idai-20250331

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, 2025

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

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 USC. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. o

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of May 14, 2025, there were 2,482,811 shares of Class A Common Stock, par value $0.01 per share, of the registrant outstanding.

Table of Contents

T STAMP INC.

TABLE OF CONTENTS


		Page
PART I	FINANCIAL INFORMATION

Item 1.	Financial Statements	3
	Condensed Consolidated Balance Sheets as of March 31, 2025 (Unaudited) and December 31, 2024	3
	Condensed Consolidated Statements of Operations for the three months ended March 31, 2025 and 2024 (Unaudited)	4
	Condensed Consolidated Statements of Comprehensive Loss for the three months ended March 31, 2025 and 2024 (Unaudited)	5
	Condensed Consolidated Statements of Stockholders’ Equity for the three months ended March 31, 2025 and 2024 (Unaudited)	6
	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024 (Unaudited)	7
	Notes to Condensed Consolidated Financial Statements (Unaudited)	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosures About Market Price	42
Item 4.	Controls and Procedures	42

PART II	OTHER INFORMATION

Item 1.	Legal Proceedings	44
Item 1A.	Risk Factors	44
Item 2.	Unregistered Sale of Equity Securities and Use of Proceeds	44
Item 3.	Defaults Upon Senior Securities	44
Item 4.	Mine Safety Disclosures	44
Item 5.	Other Information	44
Item 6.	Exhibits	45
	Signatures	49

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements.

T STAMP INC.

CONDENSED CONSOLIDATED BALANCE SHEETS


	March 31, 2025		December 31, 2024
	(unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	1,137,652	$	2,783,321
Accounts receivable, net (includes unbilled receivables of $5,056 and $0 as of March 31, 2025 and December 31, 2024, respectively and related party receivables of $277,571 and $0 as of March 31, 2025 and December 31, 2024 )	678,294		332,931
Note receivable, related party	300,000		1,000,000
Related party receivables	14,574		21,932
Prepaid expenses and other current assets	409,650		529,116
Total Current Assets	2,540,170		4,667,300
Capitalized internal-use software, net	1,591,932		1,549,332
Goodwill	1,248,664		1,248,664
Intangible assets, net	186,801		213,278
Property and equipment, net	64,007		31,675
Operating lease right-of-use assets	119,911		152,569
Investments	849,212		719,212
Other assets	25,335		17,794
Total Assets	$	6,626,032	$	8,599,824
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	252,311	$	298,207
Related party payables	42,110		56,594
Accrued expenses	394,638		521,137
Deferred revenue	338,634		141,168
Income tax payable	7,806		7,806
Current portion of loans payable	—		3,056,384
Short-term operating lease liabilities	61,324		84,549
Total Current Liabilities	1,096,823		4,165,845

Warrant liabilities	250,480		255,039
Notes payable, including accrued interest of $11,285 and $58,235, as of March 31, 2025 and December 31, 2024, respectively	1,005,635		951,727
Long-term operating lease liabilities	28,476		38,369
Total Liabilities	2,381,414		5,410,980

Commitments, Note 11

Stockholders’ Equity:
Common stock $0.01 par value, 50,000,000 shares authorized, 2,487,052 and 2,023,351 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively	24,871		20,234
Additional paid-in capital	67,535,255		64,284,462
Accumulated other comprehensive income	138,879		181,148
Accumulated deficit	(63,615,826)		(61,458,439)
Total T Stamp Inc. Stockholders’ Equity	4,083,179		3,027,405
Non-controlling interest	161,439		161,439
Total Stockholders’ Equity	4,244,618		3,188,844
Total Liabilities and Stockholders’ Equity	$	6,626,032	$	8,599,824

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

Table of Contents

T STAMP INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)


	For the three months ended March 31,
	2025		2024
Net revenue (includes related party revenue of $87,847 and $0 during the three months ended March 31, 2025 and 2024, respectively)	$	545,471	$	573,676
Operating Expenses:
Cost of services (exclusive of depreciation and amortization shown separately below)	300,710

SEC Form 10-Q filed by T Stamp Inc.