Armistice Capital Master Fund Ltd. Pursuant to the terms of the Inducement Agreement, the exercise price for the common stock purchase warrants to purchase the remaining 1,279,700 shares of Class A Common Stock of the Company was reduced to $1.34 for a total purchase price of $1,714,798.

On December 21, 2023, the institutional investor exercised 106,670 warrants to purchase shares of Class A Common Stock of the Company at a price of $1.34 per warrant for total proceeds of $142,938.

As of December 31, 2023, due to the beneficial ownership limitation provisions in the Inducement Agreement, the 106,670 warrants were unissued and held in abeyance for benefit of the institutional investor until notice from the institutional investor that the shares may be issued in compliance with the beneficial ownership limitation. These shares were subsequently issued on February 27, 2023.

The common stock purchase warrants to purchase 1,173,030 shares of the Company’s Class A Common Stock remain outstanding as of March 31, 2024.

December 21, 2023

On December 21, 2023, the Company entered into a warrant exercise agreement (the “WEA”) with a certain existing institutional investor, pursuant to which the institutional investor agreed to exercise (the “Exercise”) (i) a portion (106,670) of the warrants issued to the institutional investor on June 5, 2023, which are exercisable for 1,279,700 shares of the Company’s Class A Common Stock, par value $0.01 per share (“Class A Common Stock”) with a current exercise price of $2.30 per share (the “June 2023 Warrants”), (ii) all of the warrants issued to the institutional investor on September 14, 2022, as amended on June 5, 2023, which are exercisable for 120,000 shares of Class A Common Stock, with a current exercise price of $2.30 per share (the “September 2022 Warrants”), and (iii) all of the warrants issued to the institutional investor on April 18, 2023, which are exercisable for 1,573,330 shares of Class A Common Stock, with a current exercise price of $3.30 per share (the “April 2023 Warrants” and collectively with all of the June 2023 Warrants and the September 2022 Warrants, the “Existing Warrants”). In consideration for the immediate exercise of 1,800,000 of the Existing Warrants for cash, the Company agreed to reduce the exercise price of all of the Existing Warrants, including any unexercised portion thereof, to $1.34 per share, which is equal to the most recent closing price of the Company’s Class A Common Stock on The Nasdaq Stock Market prior to the execution of the WEA. As of March 31, 2024, Armistice had submitted an Exercise Notice for 918,000 Existing Warrants and the shares of Class A Common Stock were issued to the warrant holders. The remaining 882,000 Existing Warrants from this exercise are held in abeyance until the Company receives notice from the holders that the remaining shares may be issued in compliance with the beneficial ownership limitation. As of March 31, 2024, the remaining 882,000 Existing Warrants have been issued.

In addition, in consideration for such Exercise, the Selling Stockholder received new unregistered warrants to purchase up to an aggregate of 3,600,000 shares of Class A Common Stock, equal to 200% of the shares of Class A Common Stock issued in connection with the Exercise, with an exercise price of $1.34 per share (the “New Warrants”) in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933 (the “Securities Act”).

All 3,600,000 of the New Warrants remain outstanding as of March 31, 2024.

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4. Balance Sheet Components

Prepaid expenses and other current assets

Prepaid expenses and other current assets as of March 31, 2024 and December 31, 2023 consisted of the following:

	March 31, 2024		December 31, 2023
Prepaid operating expenses	$	300,002	$	216,875
Rent deposit	27,803		28,400
Value added tax receivable	130,090		116,095
Tax credit receivable (short-term)	66,135		102,151
Miscellaneous receivable	371,996		363,260
Prepaid expenses and other current assets	$	896,026	$	826,781

Capitalized internal-use software, net

Capitalized internal-use software, net as of as of March 31, 2024 and December 31, 2023 consisted of the following:

	Useful Lives	March 31, 2024		December 31, 2023
Internally developed software	5 Years	$	4,043,786	$	3,901,801
Less: Accumulated depreciation		(2,567,593)		(2,429,427)
Capitalized internal-use software, net		$	1,476,193	$	1,472,374

Amortization expense is recognized on a straight-line basis and for the three months ended March 31, 2024 and 2023 totaled $138 thousand and $141 thousand, respectively.

Property and equipment, net

Property and equipment, net as of as of March 31, 2024 and December 31, 2023 consisted of the following:

	Useful Lives	March 31, 2024		December 31, 2023
Computer equipment	3-4 Years	$	150,686	$	152,014
Furniture and fixtures	10 Years	27,405		28,052
Property and equipment, gross		178,091		180,066
Less: Accumulated depreciation		(130,397)		(123,630)
Property and equipment, net		$	47,694	$	56,436

Depreciation expense is recognized on a straight-line basis and for the three months ended March 31, 2024 and 2023 totaled $10 thousand and $42 thousand, respectively.

Accrued expenses

Accrued expenses as of March 31, 2024 and December 31, 2023 consisted of the following:

	March 31, 2024		December 31, 2023
Compensation payable	$	447,306	$	377,403
Commission liability	32,948		26,863
Accrued employee taxes	769,653		624,525
Other accrued liabilities	34,671		115,099
Accrued expenses	$	1,284,578	$	1,143,890

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5. Goodwill and Intangible Assets, Net

There were no changes in the carrying amount of Goodwill for the three months ended March 31, 2024 and 2023.

Intangible assets, net as of March 31, 2024 and December 31, 2023 consisted of the following:

	Useful Lives	March 31, 2024		December 31, 2023
Patent application costs	3 Years	$	493,303	$	484,035
Trade name and trademarks	3 Years	68,821		70,446
Intangible assets, gross		562,124		554,481
Less: Accumulated amortization		(366,080)		(330,791)
Intangible assets, net		$	196,044	$	223,690

The Company added 3 new patents during the three months ended March 31, 2024. The patents issued during the three months ended March 31, 2024 increased our total number of patents to 20 and include:

•On January 2, 2024, the Company received Notice of Issuance for a patent that is a continuation of “Systems and Processes for Lossy Biometric Representation.” This patent is a continuation addresses a long-felt but unresolved need for a system or process that can transform size-variant, personally-identifying biometric templates into fixed-size, privacy-secured representations, while maintaining sufficiently accurate biometric matching capabilities.

•On January 30, 2024, the Company received Notice of Issuance for a patent that is a continuation of “Systems and Processes for Lossy Biometric Representation.” This technology provides a system or process that can transform size-variant, personally-identifying biometric templates into fixed-size, privacy-secured representations, while maintaining sufficiently accurate biometric matching capabilities.

•On March 19, 2024, the Company received Notice of Issuance for a patent entitled “Systems and Methods for Enhanced Hash Transforms.” Conventional cryptographic hashing techniques generally include functions that generate unique signatures given a piece of data, accepting binary strings of characters as an input, and producing a string (e.g., a digital signature) as an output. Our new patent addresses the need for improved techniques for securely handling sensitive data.

Intangible asset amortization expense is recognized on a straight-line basis and for the three months ended March 31, 2024 and 2023 totaled $37 thousand.

Estimated future amortization expense of Intangible assets, net is as follows:

Years Ending December 31,	Amount
2024	86,105
2025	78,133
2026	31,659
2027	147
Total future amortization	$	196,044

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6. Net Loss per Share Attributable to Common Stockholders

The following table presents the calculation of basic and diluted net loss per share:

	For the years ended March 31,
	2024		2023
Numerator:
Net loss attributable to common stockholders	$	(2,678,569)	$	(2,547,450)
Denominator:
Weighted average shares used in computing net loss per share attributable to common stockholders	10,111,993		5,044,775
Net loss per share attributable to common stockholders	$	(0.26)	$	(0.50)

The following potentially dilutive securities were excluded from the computation of diluted net loss per share calculations for the periods presented because the impact of including them would have been anti-dilutive:

	As of March 31,
	2024	2023
Options, RSUs, and grants	1,582,512	735,001
Warrants	6,923,431	1,673,968
Total	8,505,943	2,408,969

7. Stock Awards and Stock-Based Compensation

From time to time, the Company may issue stock awards in the form of Class A Common Stock grants, Restricted Stock Units (RSUs), or Class A Common Stock options with vesting/service terms. Stock awards are valued on the grant date using the Company’s common stock share price quoted on an active market. Stock options are valued using the Black-Scholes-Merton pricing model to determine the fair value of the options. We generally issue our awards in terms of a fixed monthly value, resulting in a variable number of shares being issued, or in terms of a fixed monthly share number.

During the three months ended March 31, 2024 and 2023, the Company entered into agreements with advisory board members and other external advisors to issue cash payments and stock awards in exchange for services rendered to the Company monthly. The total granted stock-based awards to advisory board members and other external advisors during the three months ended March 31, 2024 and 2023 included grants totaling, $9 thousand and $0, respectively, options totaling $0, and RSUs totaling $1 thousand and $3 thousand, respectively.

In addition to issuing stock awards to advisory board members and other external advisors, during the three months ended March 31, 2024 and 2023, the Company granted stock-based awards to multiple employees. The total granted stock-based awards to employees during the three months ended March 31, 2024 and 2023 included grants totaling, $12 thousand and $26 thousand, respectively, options totaling $2 thousand and $4 thousand, respectively, and RSUs totaling $274 thousand and $29 thousand, respectively.

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The following table summarizes stock option activity for the three months ended March 31, 2024 and 2023:

	Options Outstanding	Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Life (years)	Aggregate Intrinsic Value
Balance as of January 1, 2023	387,109	$	6.40	1.45	$	—
Options granted	11,890	2.28
Options exercised	(1,230)	3.25
Options canceled and forfeited	(4,186)	5.73
Balance as of December 31, 2023	393,583	6.27		1.95	—
Options granted	3,825	$	1.57
Options exercised	—	—
Options canceled and forfeited	(1,425)	4.21
Balance as of March 31, 2024	395,983	6.24		1.72	—
Options vested and exercisable as of March 31, 2024	395,983	$	6.24	1.72	—

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 months ended March 31, 2024 and 2023 was $0.

The weighted average grant-date fair value of options granted during the three months ended March 31, 2024 and 2023 was $0.61 and $2.00 per share, respectively. The total grant-date fair value of options that vested during the three months ended March 31, 2024 and 2023 was $2 thousand and $4 thousand, respectively.

The following assumptions were used to calculate the fair value of options granted during the three months ended March 31, 2024:

Fair value of Class A Common Stock	$0.45 — 0.72
Exercise price	$1.49 — 1.64
Risk free interest rate	4.11 — 4.38%
Expected dividend yield	0.00	%
Expected volatility	77.54 — 79.59%
Expected term	3 Years

As of March 31, 2024, the Company had 395,983 stock options outstanding of which all are fully vested options.

As of March 31, 2024, the Company has 87,533 common stock grants outstanding of which 74,465 were vested but not issued and 13,068 were not yet vested. All granted and outstanding common stock grants will fully vest by March 31, 2025. The Company had unrecognized stock-based compensation related to common stock grants of $9 thousand as of March 31, 2024.

As of March 31, 2024, the Company had 1,098,996 RSUs outstanding of which 281,866 were vested but not issued and 817,130 were not yet vested. All granted and outstanding RSUs will fully vest by January 2, 2025. The Company had unrecognized stock-based compensation related to RSUs of $866 thousand as of March 31, 2024.

During the three months ended March 31, 2024 the Company issued 54,734 of Class A Common Stock to employees that were designated for employee stock awards and were previously recorded as treasury stock.

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A summary of outstanding RSU activity as of March 31, 2024 is as follows:

	RSU Outstanding Number of Shares
Balance as of January 1, 2023	292,564
Granted	410,516
Vested (issued)	(159,776)
Forfeited	(97,202)
Balance as of December 31, 2023	446,102
Granted	802,893
Vested (issued)	(122,604)
Forfeited	(27,395)
Balance as of March 31, 2024	1,098,996

Stock-based compensation expense

Our consolidated statements of operations include stock-based compensation expense as follows:

	For the three months ended March 31,
	2024		2023
Cost of services	$	262	$	494
Research and development	8,116		18,855
Selling, general, and administrative	289,508		40,225
Total stock-based compensation expense	$	297,886	$	59,574

8. Related Party Transactions

Related party payables of $96 thousand and $82 thousand as of March 31, 2024 and December 31, 2023, respectively, primarily relate to amounts owed to 10Clouds, the Company’s contractor for software development and investor in the Company, and smaller amounts payable to members of management as expense reimbursements. Total costs incurred in relation to 10Clouds for the three months ended March 31, 2024 and 2023, totaled approximately $104 thousand and $294 thousand, 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 March 31, 2024 and December 31, 2023, the Vital4Data, Inc. commission due was $0.

9. Malta Grant

During July 2020 the Company entered into an agreement with the Republic of Malta that would provide for a grant of up to €200 thousand or $251 thousand as reimbursement for operating expenses over the first twelve months following Trust Stamp Malta’s incorporation in the Republic of Malta. The Company must provide an initial capital amount of €50 thousand or $62 thousand, which is matched with a €50 thousand or $62 thousand grant. The remaining €150 thousand or $190 thousand are provided as reimbursement of operating expenses twelve months following incorporation.

U.S. GAAP does not provide authoritative guidance regarding the receipt of economic benefits from government entities in return for compliance with certain conditions. Therefore, based on ASC 105-10-05-2, non-authoritative accounting guidance from other sources was considered by analogy in determining the appropriate accounting treatment, the Company

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elected to apply International Accounting Standards 20 – Accounting for Government Grants and Disclosure of Government Assistance and recognizes the expected reimbursements from the Republic of Malta as deferred income. As reimbursable operating expenses are incurred, a receivable is recognized (reflected within “Prepaid expenses and other current assets” in the consolidated balance sheets) and income is recognized in a similar systematic basis over the same periods in the consolidated statements of operations. During the three months ended March 31, 2024 and 2023, the Company incurred $0 in expenses that are reimbursable under the grant. As of March 31, 2024, all amounts provided for under this grant were received.

On January 25, 2022, the Company entered into an additional agreement with the government of Malta for a grant of up to €100 thousand or $107 thousand, in terms of the ‘Investment Aid to produce the COVID-19 Relevant Product’ program, to support the proposed investment. The estimated value of the grant is €137 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. Hence, during the three months ended March 31, 2024 and 2023, the Company incurred $0, respectively, in expenses that are reimbursable under the grant. As of March 31, 2024, no amounts provided under this grant were received.

10. Leases and Commitments

Operating Leases — The Company leases office space in Atlanta, Georgia, which serves as its corporate headquarters, office space in Malta, which serves as its research and development facility, and vehicles in Malta that are considered operating lease arrangements under ASC 842 guidance. In addition. the Company contracts for month-to-month coworking arrangements in other office spaces in North Carolina, Denmark, Poland, and Rwanda to support its dispersed workforce. As of March 31, 2024, there were no minimum lease commitments related to month-to-month lease arrangements.

Initial lease terms are determined at commencement date, the date the Company takes possession of the property, and the commencement date is used to calculate straight-line expense for operating leases. Certain leases contain renewal options for varying periods, which are at the Company’s sole discretion. For leases where the Company is reasonably certain to exercise a renewal option, such option periods have been included in the determination of the Company’s Operating lease right-of-use assets and Operating lease liabilities. The Company’s leases have remaining terms of 1 to 5 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	March 31, 2024
Weighted average remaining lease term	2.58 years
Weighted average discount rate	5.0	%

During the three months ended March 31, 2024, the Company did not terminate any operating leases.

Balance sheet information related to leases as of as of March 31, 2024 and December 31, 2023 was as follows:

	March 31, 2024		December 31, 2023
Operating lease right-of-use assets
Operating lease right-of-use assets	$	184,642	$	164,740
Operating lease liabilities
Short-term operating lease liabilities	$	69,727	$	81,236
Long-term operating lease liabilities	84,288		53,771
Total operating lease liabilities	$	154,015	$	135,007

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Future maturities of ASC 842 lease liabilities as of March 31, 2024 are as follows:

Years Ending December 31,	Principal Payments		Imputed Interest Payments		Total Payments
2024	$	57,391	$	4,444	$	61,835
2025	57,386		3,170		60,556
2026	22,455		1,137		23,592
2027	8,556		607		9,163
2028	8,227		172		8,399
Total future maturities	$	154,015	$	9,530	$	163,545

Total lease expense, under ASC 842, was included in Selling, general, and administrative expenses in our consolidated statement of operations for the three months ended March 31, 2024 and 2023 as follows:

	For the three months ended March 31,
	2024		2023
Operating lease expense – fixed payments	$	39,877	$	83,034
Short term lease expense	11,936		21,935
Total lease expense	$	51,813	$	104,969

Supplemental cash flows information related to leases was as follow:

	For the three months ended March 31,
	2024		2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	(41,741)	$	(66,546)

During the three months ended March 31, 2024, the Company did not incur variable lease expense.

Financial Liability Obligation — The Company’s financial liability totaled $0 and $162 thousand as of March 31, 2024 and December 31, 2023, respectively, for an executed agreement with a telecommunications company for acquiring mobile hardware. On March 3, 2023, the Company provided a 30-day termination notice to the telecommunications company which terminates the mobile hardware data service. Under the contract terms with the telecommunications company, upon termination of the data service the Company must pay the remaining financial liability during the final data service billing period. The remaining financial liability was resolved with a settlement and no further payment is due as of March 31, 2024.

Litigation — The Company is not currently involved with and does not know of any pending or threatening litigation against the Company or any of its officers or directors in connection with its business.

11. Subsequent Events

Securities and Purchase Agreement — On April 1, 2024, the Company entered into a Securities Purchase Agreement (the “SPA”) with the Selling Stockholder. On April 3, 2024 the transaction contemplated by the SPA occurred pursuant to the terms of the SPA, the Selling Stockholder agreed, at the closing of the SPA and upon the terms and subject to the conditions set forth in the SPA, to purchase from the Company 499,990 shares of Class A Common Stock, par value $0.01 of the Company, and pre-funded warrants to purchase 1,500,010 shares of Class A Common Stock of the Company at a purchase price of $0.968 per share (“Warrant A”) for a total purchase price of $1,936,000. The Company paid offering costs of $220,520 resulting in net proceeds of $1,715,480.

Additionally, pursuant to the SPA, as additional consideration for the share and Warrant A purchase described above, the Company agreed to issue to the Selling Stockholder a stock purchase warrant for the purchase of 2,000,000 shares of the Company’s Class A Common Stock at an exercise price of $0.968 per share (“Warrant B”), and a stock purchase warrant

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for the purchase of 1,600,000 shares of the Company’s Class A Common Stock at an exercise price of $1.06 per share (“Warrant C”).

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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, 2023, 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 develops proprietary artificial intelligence-powered identity and trust solutions at the intersection of biometrics, privacy, and cybersecurity, that enable organizations to protect themselves and their users while empowering individuals to retain ownership of their identity data and prevent fraudulent activity using their identity.

Trust Stamp tackles industry challenges including data protection, regulatory compliance, and financial accessibility, with cutting-edge technology including biometric science, cryptography, and machine learning. Our core technology irreversibly transforms identity information to create tokenized identifiers that enable accurate authentication without the need to store or share sensitive data. By retaining the usefulness of biometric-derived data while minimizing the risk, we allow businesses to adopt biometrics and other anti-fraud initiatives while protecting personal information from hacks and leaks.

Trust Stamp’s key sub-markets are identity authentication for the purpose of account opening, access, and fraud detection, the creation of tokenized digital identities to facilitate financial and societal inclusion, and in-community case management software for alternatives to detention and other governmental uses.

As biometric solutions proliferate, so does the need to protect biometric data. Stored biometric images and templates represent a growing and unquantified financial, security, and PR liability and are the subject of governmental, media, and public scrutiny since biometric data cannot be “changed” once they are hacked, as they are directly linked to the user’s physical features and/or behaviors. Privacy concerns around biometric technology have led to close attention from regulators, with multiple jurisdictions placing biometrics in a special or sensitive category of personal data and demanding much stronger safeguards around collection and safekeeping.

To address this unprecedented danger and increased cross-industry need to establish trust quickly and securely in virtual environments, Trust Stamp has developed its Irreversibly Transformed Identity Token, or IT2TM, solutions, which replace biometric templates with a cryptographic hash that can never be rebuilt into the original data and cannot be used to identify the subject outside the environment for which it is designed.

Trust Stamp’s data transformation and comparison technology is vendor and modality-agnostic, allowing organizations including other biometric services providers to benefit from the increased protection, efficiency, and utility of our proprietary tokenization process. With online and offline functionality, Trust Stamp technology is effective in even the most remote locations in the world.

Trust Stamp also offers end-to-end solutions for multi-factor biometric authentication for account access and recovery, KYC/AML compliance, customer onboarding, and more, which allow organizations to approve more genuine users, keep bad actors from accessing systems and services and retain existing users with a superior user experience.

Markets

Trust Stamp has evaluated the market potential for its services in part by reviewing the following reports, articles, and data sources, none of which were commissioned by the Company, and none of which are to be incorporated by reference:

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Data Security and Fraud

•In 2022, 4,145 publicly disclosed breaches exposed over 22 billion records according to the “2021 Year End Report: Data Breach QuickView” published by Flashpoint.

•The cumulative merchant losses to online payment fraud between 2023 and 2027 will exceed $343 billion globally according to a 2022 report titled “Fighting Online Payment Fraud in 2022 & Beyond” published by Juniper Research.

Trust Stamp addresses this market with biometric identity verification and biometric authentication solutions — which offer Trust Stamp’s proprietary irreversible identity token to perform biometric-based matching in a secure and tokenized domain, matching tokenized personally identifiable information while implementing liveness detection.

Biometric Authentication

•By 2027, the value of biometrically authenticated remote mobile payments will reach $1.2 trillion globally, according to a 2022 report titled “Mobile Payment Biometrics” published by Juniper Research.

•The global biometric system market size is valued at $41.1 billion per annum in 2023, with a forecast compound growth of 20.4% from 2023 to 2030 with a 2030 revenue forecast of $150.6 billion according to the 2023 report titled “Biometric Technology Market Size, Share & Trends Analysis Report By Component, By Offering, By Authentication Type, By Application, By End-use, By Region, And Segment Forecasts, 2023 — 2030” published by Grand View Research.

Trust Stamp addresses this market through its biometric authentication and liveness detection products — which offer Trust Stamp’s proprietary irreversible identity token to perform biometric matching in a secure and tokenized domain. This permits biometric authentication without the risk of storing pictures and biometric templates.

In addition to identity authentication, the Company’s deep learning algorithms can be used to identify specific criteria from facial biometric captures and the Company has been developing and testing age-estimation software for the rapidly growing age verification market. The new age estimation software is expected to go live with a first commercial client in Q3 of 2024.

Financial and Societal Inclusion

•As of 2021, 1.4 billion people were unbanked according to the “Global Findex Database 2021” published by The World Bank.

•131 million small and medium-sized enterprises in emerging markets lack access to finance, limiting their ability to grow and thrive (UNSGSA Financial Inclusion Webpage, Accessed March 2023).

•The global market for Microfinance is estimated at $157 Billion in the year 2020, and is projected to reach $342 billion by 2026 according to the 2022 report titled “Microfinance - Global Market Trajectory & Analytics” published by Global Industry Analysts, Inc.

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.

The Company is developing products and working with partners and industry organizations in other sectors that offer significant market opportunities, in particular, the IOT, global data management, healthcare, Metaverse platform and

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cryptographic key and account credential safekeeping sectors. For example, the Company has developed a “crypto key vault” solution that leverages proven facial biometric authentication and irreversible data transformation technology to protect private keys for digital assets while ensuring long-term data protection and access credential availability.

Principal Products and Services

Trust Stamp’s most important technology is the Irreversibly Transformed Identity TokenTM (also known as the IT2 TM, Evergreen HashTM, EgHashTM and MyHashTM) combined with a data architecture that can use one or multiple sources of biometric or other identifying data. Once a “hash translation” algorithm is created, like-modality hashes are comparable regardless of their origin. The IT2 protects against system and data redundancy, providing a lifelong “digital-DNA” that can store (or pivot to) any type of KYC or relationship data with fields individually hashed or (salted and) encrypted, facilitating selective data sharing. Products utilizing the IT2 are Trust Stamp’s primary products, accounting for the majority of its revenues during the three months ended March 31, 2024.

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.

Key Customers

The Company’s initial business consisted of developing proprietary privacy-first identity solutions and then implementing them through custom applications built and maintained for a small number of key customers. In 2022, the Company added to its product offerings a modular and highly scalable SaaS model with low-code or no implementation (“the Orchestration Layer”). Although the Company remains open to significant opportunities to deliver custom solutions, sales of Orchestration Layer products are the primary focus of the Company’s sales and development initiatives. This strategic pivot in the Company’s go-to-market approach negatively impacted revenue in 2023 while we believe that it will substantially increase potential revenue in 2024 and thereafter.

Historically, the Company generated most of its income through two long-term partnerships, comprising a relationship with an S&P 500 bank with services provided pursuant to a Master Software Agreement entered into in 2017, together with a relationship with Mastercard International (“Mastercard”) with services provided under the terms of a ten-year technology services agreement entered into in March 2019 (the "TSA”). Both of those relationships remain strong, and the Company anticipates future revenue growth from the two relationships.

Under the TSA, IT2 TM technology is being implemented by Mastercard for Humanitarian & Development purposes as a core element of its Community Pass and Inclusive Identity offerings. Use cases include not only financial services for individuals and businesses but also empowering people and communities to meet basic needs, such as nutritious food, clean water, housing, education, and healthcare. The Company is paid to develop and host software solutions utilizing the IT2 and to support Mastercard’s implementations. In addition, the Company is paid on a “per user per year” basis for all transactions utilizing its technology. In December of 2022, the Company entered into a modification of the agreed pricing schedule with Mastercard to move from a per-use to a per-user-year model to broaden the range of potential use cases. The TSA may be terminated by either party in the event of a material breach by the other party that remains uncured within thirty days after notice is received of such a breach. Either party may terminate the TSA if the other party becomes, including, but not limited to, insolvent, subject to bankruptcy, dissolved, or liquidated. Unless the TSA is terminated, the TSA will automatically renew for additional one year-periods in perpetuity unless either party provides ninety days written notice of intent not to renew. To date, the Company has received guaranteed minimum annual payments on account of usage. According to the October 2023 interview of Mastercard Executive Vice President and Founder of the Community Pass from the article titled “Mastercard’s Community Pass founder says digital ID platform improving lives, digital inclusion” published by Biometric Update. Mastercard’s Community Pass program currently serves approximately 3.5 million users and is targeting 30 million users by 2027. Based upon information provided to us by Mastercard we anticipate user-based revenue starting in 2024 and growing year-on-year thereafter.

In 2022, the Company expanded its key customer base to include a relationship with FIS, a relationship focused upon the implementation of our Orchestration Layer and underlying technologies in FIS’ Global KYC product offering.

The Orchestration Layer is a low-code platform that is designed to be a one-stop shop for Trust Stamp services and provides easy integration to our products; chargeable on a per-use basis. The Orchestration Layer utilizes the Company’s

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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.

In the third quarter of 2022, the Company acquired its first 2 new customers on the Orchestration Layer through its partnership with FIS, and in the fourth quarter of 2022, 4 additional FIS customers onboarded. As of March 31, 2024, a total of 48 financial institutions with over $345 billion in assets have been onboarded via FIS, bringing the total number of (FIS and non-FIS) customers either fully implemented or are currently implementing the Orchestration Layer to 51. The first (non-FIS) client onboarded to the Orchestration Layer in the third quarter of 2022 has generated $286 thousand of revenue for the Company to date including $53 thousand during the three months ended March 31, 2024. Although each of the institutions onboarded via FIS pays a small onboarding fee, given the typical time taken by a financial institution to test, implement, and roll out any new technology, the Company does not anticipate any significant revenue from the new FIS customers until late in 2024.

Reinforced by the product-market fit indicated by the FIS roll-out, the Company is building an internal direct sales force to offer the Orchestration Layer to non-FIS institutions. A key criterion for the account executives recruited is possessing significant experience and a successful track record in the identity solutions market. This expansion into direct sales is a work-in-progress and the Company is dynamically adapting its approach based upon progress towards acceptable success metrics.

In Management's opinion, while the unanticipated loss of any one of our current customers, including our channel partnership with FIS, could have an adverse effect on the Company’s financial position, it would not prevent us from continuing our operations.

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 income (loss) adjusted to exclude (1) other expense, (2) other income, (3) gain on sale of mobile hardware, (4) interest expense, (5) interest income, (6) stock-based compensation, (7) change in fair value of warrant liabilities (8) impairment of assets, (9) non-cash expenses for in-kind services, (10) depreciation, and (11) certain other items management believes affect the comparability of operating results.

Management believes that Adjusted EBITDA, when viewed with our results under U.S. GAAP and the accompanying reconciliations, provides useful information about our period-over-period results. Adjusted EBITDA is presented because management believes it provides additional information with respect to the performance of our fundamental business activities and is also frequently used by securities analysts, investors and other interested parties in the evaluation of 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 Loss to Adjusted EBITDA

	For the three months ended March 31,
	2024		2023
Net loss before taxes	$	(2,678,569)	$	(2,547,450)
Add: Other expense	6,336		743
Less: Other income	(193,114)		(44,614)
Add: Interest expense, net	18,549		10,231
Add: Stock-based compensation	297,886		59,574
Add (Less): Change in fair value of warrant liability	(2,460)		1,340
Add: Non-cash expenses for in-kind services	—		18,547
Add: Depreciation and amortization	184,801		219,181
Adjusted EBITDA loss (non-GAAP)	$	(2,366,571)	$	(2,282,448)

Adjusted EBITDA loss (non-GAAP) for the three months ended March 31, 2024, increased by 3.69%, to $2.37 million from $2.28 million for the three months ended March 31, 2023. The overall increase in Adjusted EBITDA loss (non-GAAP) was driven primarily by the increase in Selling, general, and administrative expenses (as a result of bolstering our sales resources and bringing in-house technical positions that were previously outsourced) for the three months ended March 31, 2024 when compared to the three months ended March 31, 2023. See “Results of Operations” below for further discussion on the drivers behind the increase in Adjusted EBITDA loss (non-GAAP) during the three months ended March 31, 2024.

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Results of Operations

The following table summarizes our consolidated statements of operations for the three months ended March 31, 2024 and 2023:

	For the three months ended March 31,
	2024		2023
Net revenue	$	573,676	$	458,633
Operating Expenses:
Cost of services (exclusive of depreciation and amortization shown separately below)	294,598		216,958
Research and development	451,842		632,369
Selling, general, and administrative	2,491,693		1,969,875
Depreciation and amortization	184,801		219,181
Total Operating Expenses	3,422,934		3,038,383
Operating Loss	(2,849,258)		(2,579,750)
Non-Operating Income (Expense):
Interest expense, net	(18,549)		(10,231)
Change in fair value of warrant liability	2,460		(1,340)
Other income	193,114		44,614
Other expense	(6,336)		(743)
Total Other Income (Expense), Net	170,689		32,300
Net Loss before Taxes	(2,678,569)		(2,547,450)
Income tax expense	—		—
Net loss before non-controlling interest	(2,678,569)		(2,547,450)
Net loss attributable to non-controlling interest	—		—
Net loss attributable to T Stamp Inc.	$	(2,678,569)	$	(2,547,450)
Basic and diluted net loss per share attributable to T Stamp Inc.	$	(0.26)	$	(0.50)
Weighted-average shares used to compute basic and diluted net loss per share	10,111,993		5,044,775

Comparison of the Three Months Ended March 31, 2024 and 2023

Net revenue

	For the three months ended March 31,
	2024		2023		$ Change		% Change
Net revenue	$	573,676	$	458,633	$	115,043	25.08	%

During the three months ended March 31, 2024, Net revenue increased to $574 thousand, or a 25.08% increase from the Net revenue of $459 thousand for the three months ended March 31, 2023. During the three months ended March 31, 2024, the $574 thousand in Net revenue consisted of $327 thousand from an S&P 500 bank, $154 thousand from Mastercard, and various other customers for the remaining $92 thousand. The majority of the increase in the comparative periods results from an S&P 500 bank adopting the Orchestration Layer, which increased revenue by $216 thousand.

During the three months ended March 31, 2024, the Company generated $297 thousand total revenue from customers using the Orchestration Layer including implementing the Orchestration Layer platform for 34 new enterprise customers through FIS on the Software-as-a-Service (SaaS) platform. In comparison, during the three months ended March 31, 2023, the Company generated $58 thousand total revenue from Orchestration Layer customers. Since its launch in the third quarter of 2022, there have been 51 enterprise customers on the Orchestration Layer platform, including 48 financial institutions, as of March 31, 2024. Additionally, revenue from the Orchestration Layer's flagship enterprise customer grew 26.24% between the comparative periods as a result of transitioning and launching the customer on the Orchestration Layer

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platform. Orchestration Layer's flagship enterprise customer is already in full production and generating monthly recurring revenue with gross margins in excess of 83.44%. Finally, the Company's S&P 500 bank customer began its transition to an augmented version of the SaaS platform during the three months ended March 31, 2024.

The Orchestration Layer is designed to be a one-stop-shop for Trust Stamp services and provides for easy integration to our products; chargeable on a per-use basis and is accelerating the Company’s evolution from being exclusively a custom solutions provider to also offering a modular and highly scalable SaaS model with low-code implementation.

Cost of services

	For the three months ended March 31,
	2024		2023		$ Change		% Change
Cost of services	$	294,598	$	216,958	$	77,640	35.79	%

Cost of services (“COS”) increased by $78 thousand or 35.79% for the three months ended March 31, 2024, compared to the three months ended March 31, 2023. The increase during this period was primarily driven by costs related to $42 thousand for the expansion of our proof of identity solutions using a third-party as required for proof of identity contracts. The solution was not considered a cost of sale until the third quarter of 2023, thus, there were no expenses for this solution during the three months ended March 31, 2023. In addition, the Company saw an increase in service requests during the three months ended March 31, 2024 from our S&P 500 Bank customer under existing statements of work.

Research and development

	For the three months ended March 31,
	2024		2023		$ Change		% Change
Research and development	$	451,842	$	632,369	$	(180,527)	(28.55)	%

Research and development (“R&D”) expenses decreased by $181 thousand, or 28.55% for the three months ended March 31, 2024, compared to the three months ended March 31, 2023. The decrease in R&D expense during the three months ended March 31, 2024 was primarily driven by the decrease in outsourced software development as the Company continued to transition this work internally which results in cost savings as internal work is more cost effective. Comparatively, outsourced software development costs decreased by 64.66% when comparing the three months ended March 31, 2024 to the three months ended March 31, 2023. In both periods, R&D expenses mainly were related to R&D payroll and other R&D compensation expenses.

Selling, general, and administrative

	For the three months ended March 31,
	2024		2023		$ Change		% Change
Selling, general, and administrative	$	2,491,693	$	1,969,875	$	521,818	26.49	%

Selling, general, and administrative expense (“SG&A”) increased by $522 thousand, or 26.49%, for the three months ended March 31, 2024, compared to the three months ended March 31, 2023. The increase in SG&A expense was driven by a $604 thousand increase in salaries, stock-based compensation, payroll costs, and sales commissions during the three months ended March 31, 2024. Headcount increased by 2.41%, from 83 FTE for the three months ended March 31, 2023, compared to 85 FTE for the three months ended March 31, 2024 due to bolstering our sales resources and bringing in-house technical positions that were previously outsourced. Likewise, there was an increase of $249 thousand in SG&A during the three months ended March 31, 2024 due to the timing of stock-based compensation awards.

The increases in SG&A were offset by notable reductions in SG&A for the three months ended March 31, 2024 including a total reduction of $281 thousand in professional fees, management consulting and training, office rent, and costs related to carrying mobile hardware assets as direct result of the Company's recent non-personnel cost cutting initiative.

In both periods, SG&A expenses were primarily comprised of payroll and other compensation expenses to our Company's workforce.

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Depreciation and amortization

	For the three months ended March 31,
	2024		2023		$ Change		% Change
Depreciation and amortization	$	184,801	$	219,181	$	(34,380)	(15.69)	%

Depreciation and amortization (“D&A”) decreased by $34 thousand, or 15.69% for the three months ended March 31, 2024, compared to the three months ended March 31, 2023. The primary driver for the decrease in D&A relates to the Company selling mobile hardware in April 2023. As a result of the sale, there is $0 expense for mobile hardware depreciation during the three months ended March 31, 2024 and $30 thousand of expense for mobile hardware depreciation during the three months ended March 31, 2023.

Operating loss

	For the three months ended March 31,
	2024		2023		$ Change		% Change
Operating loss	$	(2,849,258)	$	(2,579,750)	$	(269,508)	10.45	%

The Company’s Operating loss increased by $270 thousand or 10.45% for the three months ended March 31, 2024, compared to the three months ended March 31, 2023. The increase in Operating loss was mostly related to the increase of $385 thousand or 12.66% rise in operating expenses as a result of bolstering our sales resources and bringing in-house technical positions that outpaced Net revenue growth.

Interest expense, net

	For the three months ended March 31,
	2024		2023		$ Change		% Change
Interest expense, net	$	(18,549)	$	(10,231)	$	(8,318)	81.30	%

Interest expense, net increased by $8 thousand, or 81.30% for the three months ended March 31, 2024, compared to the three months ended March 31, 2023.The increase in interest expense is primarily due to an increase of $5 thousand as a result of the Malta loan interest rate increasing from 4.5% for the three months ended March 31, 2023 to 6.5% for the three months ended March 31, 2024. Additionally, the Company recorded $4 thousand in interest expense during the three months ended March 31, 2024 for interest accrued on Malta's tax obligations. Interest earned decreased by $43 to $117 for the three months ended March 31, 2024 from $160 for the three months ended March 31, 2023.

Change in fair value of warrant liability

	For the three months ended March 31,
	2024		2023		$ Change		% Change
Change in fair value of warrant liability	$	2,460	$	(1,340)	$	3,800	(283.58)	%

The Company recognized a gain in Change in fair value of warrant liability during the three months ended March 31, 2024 of $2 thousand compared to a loss of $1 thousand during the three months ended March 31, 2023. 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 March 31,
	2024		2023		$ Change		% Change
Other income	$	193,114	$	44,614	$	148,500	332.86	%

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Other income increased by $149 thousand for the three months ended March 31, 2024, compared to the three months ended March 31, 2023. The increase was primarily due to a $187 thousand gain from a settlement of a mobile hardware bill that was outstanding as of March 31, 2023, which we negotiated for a lower payment, and paid during the three months ended March 31, 2024.

Other expense

	For the three months ended March 31,
	2024		2023		$ Change		% Change
Other expense	$	(6,336)	$	(743)	$	(5,593)	752.76	%

Other expense increased by $6 thousand for the three months ended March 31, 2024, compared to the three months ended March 31, 2023. The Company incurred $6 thousand in unrealized loss on foreign currency translation expense for the three months ended March 31, 2024, 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.

Liquidity and Capital Resources

As of March 31, 2024, the Company had approximately $817 thousand cash in its banking accounts. The Company is generating revenues, but has not yet generated profits, with a net loss for the three months ended March 31, 2024 of $2.68 million, Net operating cash outflows of $2.16 million for the same period, and an accumulated deficit of $53.53 million as of March 31, 2024. The Company is not currently generating sufficient amounts of cash to meet its requirements for the next 12 months. The Company anticipates that it will need to raise capital from equity and/or debt financings within the next six (6) months in order to fund its operations.

Subsequent Investment and Pro Forma Balance Sheet

On April 1, 2024, the Company entered into a Securities Purchase Agreement (the “SPA”) with the Selling Stockholder. Pursuant to the terms of the SPA, the Selling Stockholder agreed, at the closing of the SPA (the “Closing”) and upon the terms and subject to the conditions set forth in the SPA, to purchase from the Company 499,990 shares of Class A Common Stock, par value $0.01 of the Company, and pre-funded warrants to purchase 1,500,010 shares of Class A Common Stock of the Company at a purchase price of $0.968 per share ( “Warrant A”) for a total purchase price of $1,936,000.

Additionally, pursuant to the SPA, as additional consideration for the share and Warrant A purchase described above, the Company agreed to issue to the Selling Stockholder a stock purchase warrant for the purchase of 2,000,000 shares of the Company’s Class A Common Stock at an exercise price of $0.968 per share (“Warrant B”), and a stock purchase warrant for the purchase of 1,600,000 shares of the Company’s Class A Common Stock at an exercise price of $1.060 per share (“Warrant C”), (Warrant A, Warrant B and Warrant C shall collectively be referred to herein as the “Warrants”).

On April 3, 2024 the transaction contemplated by the SPA occurred (the “Closing”). The Closing was subject to a number of customary closing conditions, including, but not limited to, the Company’s entry into a Registration Rights Agreement, and providing issuance instructions to the Company’s transfer agent.

At the Closing, the Selling Stockholder purchased 499,990 shares of Class A Common Stock at a purchase price of $0.968 per share, and the Company issued prefunded warrants for $0.968 per share, Warrant A, to the Selling Stockholder to purchase 1,500,010 shares of Class A Common Stock at an exercise price of $0.00 per share.

The Company paid the Placement Agent $135,520, representing 7% of the total purchase price under the SPA of $1,936,000. Expense reimbursements under the Placement Agent Agreement total $10,000. Legal fees under the SPA total $75,000. The net proceeds from the investment was $1,715,480. The Company paid $50,000 in legal fees during the three months ended March 31, 2024 recording the expense to Deferred financing costs as of March 31, 2024.

The Company agreed to provide the Selling Stockholder a right of participation in any subsequent financings of the Company from the date of the Closing until the date that is 18 months thereafter in which the Company issues shares of its common stock (or common stock equivalents). In such an event, the Selling Stockholder will have the right to participate in

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that financing in up to an amount equal to 25% of the amount raised in that financing on the same terms, conditions and price provided to other Selling Stockholders in the financing.

Warrant A is exercisable at any time by the Selling Stockholder following the issue date until five (5) years thereafter. Warrant B and Warrant C may be exercised at any time by the Selling Stockholder starting six months following the issue date until five (5) years thereafter.

As of May 14, 2024, the Selling Stockholder has not requested issuance of the pre-funded Warrants, has not exercised any of the Warrants, and still holds all 499,990 shares of Class A Common Stock purchased pursuant to the SPA.

The following table sets forth our consolidated cash and cash equivalents and capitalization as of March 31, 2024 on an actual basis and as adjusted basis to reflect the sale of (i) 499,990 shares of Class A Common Stock by us at the public offering price of $0.968 per share, and (ii) pre-funded warrants to purchase 1,500,010 shares of our Class A Common Stock at $0.968 per share.

		March 31, 2024		March 31, 2024 (Pro Forma As Adjusted, Reflecting the Sale of 499,990 shares of Class A Common Stock, pre-funded warrants to purchase 1,500,010 shares of our Class A Common Stock, and warrants to purchase 3,600,000 shares of our Class A Common Stock)
Assets
Cash and cash equivalents	$	816,692	$	2,532,172
Total Current Liabilities		2,783,926		2,783,926
Warrant liabilities		254,076		254,076
Non-convertible notes payable, plus accrued interest		946,395		946,395
Long-term operating lease liabilities		84,288		84,288
Total Liabilities		4,068,685		4,068,685
Stockholders’ Equity:
Common stock		100,997		105,997
Additional paid-in capital		54,641,448		56,351,928
Accumulated other comprehensive income		171,361		171,361
Accumulated deficit		(53,531,854)		(53,531,854)
Total T Stamp Inc. Stockholders’ Equity		1,381,952		3,097,432
Non-controlling interest		161,439		161,439
Total Stockholders’ Equity		1,543,391		3,258,871
Total Liabilities and Stockholders’ Equity	$	5,612,076	$	7,327,556

We note that the Company currently has an effective resale registration statement on Form S-3 pursuant to which the Selling Stockholder may exercise of certain of the Warrants that are exercisable for cash (which are the Warrant B and Warrant C Warrants described above). The Selling Stockholder would pay the Company an exercise price of either $0.968 per share (for the Warrant B Warrants) and $1.06 per share (for the Warrant C Warrants), subject to any adjustment pursuant to the terms of the Warrants, or an aggregate of approximately $3,632,000 if those Warrants are exercised in full for cash. However, we note that, as of the date of this Quarterly Report on Form 10-Q, the last closing price of our Class A Common Stock on the Nasdaq Capital Market was $0.75 per share on May 14, 2024. Unless (and until) this price increases over $0.968 and/or $1.06, it is unlikely any of the Warrants would be exercised for cash by the Selling Stockholder.

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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 three months ended March 31, 2024 of $2.68 million, Net operating cash outflows of $2.16 million for the same period, and an Accumulated deficit of $53.53 million as of March 31, 2024.

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 a reasonable period.

Cash Flows

The following table summarizes our cash flows for the three months ended March 31, 2024 and 2023:

	For the three months ended March 31,
	2024		2023
Net cash flows from operating activities	$	(2,157,635)	$	(154,578)
Net cash flows from investing activities	$	(155,962)	$	(191,231)
Net cash flows from financing activities	$	(22,497)	$	(103,058)

Operating Activities

Net cash flows from operating activities increased by 1295.82% from $155 thousand during the three months ended March 31, 2023, compared to $2.16 million during the three months ended March 31, 2024. Of the $2.68 million net loss for the three months ended March 31, 2024, there were various cash and non-cash adjustments that were added back to the Net loss to arrive at $2.16 million cash used for operating activities for the three months ended March 31, 2024.

Those adjustments included the add back of $298 thousand related to stock-based compensation mainly due to due to bolstering our sales resources and bringing in-house technical positions that were previously outsourced. Additionally, there is an add back of $257 thousand in Deferred revenue mainly due an annual license fee billing of $345 thousand that will be recognized over the current year in alignment with the service period. Cash and noncash add backs also included $185 thousand for non-cash Depreciation and amortization, and $43 thousand for cash received on Accounts receivable.

The add backs were offset by reductions in certain cash and noncash adjustments including $162 thousand for the noncash settlement of mobile hardware liabilities, $69 thousand increase in Prepaid expenses and other current assets mainly due to the receipt of invoices for billing of 2024 service period, and $14 thousand from the timing of accruals.

Investing Activities

Net cash used in investing activities during the three months ended March 31, 2024 was $156 thousand, compared to net cash of $191 thousand used in the three months ended March 31, 2023. Cash used in investing activities during the three months ended March 31, 2024 related primarily to continued investments in technologies intended to be capitalized and monetized over time. In addition, the Company continued to prioritize intellectual property, which produced one (1) new pending patent applications and three (3) issued patents with the United States Patent and Trademark Office during the three months ended March 31, 2024.

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Financing Activities

During the three months ended March 31, 2024, Net cash flows from financing activities was $22 thousand, compared to Net cash flows from financing activities of $103 thousand for the three months ended March 31, 2023. During the three months ended March 31, 2024, there was a $22 thousand tax withholding accrual for net issuances on employee equity compensation and $0 thousand for a prepayment of legal fees for the April 2024 investment discussed above in "Subsequent Investment and Pro Forma Balance Sheet".

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 policies from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023.

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 March 31, 2024, we carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer along with the Chief Financial Officer, of the effectiveness, design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon the foregoing, the Chief Executive Officer along with the Chief Financial Officer concluded that our disclosure controls and procedures were effective. In addition, based on such evaluation we have identified no changes in our internal control over financial reporting that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Controls Over Financial Reporting

As a publicly traded company, we are required to comply with the SEC’s rules implementing Section 302 and 404 of the Sarbanes-Oxley Act, which require management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of controls over financial reporting.

Our management is responsible for establishing and maintaining an adequate system of internal control over financial reporting, as defined in the Exchange Act Rule 13a-15(f). Management conducted an assessment of our internal control over financial reporting based on the framework established in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework.

Based on our evaluation, management concluded that our internal control over financial reporting was effective as of March 31, 2024.

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Change in Internal Control over Financial Reporting

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 March 31, 2024 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, 2023 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 three months ended March 31, 2024, the Company did not sell any securities in transactions not registered under the Securities Act.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibit No.	Exhibit Description
3.1	Third Amended and Restated Certificate of Incorporation (incorporated by reference to the Company’s Form 8-K filed with the SEC on July 7, 2023).
3.2	Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed with the SEC on December 12, 2022).
4.1	Warrant issued to the Armistice Capital Master Fund Ltd. dated September 14, 2022 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 15, 2022).
4.2	Form of Warrant dated November 9, 2016 ($5,000 per share) (incorporated by reference to Exhibit 3.9 to the Company’s Form DOS filed with the SEC on December 30, 2019).
4.3	Form of Warrant dated November 9, 2016 ($1,000,000) (incorporated by reference to Exhibit 3.10 to the Company’s Form DOS filed with the SEC on December 30, 2019).
4.4	Form of Warrant dated September 30, 2016 (incorporated by reference to Exhibit 3.11 to the Company’s Form DOS filed with the SEC on December 30, 2019).
4.5	Form of Warrant dated December 16, 2016 (incorporated by reference to Exhibit 3.12 to the Company’s Form DOS filed with the SEC on December 30, 2019).
4.6	Warrant issued by the Company to Reach® Ventures 2017 LP (incorporated by reference to Exhibit 3.14 to the Company’s Form 1-A filed with the SEC on March 12. 2020).
4.7	Warrant issued by the Company to Second Century Ventures, LLC (incorporated by reference to Exhibit 3.15 to the Company’s Form 1-A filed with the SEC on March 12. 2020).

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4.8	Form of Private Placement Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on April 18, 2023).
4.9	Form of Private Placement Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on June 5, 2023).
4.10	Form of New Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 21, 2023).
4.11	Warrant A issued to the investor dated April 1, 2024 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by the Company on April 4, 2024).
4.12	Warrant B issued to the investor dated April 1, 2024 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by the Company on April 4, 2024).
4.13	Warrant C issued to the investor dated April 1, 2024 (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed by the Company on April 4, 2024).
10.1	Emergent Agreement dated June 11, 2020 (incorporated by reference to Exhibit 6.11 to the Company’s Form 1-SA for the six months ended June 30, 2020 filed with the SEC on September 28, 2020).
10.2	Executive Employment Agreements of Gareth Genner and Andrew Gowasack, effective as of December 8, 2020 (incorporated by reference to Exhibit 6.13 to the Company’s Form 1-K for the year ended December 31, 2020 filed with the SEC on April 30, 2021).
10.3	Malta Enterprise Letter dated July 8, 2020 sent to the Company (Repayable Advance of €800,000) (incorporated by reference to Exhibit 6.14 to the Company’s Form 1-A/A filed with the SEC on January 12, 2022).
10.4	Purchase Order executed September 23, 2021 issued by U.S. Immigration and Customs Enforcement to the Company (as Contractor) (incorporated by reference to Exhibit 6.15 to the Company’s Form 1-A/A filed with the SEC on January 12, 2022).
10.5	Letter of Appointment effective December 1, 2021 sent by the Company to Berta Pappenheim (as non-executive director appointee) (incorporated by reference to Exhibit 6.16 to the Company’s Form 1-A/A filed with the SEC on January 12, 2022).
10.6	Letter of Appointment effective December 1, 2021 sent by the Company to Kristin Stafford (as non-executive director appointee) (incorporated by reference to Exhibit 6.17 to the Company’s Form 1-A/A filed with the SEC on January 12, 2022).
10.7	Warrant Agency Agreement between the Company and Colonial Stock Transfer Company, Inc. dated August 20, 2021. (incorporated by reference to Exhibit 6.18 to the Company’s Form 1-A/A filed with the SEC on January 12, 2022).
10.8	Mutual Channel Agreement dated November 15, 2020 between the Company and Vital4Data, Inc. (incorporated by reference to Exhibit 6.19 to the Company’s Form 1-A/A filed with the SEC on January 12, 2022).
10.9	Warrant to Purchase Common Stock between the Company and Second Century Ventures, LLC dated April 22, 2020 (incorporated by reference to Exhibit 6.9 to the Company’s Form 1-A/A filed with the SEC on April 30, 2020).
10.10	Settlement Agreement dated July 1, 2019 between Emergent Technology Holdings, LP and the Company . (Incorporated by reference to Exhibit 6.1 to the Company’s Form 1-A filed with the SEC on March 12, 2020).
10.11	Amendment dated April 15, 2022 to Purchase Order executed September 23, 2021 issued by U.S. Immigration and Customs Enforcement to the Company (as Contractor) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 21, 2022).
10.12	Amendment dated July 15, 2022 to Purchase Order executed September 23, 2021 issued by U.S. Immigration and Customs Enforcement to the Company (as Contractor) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 21, 2022).
10.13	Securities Purchase Agreement, dated September 11, 2022 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 15, 2022).
10.14	Registration Rights Agreement, dated September 11, 2022 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on September 15, 2022).
10.15	Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on September 15, 2022).

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10.16	Placement Agent Agreement dated September 11, 2022 (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on September 15, 2022).
10.17	Executive Employment Agreement of Alex Valdes, effective as of December 8, 2020 (incorporated by reference to Exhibit 6.12 to the Company’s Form 1-K for the year ended December 31, 2020 filed with the SEC on April 30, 2021).
10.18	Executive Employment Agreement of Andrew Scott Francis, effective as of December 8, 2020 (incorporated by reference to Exhibit 6.13 to the Company’s offering statement on Form 1-A filed with the SEC on November 19, 2021).
10.19	Form of Securities Purchase Agreement by and between the Company and a certain institutional investor dated April 14, 2023 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 18, 2023).
10.20	Form of Securities Purchase Agreement by and between the Company and a certain institutional investor dated June 1, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 5, 2023).
10.21	Warrant Amendment by and between the Company and a certain institutional investor dated June 1, 2023 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on June 5, 2023).
10.22	Form of Warrant Exercise Agreement, dated December 21, 2023 by and between T Stamp Inc. and the Institutional Investor (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 21, 2023).
10.23	Securities Purchase Agreement dated April 1, 2024 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on April 4, 2024).
10.24	Registration Rights Agreement dated April 1, 2024 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Company on April 4, 2024).
10.25	Placement Agent Agreement dated April 1, 2024 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by the Company on April 4, 2024)
31.1*	Certification of the principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of the principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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: May 15, 2024

/s/ Alex Valdes

Alex Valdes, Principal Financial Officer, Principal Accounting Officer

Date: May 15, 2024

/s/ Andrew Gowasack

Andrew Gowasack, President, Director

Date: May 15, 2024

/s/ William McClintock

William McClintock, Director

Date: May 15, 2024

/s/ Charles Potts

Charles Potts, Director

Date: May 15, 2024

/s/ Joshua Allen

Joshua Allen, Director

Date: May 15, 2024

/s/ Kristin Stafford

Kristin Stafford, Director

Date: May 15, 2024

/s/ Berta Pappenheim

Berta Pappenheim, Director

Date: May 15, 2024

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