What changed in T Stamp Inc's 2023 10-K compared to 2022?

Across the narrative sections we track, T Stamp Inc (IDAI) added 299 paragraphs, removed 330, and edited 171 between the 2022 and 2023 10-K filings. The biggest movers are Item 7. Management's Discussion & Analysis (+141/−174), Item 1. Business (+88/−88), Item 1A. Risk Factors (+50/−52).

Did T Stamp Inc add new Risk Factors in the 2023 10-K?

Yes — Item 1A Risk Factors shows 50 new/edited paragraphs and 52 removed paragraphs versus the 2022 10-K.

What changed in T Stamp Inc's MD&A (Item 7) in 2023?

Item 7 Management's Discussion & Analysis shows 141 new/edited paragraphs and 174 removed paragraphs year-over-year. Read the side-by-side diff to see exactly which revenue, margin, and outlook commentary was rewritten.

Did T Stamp Inc's Legal Proceedings (Item 3) change in 2023?

Item 3 shows 1 added/edited paragraphs and 2 removed paragraphs — usually indicating new litigation disclosed or settled cases removed.

Where does this IDAI 10-K diff come from?

The source filings are T Stamp Inc's official 2022 and 2023 Form 10-K annual reports from SEC EDGAR. 10q10k.net parses each filing, aligns paragraphs by section (Item 1, 1A, 1C, 2, 3, 7, 7A), and highlights every added, removed and edited sentence side-by-side.

What changed in T Stamp Inc's 10-K — 2022 vs 2023

Paragraph-level year-over-year comparison of T Stamp Inc's 2022 and 2023 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2023 report.

+299 added−330 removedSource: 10-K (2024-04-01) vs 10-K (2023-03-30)

Top changes in T Stamp Inc's 2023 10-K

299 paragraphs added · 330 removed · 171 edited across 7 sections

Item 7. Management's Discussion & Analysis+141 / −174 · 57 edited
Item 1. Business+88 / −88 · 64 edited
Item 1A. Risk Factors+50 / −52 · 37 edited
Item 5. Market for Registrant's Common Equity+17 / −12 · 10 edited
Item 3. Legal Proceedings+1 / −2 · 1 edited

Item 1. Business

Business — how the company describes what it does

64 edited+24 added−24 removed34 unchanged

2022 filing

2023 filing

Biggest changeFiling/ Issue Date Title Priority Information Status 32742-118398 15/342,994 10,924,473 11/03/2016 02/16/2021 TRUST STAMP 62/253,538 ISSUED 08/16/2024: First Maintenance Fee Due 32742-123473 15/955,270 11,095,631 04/17/2018 08/17/2021 SYSTEMS AND METHODS FOR IDENTITY VERIFICATION VIA THIRD PARTY ACCOUNTS 62/486,210 ISSUED 02/17/2025: First Maintenance Fee Due 32742-136046 16/855,576 11,263,439 04/22/2020 03/01/2022 SYSTEMS AND METHODS FOR PASSIVE-SUBJECT LIVENESS VERIFICATION IN DIGITAL MEDIA 15/782,940 ISSUED 09/01/2025 First Maintenance Fee Due 32742-136047 16/855,580 11,244,152 04/22/2020 02/08/2022 SYSTEMS AND METHODS FOR PASSIVE-SUBJECT LIVENESS VERIFICATION IN DIGITAL MEDIA 15/782,940 ISSUED 08/08/2025 First Maintenance Fee Due 32742-136048 16/855,588 11,263,440 04/22/2020 03/01/2022 SYSTEMS AND METHODS FOR PASSIVE-SUBJECT LIVENESS VERIFICATION IN DIGITAL MEDIA 15/782,940 ISSUED 09/01/2025: First Maintenance Fee Due 32742-136049 16/855,594 11,263,441 04/22/2020 03/01/2022 SYSTEMS AND METHODS FOR PASSIVE-SUBJECT LIVENESS VERIFICATION IN DIGITAL MEDIA 15/782,940 ISSUED 09/01/2025: First Maintenance Fee Due 32742-136050 16/855,598 11,263,442 04/22/2020 03/01/2022 SYSTEMS AND METHODS FOR PASSIVE-SUBJECT LIVENESS VERIFICATION IN DIGITAL MEDIA 15/782,940 ISSUED 09/01/2025: First Maintenance Fee Due 32742-136051 16/855,606 11,373,449 04/22/2020 06/28/2022 SYSTEMS AND METHODS FOR PASSIVE-SUBJECT LIVENESS VERIFICATION IN DIGITAL MEDIA 15/782,940 ISSUED 12/28/2025 First Maintenance Fee Due 32742-130399 16/403,106 11,093,771 05/03/2019 08/17/2021 SYSTEMS AND METHODS FOR LIVENESS-VERIFIED, BIOMETRIC-BASED ENCRYPTION 62/667,133 ISSUED 02/17/2025: First Maintenance Fee Due 32742-135668 16/841,269 11,301,586 04/06/2020 04/12/2022 SYSTEMS AND PROCESSES FOR LOSSY BIOMETRIC REPRESENTATIONS 62/829,825 ISSUED 10/12/2025 First Maintenance Fee Due 32742-118149 15/782,940 10,635,894 10/13/2017 04/28/2020 SYSTEMS AND METHODS FOR PASSIVE-SUBJECT LIVENESS VERIFICATION IN DIGITAL MEDIA 62/407,717 62/407,852 62/407,693 ISSUED 10/28/2023: First Maintenance Fee Due 16 Table of Contents Trademarks The following is a summary of Trust Stamp’s issued and pending Trademarks as of March 15, 2023. Serial / Registration Number Filing Date Trademark Country Status 97/613,025 N/A 06/29/2022 N/A ALTERNATIVES TO DETENTION US PENDING APPLICATION Under examination 97/276,185 N/A 02/21/2022 N/A PRIVTECH US PENDING APPLICATION Statement of Use Due: 05/08/2023 97/276,205 N/A 02/21/2022 N/A PRIVTECH CERTIFIED US PENDING APPLICATION Statement of Use Due: 06/13/2023 97/276,214 N/A 02/21/2022 N/A THE PRIVACY-FIRST IDENTITY COMPANY US PENDING APPLICATION Statement of Use Due: 07/17/2023 87/411,586 5,329,048 04/14/2017 11/07/2017 TRUST STAMP US REGISTERED Section 8 & 15 Renewal Due: 11/07/2023 87/852,642 5,932,877 03/27/2018 12/10/2019 TRUSTED MAIL US REGISTERED Section 8 & 15 Renewal Due: 12/10/2025 88/256,534 6,103,860 01/10/2019 07/14/2020 IDENTITY LAKE US REGISTERED Section 8 & 15 Renewal Due: 07/14/2026 88/708,795 6,252,645 11/27/2019 01/19/2021 MYHASH US REGISTERED Section 8&15 Renewal Due: 01/19/2027 88/709,274 6,252,649 11/27/2019 01/19/2021 TRUSTED PRESENCE US REGISTERED Section 8&15 Renewal Due: 01/19/2027 90/041,950 6,494,610 07/08/2020 09/21/2021 TRUSTED PAYMENTS US REGISTERED Section 8 & 15 Renewal Due: 09/21/2027 88/674,108 6,775,329 10/30/2019 06/28/2022 TRUSTCARD US REGISTERED Section 8 & 15 Renewal Due: 06/28/2028 97/101,273 6,965,728 10/31/2021 01/24/2023 METAPRESENCE US REGISTERED Renewal Due: 01/24/2029 17 Table of Contents Subsidiaries and Affiliates Given the geographic diversity of our team and to facilitate cost-effective administration, Trust Stamp conducts various aspects of its operations through subsidiaries.

Biggest changeSerial / Registration Number Filing Date Trademark Country Status 98/379,747 N/A 1/29/2024 THE PRIVACY FIRST IDENTITY COMPANY US PENDING APPLICATION 97/892,087 N/A 04/17/2023 N/A TRUSTED CHAT US PENDING APPLICATION Statement of Use or Request for Extension Due: 04/17/2024 97/894,011 N/A 04/18/2023 N/A US PENDING Statement of use or Request for Extension Due: 04/17/2024 97/613,025 N/A 06/29/2022 N/A ALTERNATIVES TO DETENTION US PENDING APPLICATION Statement of use or Request for Extension Due: 04/17/2024 97/276,185 N/A 02/21/2022 N/A PRIVTECH US PENDING APPLICATION Statement of Use Due: 05/08/2024 97/276,205 N/A 02/21/2022 N/A PRIVTECH CERTIFIED US PENDING APPLICATION Statement of Use Due: 06/13/2024 97/276,214 N/A 02/21/2022 N/A THE PRIVACY-FIRST IDENTITY COMPANY US PENDING APPLICATION Statement of Use Due: 07/17/2024 87/411,586 5,329,048 04/14/2017 11/07/2017 TRUST STAMP US REGISTERED Section 8 & 15 Renewal Filed: 10/24/2023 87/852,642 5,932,877 03/27/2018 12/10/2019 TRUSTED MAIL US REGISTERED Section 8 & 15 Renewal Due: 12/10/2025 88/256,534 6,103,860 01/10/2019 07/14/2020 IDENTITY LAKE US REGISTERED Section 8 & 15 Renewal Due: 07/14/2026 88/708,795 6,252,645 11/27/2019 01/19/2021 MYHASH US REGISTERED Section 8&15 Renewal Due: 01/19/2027 88/709,274 6,252,649 11/27/2019 01/19/2021 TRUSTED PRESENCE US REGISTERED Section 8&15 Renewal Due: 01/19/2027 90/041,950 6,494,610 07/08/2020 09/21/2021 TRUSTED PAYMENTS US REGISTERED Section 8 & 15 Renewal Due: 09/21/2027 88/674,108 6,775,329 10/30/2019 06/28/2022 TRUSTCARD US REGISTERED Section 8 & 15 Renewal Due: 06/28/2028 97/101,273 6,965,728 10/31/2021 01/24/2023 METAPRESENCE US REGISTERED Renewal Due: 01/24/2029 15 Table of Contents Subsidiaries and Affiliates Given the geographic diversity of our team and to facilitate cost-effective administration, Trust Stamp conducts various aspects of its operations through subsidiaries.

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 a bankruptcy, dissolved or liquidated.

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.

Uses can include (e.g.): o The provision of hashing / services to enterprises, NGOs, and government, to overlay on third-party biometric and identity data o Hash licensing, translation, and certification services for biometric vendors o Management of zero-knowledge-proof services, whether as a tributary between Identity Lakes or operating consortium lakes o Tokenized identity creation for large scale deployments, such as humanitarian and government identity programs.

Uses can include (e.g.): • The provision of services and hashing to enterprises, NGOs, and government, to overlay on third-party biometric and identity data. • Hash licensing, translation, and certification services for biometric vendors. • Management of zero-knowledge-proof services, whether as a tributary between Identity Lakes or operating consortium lakes. • Tokenized identity creation for large scale deployments, such as humanitarian and government identity programs.

Fines for non-compliance can range from $100 to $750 per consumer per incident. Additionally, in certain cases the California Privacy Protection Agency may impose administrative fines ranging from $2,500 to $7,500 for each violation. BIPA BIPA, which was enacted in 2008, addresses the collection, use and retention of biometric information by private entities.

Fines for non-compliance can range from $100 to $750 per consumer per incident. Additionally, in certain cases, the California Privacy Protection Agency may impose administrative fines ranging from $2,500 to $7,500 for each violation. BIPA The Biometric Information Privacy Act ("BIPA"), which was enacted in 2008, addresses the collection, use, and retention of biometric information by private entities.

As part of the creation of this entity, we entered into an agreement with the government of Malta for a repayable advance of up to €800,000 to cover 75% of the first 24 months of payroll costs for any employee who begins 36 months from the execution of the agreement on July 8, 2020. Trust Stamp Rwanda Limited.

As part of the creation of this entity, we entered into an agreement with the government of Republic of Malta for a repayable advance of up to €800,000 to cover 75% of the first 24 months of payroll costs for any employee who begins 36 months from the execution of the agreement on July 8, 2020. Trust Stamp Rwanda Limited.

All subsidiaries share resources across the entire Trust Stamp organization. The officers and directors of Trust Stamp have influence over the operations of all subsidiaries and employees across jurisdictions. Only one of our subsidiaries, Biometric Innovations Limited, has its own management team. T Stamp Inc. Corporate Structure Chart TStamp Incentive Holdings .

This directive requires business to ensure consent requests are made and that consent is received from the user before the use of cookies is made. Businesses must communicate the privacy rules with accurate and specific information regarding the data contained in the cookie. Information must be communicated before the consent requests are made, in plain language.

This directive requires businesses to ensure consent requests are made and that consent is received from the user before the use of cookies is made. Businesses must communicate the privacy rules with accurate and specific information regarding the data contained in the cookie. Information must be communicated before the consent requests are made, in plain language.

Principal Products and Services Trust Stamp’s most important technology is the Irreversibly Transformed Identity Token TM (also known as the IT 2TM , Evergreen Hash TM , EgHash TM and MyHash TM ) combined with a data architecture that can use one or multiple sources of biometric or other identifying data.

Principal Products and Services Trust Stamp’s most important technology is the Irreversibly Transformed Identity Token TM (also known as the IT 2 TM , Evergreen Hash TM , EgHash TM and MyHash TM ) combined with a data architecture that can use one or multiple sources of biometric or other identifying data.

We believe that this combination will make it unattractive for a potential competitor to replicate the 6-years and multi-million dollars, that we have already expended, to try and circumvent our multiple (and continuing) patent filings and/or offer a parallel product based upon a different technology.

We believe that this combination will make it unattractive for a potential competitor to replicate the six-years and multi-million dollars that we have already expended, to try and circumvent our multiple (and continuing) patent filings and/or offer a parallel product based upon a different technology.

In addition, we also utilize SourceFit, a company in the Philippines, for PEO services, representing approximately 2% of our operating expenses during the year ended December 31, 2022. Amazon Web Services provides cloud hosting and processing services, representing approximately 2-3% of our operating expenses during the year ended December 31, 2022.

In addition, we also utilize SourceFit, a company in the Philippines, for PEO services, representing approximately 2% of our operating expenses during the year ended December 31, 2023. Amazon Web Services provides cloud hosting and processing services, representing approximately 3% of our operating expenses during the year ended December 31, 2023.

It requires data controllers to implement more stringent operational 12 Table of Contents requirements for processors and controllers of personal data, including, for example, transparent and expanded disclosure to data subjects (in a concise, intelligible and easily accessible form) about how their personal information is to be used, imposes limitations on retention of information, increases requirements pertaining to health data and pseudonymized (i.e., key-coded) data, introduces mandatory data breach notification requirements, and sets higher standards for data controllers to demonstrate that they have obtained valid consent for certain data processing activities.

It requires data controllers to implement more stringent operational requirements for processors and controllers of personal data, including, for example, 10 Table of Contents transparent and expanded disclosure to data subjects (in a concise, intelligible, and easily accessible form) about how their personal information is being used, imposes limitations on retention of information, increases requirements pertaining to health data and pseudonymized (i.e., key-coded) data, introduces mandatory data breach notification requirements, and sets higher standards for data controllers to demonstrate that they have obtained valid consent for certain data processing activities.

Once a “hash translation” algorithm is created, like-modality hashes are comparable regardless of their origin. The IT 2 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.

The Orchestration Layer facilitates no-code and low-code implementations, making adoption faster and even more cost-effective for a broader range of potential customers. It is expected to accelerate the Company’s evolution, from being exclusively a custom solutions provider, to also offering a modular and highly scalable Software-as-a-Service (SaaS) model with low-code implementation.

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.

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 while minimizing the need to store or share sensitive data.

Metapresence Limited participates in The Digital Isle of Man Accelerator Program, which provides access to a range of government services including regulatory acceleration support and guided access into the regulatory sandbox, where flexible licensing conditions enable digital asset businesses to explore opportunities and adapt as the technology evolves.

Metapresence Limited participates in The Digital Isle of Man Accelerator Program, which provides access to a range of government services including regulatory acceleration support and guided access into 16 Table of Contents the regulatory sandbox, where flexible licensing conditions enable digital asset businesses to explore opportunities and adapt as the technology evolves.

Trust Stamp’s biometric authentication, liveness detection, and information tokenization enable individuals to verify and establish their identities using 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.

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.

Available Information Our website is www.truststamp.ai. Available on this website, free of charge, are our annual reports, quarterly reports, and current reports on form 8-K and all amendments to those reports as soon as reasonably practicable after such material is electronically filed or furnished to the SEC.

Available Information Our website is www.truststamp.ai. As soon as reasonably practicable after such material is electronically filed or furnished to the Securities and Exchange Commission ("SEC"), our annual reports, quarterly reports, and current reports on form 8-K and all amendments to those reports are available on this website, free of charge.

The GDPR provides that EU member states may introduce further conditions, including limitations, to make their own further laws and regulations limiting the processing of genetic, biometric or health data. ePrivacy Directive The ePrivacy directive sets out the rules relating to the processing of personal data across public communications networks.

The GDPR provides that European Union member states may introduce further conditions, including limitations, to make their own further laws and regulations limiting the processing of genetic, biometric, or health data. ePrivacy Directive The ePrivacy directive sets out the rules relating to the processing of personal data across public communications networks.

Our 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: 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. 5 Table of Contents Trust Stamp addresses this market with biometric identity verification and biometric authentication - which utilizes Trust Stamp’s proprietary irreversible identity token to perform biometric matching in a secure and tokenized domain, matching tokenized personally identifiable information and liveness detection.

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: 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. 4 Table of Contents 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.

We are unaware of any other provider being able to offer or support a proliferation of authentication modalities in this fashion, and therefore we believe there are no other companies that directly compete with us in this space. If our go-to-market strategy is successful, biometric service providers can be a channel distributer, and not necessarily a competitor.

We are unaware of any other provider being able to offer or support a proliferation of authentication modalities in this fashion, and therefore we believe there are no other companies that directly compete with us in this space. If our go-to-market strategy is successful, biometric service providers can be channel distributors, and not necessarily competitors.

Trust Stamp addresses this market through its biometric authentication and liveness detection - which utilizes 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.

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.

The commercial advantage of our solution is our ability to work across providers and modalities and we continue to pursue a first-mover advantage including our global –scale partnership which is achieving a network effect in the global Humanitarian and Development market.

The commercial advantage of our solution is our ability to work across providers and modalities and we continue to pursue a first-mover advantage including our global–scale partnership which is achieving a network effect in the global 7 Table of Contents Humanitarian and Development market.

Regulation Our business is not currently subject to any licensing requirements in any jurisdiction in which we operate, other than the requirement to hold a business license in the City of Atlanta (with which we are in compliance), and the requirement to hold a trading license in Rwanda (with which we are in compliance).

Regulation Our business is not currently subject to any licensing requirements in any jurisdiction in which we operate, other than the requirement to hold a business license in the City of Atlanta (with which we are in compliance), and the requirement to 9 Table of Contents hold a trading license in Rwanda (with which we are in compliance).

Example federal (US) and European statutes we could be subject to are: o Health Insurance Portability and Accountability Act (HIPAA) o Health Information Technology for Economic and Clinical Health Act (HITECH) o The General Data Protection Regulation 2016/679 (GDPR) o ePrivacy Privacy Directive o The California Privacy Rights Act (CPRA) o The California Consumer Privacy Act (CCPA) o Biometric Information Privacy Act (BIPA) HIPAA and HITECH Under the administrative simplification provisions of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), as amended by the Health Information Technology for Economic and Clinical Health Act “HITECH”), the U.S.

Examples of American and European federal statutes we could be subject to are: • Health Insurance Portability and Accountability Act (HIPAA) • Health Information Technology for Economic and Clinical Health Act (HITECH) • The General Data Protection Regulation 2016/679 (GDPR) • ePrivacy Privacy Directive • The California Privacy Rights Act (CPRA) • The California Consumer Privacy Act (CCPA) • Biometric Information Privacy Act (BIPA) HIPAA and HITECH Under the administrative simplification provisions of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), as amended by the Health Information Technology for Economic and Clinical Health Act “HITECH”), the U.S.

Products utilizing the IT 2 are Trust Stamp’s primary products, accounting for the majority of its revenues during the year ended December 31, 2022.

Products utilizing the IT 2 are Trust Stamp’s primary products, accounting for the majority of its revenues during the year ended December 31, 2023.

Each token can be stored and compared to all other tokens from the same modality, allowing the Company’s AI-powered analytics to predict if a single subject has generated two or more tokens, even if the subject has passed conventional KYC with, e.g., falsified identity 7 Table of Contents documents.

IT 2 Solutions The IT 2 (for Irreversibly Transformed Identity Token) replaces biometric templates and scans with meaningless numbers, letters, and symbols in order to remove sensitive data from the reach of criminals using a proprietary process by which a deep neural network irreversibly converts biometric and other identifying data, from any source, into the secure tokenized identity.

IT 2 Solutions The IT 2 replaces biometric templates and scans with meaningless numbers, letters, and symbols to remove sensitive data from the reach of criminals using a proprietary process by which a deep neural network irreversibly converts biometric and other identifying data, from any source, into the secure tokenized identity.

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”) are in compliance with General Data Protection Regulation (“GDPR”) requirements.

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.

Trust Stamp Malta Limited. Trust Stamp Malta Limited is a wholly owned subsidiary of T Stamp Inc. It operates an R&D Campus in the Republic of Malta, for which it has entered into a lease with a local commercial landlord in Malta, Vassallo Group Realty Ltd. The goal of Trust Stamp Malta Limited is to advance our biometric authentication technology.

It operates an R&D Campus in the Republic of Malta, for which it has entered into a lease with a local commercial landlord in Malta, Vassallo Group Realty Ltd. The goal of Trust Stamp Malta Limited is to advance our biometric authentication technology.

GDPR The EU-wide General Data Protection Regulation imposes onerous accountability obligations requiring data controllers and processors to maintain a record of their data processing and policies.

GDPR The European Union's General Data Protection Regulation ("GDPR") imposes onerous accountability obligations requiring data controllers and processors to maintain a record of their data processing and policies.

Competition We can work with any identity data from any source, potentially breaking vendor and modality lock-in, but our primary market target is the biometric service industry, which is growing exponentially while being threatened by a consumer, media, and legislative backlash against storing biometric data. The IT 2 can potentially be overlaid on any biometric or other identity data provider.

Competition We can potentially work with any identity data from any source, potentially breaking vendor and modality lock-in, but our primary market target is the biometric service industry, which is growing exponentially while being threatened by a consumer, media, and legislative backlash against storing biometric data.

SaaS agreements are typically serviced through the Company’s Orchestration Layer platform, which is being utilized in FIS’ new global identity authentication system. The platform includes our proprietary tokenization technology, and is designed to provide easy integration with, and access to, Trust Stamp’s products, chargeable on a per use basis.

SaaS Agreements Software-as-a-Service ("SaaS") agreements are typically serviced through the Company’s Orchestration Layer platform, which is being utilized in new global identity authentication system with Fidelity Information Services, LLC ("FIS"). The platform includes our proprietary tokenization technology and is designed to provide easy integration with and access to, Trust Stamp’s products, chargeable on a per-use basis.

Trust Stamp Denmark focuses on developing and marketing GDPR compliant products in Denmark and within the EU from a Danish base that can passport authorized products throughout the EU.

Trust Stamp Denmark ApS focuses on developing and marketing GDPR compliant products in Denmark and throughout the European Union from a strategic Danish base that can passport authorized products throughout the European Union.

As of December 31, 2022, the Company had 10 full-time and 1 part-time team member that works out of the United States, 25 full-time members that work out of Malta, 7 full-time team members in Poland and Central Europe, 2 full-time and 4 part-time team members in the United Kingdom, 1 full-time team member in the Isle of Man, 15 full-time team members working in the Philippines, 13 full-time team members working in Rwanda, 1 full-time team member working in the Netherlands, 1 full-time team member in Denmark, and 3 full-time team members working remotely in India.

As of December 31, 2023, the Company had 14 full-time and 1 part-time team member that works out of the United States, 26 full-time members and 1 part-time team member that work out of Malta, 10 full-time team members in Poland and Central Europe, 1 full-time and 4 part-time team members in the United Kingdom, 1 full-time team member in the Isle of Man, 14 full-time team members and 2 part-time team members working in the Philippines, 11 full-time team members working in Rwanda, 2 full-time team members in Denmark, and 1 full-time team member working remotely in India.

Alternatively, you may access these reports at the SEC’s website at www.sec.gov. 19 Table of Contents

Alternatively, you may access these reports at the SEC’s website at www.sec.gov.

Trust Stamp enters into licensing and SaaS agreements. 8 Table of Contents License agreements are typically as a hosted offering, on-premise solution, or both, with its customers, pursuant to which the customer pays for the initial product development plus a license fee for the use of Trust Stamp’s technologies on a periodic and/or volume-based basis.

Licensing Agreements License agreements are typically a hosted offering, on-premise solution, or both pursuant to which the customer pays for the initial product development plus a license fee for the use of Trust Stamp’s technologies on a periodic and/or volume-based basis.

By virtue of handling sensitive PII and biometric data, we are subject to numerous statutes related to data privacy, and additional legislation and regulation should be anticipated in every jurisdiction in which we operate.

By virtue of handling sensitive PII and biometric data, we are subject to numerous statutes related to data privacy, and additional legislation and given the current focus on the collection, storage, and use of biometrics, additional regulation should be anticipated in every jurisdiction in which we operate.

Our strategy in this respect is to: o Expand the scope and range of services that we provide to and through our existing clients o Continue to add significant new clients for our current and future services o Offer our services via channel partners with substantial distribution networks o Offer our technology on a “low code” basis, providing access via an orchestration layer and/or open-APIs to enable implementation by a broader range of clients o The addition of alternate authentication tools including non-facial-biometric options and non-biometric-knowledge and device-based tools facilitating two and multi-factor authentication 9 Table of Contents o Offer our IT 2 technology for use by other biometric and data services providers to protect and extend the usability of their data o Provide ready-to-use / customizable platforms that leverage our IT 2 technology in specialized markets Human Capital Given the geographic diversity of its team, and to facilitate cost-effective administration, Trust Stamp secures the services of its permanent team members through a variety of administrative structures that include wholly owned subsidiaries, professional employer organizations and consulting contracts.

Growth Strategy Our strategy is to: • Expand the scope and range of services that we provide to and through our existing clients. • Continue to add significant new clients for our current and future services. • Offer our services via channel partners with substantial distribution networks. • Offer our technology on a “low code” basis, providing access via an orchestration layer and/or open-APIs to enable implementation by a broader range of clients. • The addition of alternate authentication tools including non-facial-biometric options and non-biometric-knowledge and device-based tools facilitating two and multi-factor authentication. • Offer our IT 2 technology for use by other biometric and data services providers to protect and extend the usability of their data. • Provide ready-to-use / customizable platforms that leverage our IT 2 technology in specialized markets.

In addition, prior to collecting any biometric information, the regulation required businesses to obtain a written release for the collection of the biometric information from the individual, or the individual’s legally authorized representative after notice has been given. BIPA provides statutory damages of up to $1,000 for each negligent violation, and up to $5,000 for each intentional or reckless violation.

As of the date of this report, the entity has no operations, and is essentially dormant. T Avatar LLC . Established by the Company to provide anonymized age-verification tools for minors participating in online activities. As of the date of this report, the entity has no operations, and is essentially dormant.

The Company established AIID Payments Limited to provide payments services to NGO’s and other non-profit and social-welfare entities and activities. As of the date of this report, the entity has no operations, and is essentially dormant. T Avatar LLC . Trust Stamp established T Avatar LLC to provide anonymized age-verification tools for minors participating in online activities.

As such, as of the date of this report, the entity has no operations, and is essentially dormant. Sunflower Artificial Intelligence Technologies. Based out of Poland, this entity acted as the contracting entity for development contractors in Poland and Central Europe but is now being dissolved as the contractors have entered into direct contracts with T Stamp Inc.

Based out of Poland, Trust Stamp established Sunflower Artificial Intelligence Technologies as the contracting entity for development contractors in Poland and Central Europe As of the date of this report, the contractors have entered into direct contracts with T Stamp Inc.

Unless the TSA is terminated, the TSA will automatically renew for additional one year-periods unless either party provides written notice within ninety days of intent not to renew.

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.

Our technology is being used for enhanced due diligence, KYC/AML compliance, synthetic identity fraud reduction and “second chance” approval for customer onboarding and account access, together with the delivery of humanitarian and development services. The solution allows organizations to approve more users, keep bad actors from accessing systems and services, and retain existing users with a superior user experience.

As of the date of this report, 262,546 shares of Class A Common Stock are still held by TSIH – however, all of these shares of Class A Common Stock have been allocated for issuance pursuant to the RSUs that vested on January 2, 2023 and all RSUs vested during the year ended December 31, 2022.

As of December 31, 2023, 54,734 shares of Class A Common Stock are still held by TSIH – however, all of these shares of Class A Common Stock have been allocated for issuance pursuant to employee Restricted Stock Units that vested on January 2, 2024.

In the opinion of our management, we would be able to continue operations without our current customers (including our channel partnership with FIS). However, the unanticipated loss of the Company’s current customers could have an adverse effect on the company’s financial position.

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.

Organizations must ensure that users are able to withdraw consent in the same simple manner as the initial consent request. CRPA and CCPA The CRPA and CCPA define and establish various rights that consumers residing in California have over the privacy of their data along with the responsibilities of businesses when collecting personal information.

CPRA and CCPA The California Privacy Rights Act ("CPRA") and the California Consumer Privacy Act ("CCPA") define and establish various rights that consumers residing in California have over the privacy of their data along with the responsibilities of businesses when collecting personal information.

The Orchestration Layer platform 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 Software-as-a-Service (SaaS) model with low-code implementation.

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.

In furtherance of that goal, Trust Stamp Denmark has obtained D-Seal Certification and is working with a prominent Danish law firm to publish opinions on the status of Trust Stamp’s products under GDPR. Non-Operational Subsidiaries AIID Payments Limited. Established by the Company to provide payments services to NGO’s and other non-profit and social-welfare entities and activities.

In furtherance of that goal, Trust Stamp Denmark ApS has obtained D-Seal Certification and is working with a prominent Danish law firm to publish opinions on the status of Trust Stamp’s products under GDPR. Trust Stamp Nigeria Limited — Trust Stamp established Trust Stamp Nigeria Limited on January 31, 2024 as a wholly-owned subsidiary in Lagos, Nigeria.

The Company has completed the process of administratively dissolving T Avatar LLC and the dissolution will be effective February 28, 2023. See Note 15 to the financial statements for more details. Finnovation LLC. Established by the Company to provide an innovative FinTech, Blockchain and Digital Identity innovation incubator.

The Company has completed the process of administratively dissolving T Avatar LLC and the dissolution was effective February 28, 2023. Finnovation LLC. The Company established Finnovation LLC to provide an innovative FinTech, Blockchain and Digital Identity innovation incubator. As of the date of this report, this entity has no operations, and is essentially dormant. T Stamp LLC.

Filing/ Issue Date Title Priority Information Status 32742-154085 18/164,090 02/03/2023 METAPRESENCE SYSTEMS AND PROCESSES FOR USING SAME 63/306,210 63/327,821 PENDING Awaiting Examination 32742-145300 18/145,470 12/22/2022 SYSTEMS AND PROCESSES FOR MULTIFACTOR AUTHENTICATION AND IDENTIFICATION 17/230,684 (Continuation-in-Part) PENDING Awaiting Examination 32742-152907 17/966,355 10/14/2022 OWNERSHIP VALIDATION FOR CRYPTOGRAPHIC ASSET CONTRACTS USING IRREVERSIBLY TRANSFORMED IDENTITY TOKENS 63/256,347 PENDING 05/08/2023: Issue Fee Payment Due 32742-153794 18/063,372 12/08/2022 SHAPE OVERLAY FOR PROOF OF LIVENESS 63/287,276 PENDING Awaiting Examination 32742-153065 17/956,190 09/29/2022 SYSTEMS AND METHODS FOR ENHANCED HASH TRANSFORMS 16/406,978 PENDING Awaiting Examination 32742-148653 17/725,978 04/21/2022 INTEROPERABLE BIOMETRIC REPRESENATION 63/177,494 PENDING Awaiting Examination 32742-151107 17/849,196 06/24/2022 SYSTEMS AND METHODS FOR PASSIVE-SUBJECT LIVENESS VERIFICATION IN DIGITAL MEDIA 16/855,606 PENDING Awaiting Examination 32742-149248 17/745,270 05/16/2022 SECURE REPRESENTATIONS OF AUTHENTICITY AND PROCESSES FOR USING SAME 63/188,491 PENDING Awaiting Examination 32742-147982 17/719,975 04/13/2022 PERSONALLY IDENTIFIABLE INFORMATION ENCODER 63/174,405 PENDING Awaiting Examination 32742-148555 63/327,821 04/06/2022 METAPRESENCE SYSTEMS AND PROCESSES FOR USING SAME --- PENDING 02/03/2023: Converted to Non-Provisional Application No. 18/164,090 32742-147631 17/706,132 03/28/2022 SYSTEMS AND METHODS FOR LIVENESS-VERIFIED IDENTITY AUTHENTICATION 16/403,093 PENDING Awaiting Examination 32742-149165 17/702,366 03/23/2022 SYSTEMS AND PROCESSES FOR LOSSY BIOMETRIC REPRESENTATIONS 16/841,269 PENDING Awaiting Examination 32742-149164 17/702,361 03/23/2022 SYSTEMS AND PROCESSES FOR LOSSY BIOMETRIC REPRESENTATIONS 16/841,269 PENDING Awaiting Examination 14 Table of Contents Matter No.

Filing/ Issue Date Title Priority Information Status 32742-161077 18/524,536 11/30/2023 SYSTEMS AND PROCESSES FOR LOSSY BIOMETRIC REPRESENTATIONS 16/841,269 PENDING Awaiting Examination 32742-159767 63/581,409 09/08/2023 MULTI-FACTOR AUTHENTICATION USING TAMPER-PROOF BAND AND BIOMETRIC DATA - PENDING 09/08/2024 Non-Provisional Conversion Deadline 32742-158589 63/520,388 08/18/2023 SEMI-SUPERVISED OR UNSUPERVISED BIOMETRIC PERSON RECOGNITION - PENDING 08/18/2024: Non-Provisional Conversion Deadline 32742-154085 18/164,090 02/03/2023 METAPRESENCE SYSTEMS AND PROCESSES FOR USING SAME 63/306,210 63/327,821 PENDING Awaiting Examination 32742-145300 18/145,470 12/22/2022 SYSTEMS AND PROCESSES FOR MULTIFACTOR AUTHENTICATION AND IDENTIFICATION 17/230,684 (Continuation-in-Part) PENDING Awaiting Examination 32742-153794 18/063,372 12/08/2022 SHAPE OVERLAY FOR PROOF OF LIVENESS 63/287,276 PENDING Awaiting Examination 32742-148653 17/725,978 04/21/2022 INTEROPERABLE BIOMETRIC REPRESENATION 63/177,494 PENDING Awaiting Examination 32742-151107 17/849,196 06/24/2022 SYSTEMS AND METHODS FOR PASSIVE-SUBJECT LIVENESS VERIFICATION IN DIGITAL MEDIA 16/855,606 PENDING Awaiting Examination 32742-149248 17/745,270 05/16/2022 SECURE REPRESENTATIONS OF AUTHENTICITY AND PROCESSES FOR USING SAME 63/188,491 PENDING Awaiting Examination 32742-147982 17/719,975 04/13/2022 PERSONALLY IDENTIFIABLE INFORMATION ENCODER 63/174,405 PENDING Awaiting Examination 32742-147631 17/706,132 03/28/2022 SYSTEMS AND METHODS FOR LIVENESS-VERIFIED IDENTITY AUTHENTICATION 16/403,093 PENDING 04/15/2024 Response to Final Office Acton Due (extendible 2 months) 32742-145019 17/401,504 08/13/2021 SYSTEMS AND METHODS FOR LIVENESS-VERIFIED, BIOMETRIC-BASED ENCRYPTION 62/667,133 PENDING 04/12/2024 Issue Fee Due 32742-142186 17/230,684 04/14/2021 SYSTEMS AND PROCESSES FOR MULTIMODAL BIOMETRICS 63/009,809 63/011,447 ABANDONED 32742-141508 17/205,713 03/18/2021 SYSTEMS AND PROCESSES FOR TRACKING HUMAN LOCATION AND TRAVEL VIA BIOMETRIC HASHING 62/991,352 ABANDONED 32742-142411 17/324,544 05/19/2021 FACE COVER-COMPATIBLE BIOMETRICS AND PROCESSES FOR GENERATING AND USING SAME 63/027,072 ALLOWED 05/22/2024 Issue Fee Payment Due 12 Table of Contents Matter No.

This entity serves as a sales and marketing function for the product “NAEA” which was developed for the contract between the listed parties. On June 11, 2020, the Company entered into a stock exchange transaction with Biometric Innovations Limited, becoming a 100% owner of the entity. The stock exchange transaction was not pursuant to any formal written agreement.

On June 11, 2020, the Company entered into a stock exchange transaction with Biometric Innovations Limited, becoming a 100% owner of the entity. The stock exchange transaction was not pursuant to any formal written agreement. Trust Stamp Malta Limited. Trust Stamp Malta Limited is a wholly owned subsidiary of T Stamp Inc.

It was established to act as the contracting entity for development contractors in the UK, and it has its own board and management team. The purpose of this entity was to establish beachhead operations in the country to service a contract entered by the Company with the National Association of Realtors and Property Mark.

The purpose of this entity was to establish beachhead operations in the country to service a contract entered by the Company with the National Association of Realtors and Property Mark. This entity serves as a sales and marketing function for the product “NAEA” which was developed for the contract between the listed parties.

In 2022, the Company implemented its “Orchestration Layer” platform – a low-code platform solution which streamlines delivery and implementation of the Company’s technologies. In the third quarter 2022, the Company acquired its first 2 customers on the Orchestration Layer platform through its partnership with FIS.

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.

Trust Stamp established Metapresence Limited on November 23, 2021 as a wholly owned crypto-asset subsidiary in the Isle of Man.

The Company opened an office in Rwanda, Africa in April 2021. The Company has established an R&D center in Rwanda together with a back-office facility for the purpose of our expansion into Africa. Metapresence Limited. Trust Stamp established Metapresence Limited on November 23, 2021 as a wholly owned crypto-asset subsidiary in the Isle of Man.

BIPA provides statutory damages of up to $1,000 for each negligent violation, and up to $5,000 for each intentional or reckless violation. 13 Table of Contents Intellectual Property Patents A summary of the Company’s issued patents and pending patent applications on March 15, 2023 is provided in the table below. Matter No. Application/ Patent No.

Intellectual Property Patents A summary of the Company’s issued patents and pending patent applications on April 1, 2024 is provided in the table below. Matter No. Application/ Patent No.

Trusted Mail Inc. The developer of an encrypted e-mail product (Trusted Mail ®) using our Company’s facial recognition technology. The Trusted Mail technology is held by Trusted Mail, Inc., which is our majority-owned subsidiary. The remainder of Trust Mail Inc. is owned by FSH Capital, LLC and Second Century Ventures, which are related parties of the Company.

Trusted Mail technology is held by Trusted Mail, Inc., which is a majority-owned subsidiary of Trust Stamp Inc.. The remainder of Trust Mail Inc. is owned by FSH Capital, LLC and Second Century Ventures, which are related parties of the Company. As of the date of this report, this entity has no operations, and is essentially dormant. TSI GovTech Corporation.

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 including Ethiopia’s implementation of Mastercard’s Wellness Pass within Ethiopia’s health information system to promote efficiency in healthcare tracking and offline portability of health records.

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 IT 2 and to support Mastercard’s implementations.

Major competitors in this space include companies such as NEXT Biometrics, IDEMIA, Synaptics, Cognitec, Innovatrics, Suprema, FaceTec, Rank One Computing, Acuant, Jumio, Onfido and Mitek.

The IT 2 can potentially be overlaid on any biometric or other identity data provider. In general, we compete for customer budget with any company in the identity authentication industry. Major competitors in this space include companies such as NEXT Biometrics, IDEMIA, Synaptics, Cognitec, Innovatrics, Suprema, FaceTec, Rank One Computing, Acuant, Jumio, Onfido, Ping, and Mitek.

Our hashing and matching technology can maximize the effectiveness of all types of identity data, while rendering it safer to use, store, and share. Whatever the source of identity data, it can be stored and compared as an IT 2 . See the chart below for examples.

Whatever the source of identity data, it can be stored and compared as an IT 2 . See the chart below for examples. Distribution Through licensing we allow customers to utilize our technology in a wide variety of applications.

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. Under that agreement, Trust Stamp currently receives minimum annual payments on account of usage, and we anticipate use-based revenue starting in 2023 and growing year-on-year thereafter.

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.

Filing/ Issue Date Title Priority Information Status 32742-149163 17/702,355 03/23/2022 SYSTEMS AND PROCESSES FOR LOSSY BIOMETRIC REPRESENTATIONS 16/841,269 PENDING Awaiting Examination 32742-145019 17/401,504 08/13/2021 SYSTEMS AND METHODS FOR LIVENESS-VERIFIED, BIOMETRIC-BASED ENCRYPTION 62/667,133 PENDING Awaiting Examination 32742-145020 17/401,508 08/13/2021 SYSTEMS AND METHODS FOR IDENTITY VERIFICATION VIA THIRD PARTY ACCOUNTS 62/486,210 PENDING Response to Office Action Filed: 02/15/2023 32742-142186 17/230,684 04/14/2021 SYSTEMS AND PROCESSES FOR MULTIMODAL BIOMETRICS 63/009,809 63/011,447 PENDING 05/01/2023: Issue Fee Payment Due 32742-141508 17/205,713 03/18/2021 SYSTEMS AND PROCESSES FOR TRACKING HUMAN LOCATION AND TRAVEL VIA BIOMETRIC HASHING 62/991,352 PENDING Awaiting Examination 32742-139681 17/109,693 12/02/2020 SYSTEMS AND METHODS FOR PRIVACY-SECURED BIOMETRIC IDENTIFICATION AND VERIFICATION 62/942,311 PENDING 06/09/2023: Issue Fee Payment Due 32742-142411 17/324,544 05/19/2021 FACE COVER-COMPATIBLE BIOMETRICS AND PROCESSES FOR GENERATING AND USING SAME 63/027,072 PENDING Awaiting Examination 32742-130397 16/406,978 11,496,315 05/08/2019 11/28/2022 SYSTEMS AND METHODS FOR ENHANCED HASH TRANSFORMS 62/668,610 ISSUED 05/08/2026: First Maintenance Fee Due 32742-130398 16/403,093 11,288,530 05/03/2019 03/29/2022 SYSTEMS AND METHODS FOR LIVENESS-VERIFIED IDENTITY AUTHENTICATION 62/667,130 ISSUED 09/29/2025: First Maintenance Fee Due 15 Table of Contents Matter No.

Filing/ Issue Date Title Priority Information Status 32742-149163 17/702,355 11,886,618 03/23/2022 01/30/2024 SYSTEMS AND PROCESSES FOR LOSSY BIOMETRIC REPRESENTATIONS 16/841,269 ISSUED 06/30/2028: First Maintenance Fee Due 32742-145020 17/401,508 11,729,263 08/13/2021 08/15/2023 SYSTEMS AND METHODS FOR IDENTITY VERIFICATION VIA THIRD PARTY ACCOUNTS 62/486,210 ISSUED 02/15/2027: First Maintenance Fee Due 32742-149165 17/702,366 11,741,263 03/23/2022 08/29/2023 SYSTEMS AND PROCESSES FOR LOSSY BIOMETRIC REPRESENTATIONS 16/841,269 ISSUED 02/28/2027: First Maintenance Fee Due 32742-130397 16/406,978 11,496,315 05/08/2019 11/28/2022 SYSTEMS AND METHODS FOR ENHANCED HASH TRANSFORMS 62/668,610 ISSUED 05/08/2026: First Maintenance Fee Due 32742-130398 16/403,093 11,288,530 05/03/2019 03/29/2022 SYSTEMS AND METHODS FOR LIVENESS-VERIFIED IDENTITY AUTHENTICATION 62/667,130 ISSUED 09/29/2025: First Maintenance Fee Due 32742-118398 15/342,994 10,924,473 11/03/2016 02/16/2021 TRUST STAMP 62/253,538 ISSUED 08/16/2024: First Maintenance Fee Due 32742-123473 15/955,270 11,095,631 04/17/2018 08/17/2021 SYSTEMS AND METHODS FOR IDENTITY VERIFICATION VIA THIRD PARTY ACCOUNTS 62/486,210 ISSUED 02/17/2025: First Maintenance Fee Due 32742-136046 16/855,576 11,263,439 04/22/2020 03/01/2022 SYSTEMS AND METHODS FOR PASSIVE-SUBJECT LIVENESS VERIFICATION IN DIGITAL MEDIA 15/782,940 ISSUED 09/01/2025 First Maintenance Fee Due 32742-136047 16/855,580 11,244,152 04/22/2020 02/08/2022 SYSTEMS AND METHODS FOR PASSIVE-SUBJECT LIVENESS VERIFICATION IN DIGITAL MEDIA 15/782,940 ISSUED 08/08/2025 First Maintenance Fee Due 32742-136048 16/855,588 11,263,440 04/22/2020 03/01/2022 SYSTEMS AND METHODS FOR PASSIVE-SUBJECT LIVENESS VERIFICATION IN DIGITAL MEDIA 15/782,940 ISSUED 09/01/2025: First Maintenance Fee Due 32742-136049 16/855,594 11,263,441 04/22/2020 03/01/2022 SYSTEMS AND METHODS FOR PASSIVE-SUBJECT LIVENESS VERIFICATION IN DIGITAL MEDIA 15/782,940 ISSUED 09/01/2025: First Maintenance Fee Due 32742-136050 16/855,598 11,263,442 04/22/2020 03/01/2022 SYSTEMS AND METHODS FOR PASSIVE-SUBJECT LIVENESS VERIFICATION IN DIGITAL MEDIA 15/782,940 ISSUED 09/01/2025: First Maintenance Fee Due 32742-136051 16/855,606 11,373,449 04/22/2020 06/28/2022 SYSTEMS AND METHODS FOR PASSIVE-SUBJECT LIVENESS VERIFICATION IN DIGITAL MEDIA 15/782,940 ISSUED 12/28/2025 First Maintenance Fee Due 13 Table of Contents Matter No.

The Company has no plans to issue additional equity securities to TSIH. As such, once these remaining shares are issued, it is expected this entity will become dormant going forward. Biometric Innovations Limited (formerly “Trust Stamp Fintech Limited”). Biometric Innovations is our Company’s United Kingdom operating subsidiary.

As of the date of this report, no shares of Class A Common Stock are held by TSIH as all shares have been issued pursuant to employee Restricted Stock Units. The Company has no plans to issue additional equity securities to TSIH and as such, it is expected this entity will become dormant going forward.

This does not mean that licensing requirements may not be introduced in one or more jurisdiction in which we operate, and such requirements could be burdensome and/or expensive or even impose requirements that we are unable to meet. 11 Table of Contents We are subject to substantial governmental regulation relating to our technology and will continue to be for the lifetime of our Company.

Given the significant focus on the use of biometrics in many countries, we do anticipate additional regulation being introduced in one or more jurisdictions in which we operate, and such requirements could be burdensome and/or expensive or even impose requirements that we are unable to meet.

On October 5, 2022, the Company received the Certificate of Strike Off from the Cayman Registrar of Companies, which represents the completion of administratively dissolving Trust Stamp Cayman. The dissolution was effective December 30, 2022. T Stamp LLC.

On September 19, 2023, the Company received the Certificate of Termination from the state of Georgia, which represents the completion of dissolving T Stamp LLC. Sunflower Artificial Intelligence Technologies.

Removed

Alternatives to Detention (“ATD”) ● The ATD market includes Federal, State and Municipal agencies for both criminal justice and immigration purposes and there is an accelerating interest in technology-based solutions that the Company is able to offer. ● Amongst the use cases, a large and growing market is for the provision of alternatives to detention for immigrants that are awaiting a final disposition of their processing.

Added

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.

Removed

Addressing the House Appropriations Subcommittee for Homeland Security on May 17, 2022, ICE Acting Director stated that the financial year 2023 Budget submitted by ICE for approval included an additional $75,000,000 for the Alternatives to Detention (“ATD”) program over and above the present appropriation and that ICE is “focusing on ATD” instead of more expensive physical detention programs; both because of the threat of COVID and because ATD is less expensive and more humane.

Added

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.

Removed

On that same day, the Ranking Member of the Subcommittee shared that 230,000 participants were then in the ICE ATD program with a planned increase to 600,000 participants. Trust Stamp addresses the ATD market with an application built on Trust Stamp’s privacy-preserving biometrics.

Added

The solution allows organizations to approve more users, keep bad actors from accessing systems and services, and retain existing users with a superior user experience. 6 Table of Contents Our hashing and matching technology can maximize the effectiveness of all types of identity data while rendering it safer to use, store, and share.

Removed

Trust Stamp provides hardware and software that provides for the ethical and human tracking of individuals to comply with ATD requirements.

Added

Human Capital Given the geographic diversity of its team, and to facilitate cost-effective administration, Trust Stamp secures the services of its permanent team members through a variety of administrative structures that include wholly owned subsidiaries, professional employer organizations, and consulting contracts.

Removed

Trust Stamp’s key sub-markets are: i) Identity authentication for the purpose of account opening, access and fraud detection; ii) The creation of tokenized digital identities to facilitate financial and societal inclusion; and 6 Table of Contents iii) In-community case-management services for governmental agencies.

Added

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”).

Removed

Distribution Through licensing we allow customers to utilize our technology in a wide variety of applications.

Added

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.

Removed

In general, we compete for customer budget with any company in the identity authentication industry, and our business plan calls for our capturing a fraction of one percent (1%) of the projected expenditure for biometric authentication services.

Added

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. 8 Table of Contents 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”).

Removed

Growth Strategy Our business plan calls for our capturing a small fraction of one percent (1%) of the projected expenditure for biometric authentication services.

Added

Both of those relationships remain strong, and the Company anticipates future revenue growth from the two relationships. Under the TSA, IT 2 TM technology is being implemented by Mastercard for Humanitarian & Development purposes as a core element of its Community Pass and Inclusive Identity offerings.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

37 edited+13 added−15 removed68 unchanged

2022 filing

2023 filing

Biggest changeDuring the fiscal year ended December 31, 2022 the Company’s management tested the effectiveness of the recently implemented internal control processes adopted in response to the identified material weaknesses specifically related to stock-based compensation 26 Table of Contents during the fiscal year ended December 31, 2021 and believes that such measures were effective at remediating the material weaknesses specifically related to stock-based compensation described above Management identified certain material weaknesses relating to corporate finance and accounting, resulting in the Company not maintaining effective internal controls over financial reporting as of the year ended December 31, 2022.

Biggest changeManagement identified certain material weaknesses relating to corporate finance and accounting, resulting in the Company not maintaining effective internal controls over financial reporting as of the year ended December 31, 2022.

Likewise, their greater capabilities in these areas may enable them to better withstand periodic downturns in the identity management solutions industry and compete more effectively on the basis of price and production. In addition, new companies may enter the markets in which we compete, further increasing competition in the identity management solutions industry.

We believe that our ability to compete successfully depends on a number of factors, including the type and quality of our products and the strength of our brand names, as well as many factors beyond our control.

If we are unable to secure patents for our products and technology, or are otherwise are unsuccessful at protecting our technology, other companies with greater resources may copy our technology and/or products, or improve upon them, putting us at a disadvantage to our competitors.

If we are unable to secure patents for our products and technology, or are otherwise unsuccessful at protecting our technology, other companies with greater resources may copy our technology and/or products, or improve upon them, putting us at a disadvantage to our competitors.

These kinds of companies often have long and often unpredictable enterprise sales cycles, which can result in significant time and effort to close a deal with those companies (which there is no guarantee that a deal will occur). This can make sales forecasting difficult for our Company, which can lead to operational challenges.

These kinds of companies often have long and often unpredictable enterprise sales cycles, which can result in significant time and effort to close a deal with those companies (and there is no guarantee that a deal will occur). This can make sales forecasting difficult for our Company, which can lead to operational challenges.

In order to issue sufficient shares in this regard, we may be required to amend our certificate of incorporation to increase our authorized capital stock, which would be require us to obtain consent of a majority of our shareholders.

In order to issue sufficient shares in this regard, we may be required to amend our certificate of incorporation to increase our authorized capital stock, which would require us to obtain consent of a majority of our shareholders.

Below is a summary of material risks, uncertainties and other factors that could have a material effect on the Company and its operations: ● We are a comparatively early-stage company that has incurred operating losses in the past, expect to incur operating losses in the future, and may never achieve or maintain profitability. ● Our technology continues to be developed, and there is no guarantee that we will ever successfully develop the technology that is essential to our business to a point at which no further development is needed. ● We may be subject to numerous data protection requirements and regulations. ● We operate in a highly competitive industry that is dominated by a number of exceptionally large, well-capitalized market leaders and the size and resources of some of our competitors may allow them to compete more effectively than we can. ● We rely on third parties to provide services essential to the success of our business. ● We currently have three customers that account for substantially all of our revenues. ● We expect to raise additional capital through equity and/or debt offerings to support our working capital requirements and operating losses. ● Our auditor has included an “Emphasis of Matter Regarding Liquidity” note in its report on our consolidated financial statements for the year ended December 31, 2022.

Below is a summary of material risks, uncertainties and other factors that could have a material effect on the Company and its operations: • We are a comparatively early-stage company that has incurred operating losses in the past, expect to incur operating losses in the future, and may never achieve or maintain profitability. • Our technology continues to be developed, and there is no guarantee that we will ever successfully develop the technology that is essential to our business to a point at which no further development is needed. • We may be subject to numerous data protection requirements and regulations. • We operate in a highly competitive industry that is dominated by a number of exceptionally large, well-capitalized market leaders and the size and resources of some of our competitors may allow them to compete more effectively than we can. • We rely on third parties to provide services essential to the success of our business. • We currently have three customers that account for substantially all of our revenues. • We expect to raise additional capital through equity and/or debt offerings to support our working capital requirements and operating losses. • Our auditor has included an “Emphasis of Matter Regarding Liquidity” note in its report on our consolidated financial statements for the year ended December 31, 2023.

Seven directors and four executive officers provide leadership to Trust Stamp. Four of the directors are also executive officers. Our success is dependent on their ability to manage all aspects of our business effectively. Because we are relying on our small management team, we lack certain business development resources that may hurt our ability to grow our business.

Seven directors and four executive officers provide leadership to Trust Stamp. Three of the directors are also executive officers. Our success is dependent on their ability to manage all aspects of our business effectively. Because we are relying on our small management team, we lack certain business development resources that may hurt our ability to grow our business.

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the date of the closing of our IPO, (b) in which we have total annual gross revenue of at least $1.07 billion or (c) in which we are deemed to be a large accelerated filer, which requires the market value of our common stock that are held by non-affiliates to exceed $700.0 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the date of the closing of our IPO, (b) in which we have total annual gross revenue of at least $1.07 billion or (c) in which we are deemed to be a large accelerated filer, which requires the market value of our common stock that are held by non-affiliates to exceed $700.00 million as of the prior June 30th, and (2) the date on which we have issued more than $1.00 billion in non-convertible debt during the prior three-year period.

The expansion of the market for our solutions depends on a number of factors, such as ● the cost, performance and reliability of our solutions and the products and services offered by our competitors; ● customers’ perceptions regarding the benefits of biometrics and other authentication solutions; 22 Table of Contents ● public perceptions regarding the intrusiveness of these solutions and the manner in which organizations use biometric and other identity information collected; ● public perceptions regarding the confidentiality of private information; ● proposed or enacted legislation related to privacy of information ● customers’ satisfaction with biometrics solutions; and ● marketing efforts and publicity regarding biometrics solutions.

The expansion of the market for our solutions depends on a number of factors, such as • the cost, performance and reliability of our solutions and the products and services offered by our competitors; • customers’ perceptions regarding the benefits of biometrics and other authentication solutions; 20 Table of Contents • public perceptions regarding the intrusiveness of these solutions and the manner in which organizations use biometric and other identity information collected; • public perceptions regarding the confidentiality of private information; • proposed or enacted legislation related to privacy of information • customers’ satisfaction with biometrics solutions; and • marketing efforts and publicity regarding biometrics solutions.

As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

As a result, our consolidated financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Examples of federal (US) and European statutes we could be subject to are: ● Health Insurance Portability and Accountability Act (HIPAA) ● Health Information Technology for Economic and Clinical Health Act (HITECH) 21 Table of Contents Any such access, breach, or other loss of information could result in legal claims or proceedings, liability under federal or state laws that protect the privacy of personal information under HIPAA and/or “HITECH”.

Examples of federal (US) and European statutes we could be subject to are: • Health Insurance Portability and Accountability Act (HIPAA) • Health Information Technology for Economic and Clinical Health Act (HITECH) 19 Table of Contents Any such access, breach, or other loss of information could result in legal claims or proceedings, liability under federal or state laws that protect the privacy of personal information under HIPAA and/or “HITECH”.

For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, exemptions from the requirements of holding nonbinding advisory votes on executive compensation and stockholder approval of any golden parachute payments not previously approved, and an exemption from compliance with the requirement of the PCAOB regarding the communication of critical audit matters in the auditor’s report on the financial statements.

For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, exemptions from the requirements of holding non-binding advisory votes on executive compensation and stockholder approval of any golden parachute payments not previously approved, and an exemption from compliance with the requirement of the PCAOB regarding the communication of critical audit matters in the auditor’s report on the consolidated financial statements.

We anticipate sustaining operating losses for the foreseeable future. It is anticipated that we will sustain operating losses into 2023 as we continue with research and development, and strive to gain new customers for our technology and market share in our industry.

We anticipate sustaining operating losses for the foreseeable future. It is anticipated that we will sustain operating losses into 2024 as we continue with research and development, and strive to gain new customers for our technology and market share in our industry.

If we are unable to effectively forecast sales, we may incur unnecessary or avoidable expenses, or exhaust our cash reserves, which could have a material negative impact on our Company’s financial condition and results of operations. 24 Table of Contents Our future success is dependent on the continued service of our small management team.

If we are unable to effectively forecast sales, we may incur unnecessary or avoidable expenses, or exhaust our cash reserves, which could have a material negative impact on our Company’s financial condition and results of operations. Our future success is dependent on the continued service of our small management team.

Item 1A. Risk Factors The SEC requires the Company to identify risks that are specific to its business and its financial condition. The Company is still subject to all the same risks that all companies in its business, and all companies in the economy, are exposed to.

Item 1A. Risk Factors The SEC requires the Company to identify risks that are specific to its business and its financial condition. The Company is still subject to all the same risks as companies in its business, and all companies in the economy.

In addition, in order to control costs, we have filed patent applications only in the United States. This may result in our having limited or no protection in other jurisdictions. Our success depends to a significant degree upon the protection of our products and technology.

In addition, in order to control costs, we have filed patent applications only in the United States. This may result in our having limited or no protection in other 21 Table of Contents jurisdictions. Our success depends to a significant degree upon the protection of our products and technology.

Any loss of key members of our executive team could have a negative impact on our ability to manage and grow our business effectively. We do not maintain a key person life insurance policy on any of the members of our senior management team.

Any loss of key members of our executive team could have a negative impact on our ability to manage and grow our business 22 Table of Contents effectively. We do not maintain a key person life insurance policy on any of the members of our senior management team.

The translation from any currencies to United States Dollars for financial statement presentation resulted in a foreign currency loss of $105 thousand for the year ended December 31, 2022, and $183 thousand loss for the year ended December 31, 2021.

The translation from any currencies to United States Dollars for financial statement presentation resulted in a foreign currency loss of $0 for the year ended December 31, 2023, and $105 thousand loss for the year ended December 31, 2022.

We operate on a global basis. We have operations (through our subsidiaries and/or directly) in many foreign countries and territories, including, but not limited to, United Kingdom, Poland, Rwanda, Denmark and the Republic of Malta.

We have operations (through our subsidiaries and/or directly) in many foreign countries and territories, including, but not limited to, United Kingdom, Poland, Rwanda, Denmark, and the Republic of Malta.

We may not be able to compete successfully against current or future competitors, and increased competition may result in price reductions, reduced profit margins, loss of market share and an inability to generate cash flows that are sufficient to maintain or expand the development and marketing of new products, any of which would adversely impact our results of operations and financial condition. 23 Table of Contents The Company may be unable to effectively protect its intellectual property.

Further, as of the date of this report, our only channel partnership is with FIS, which may increase the risk of harm to our Company if FIS is unsuccessful in selling our products and services.

To the extent that FIS is unsuccessful at selling our products and services, our results of operations may suffer. Further, as of the date of this report, our only channel partnership is with FIS, which may increase the risk of harm to our Company if FIS is unsuccessful in selling our products and services.

We currently have three customers that account for substantially all of our current revenues . During the Company’s development, we have focused on developing strong relationships with a few significant partners and customers.

We currently have three customers that account for substantially all of our current revenues . During the Company’s technology stack development, we have focused on strong relationships with a number of significant partners and customers to guide the customer and product discovery process.

The failure to establish effective internal controls could result in improperly accounting for transactions accurately, reliability in compiling financial information, and could significantly impair our ability to prevent error and detect fraud. Based on our evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2023. Item 1B. Unresolved Staff Comments None.

When selling our products and services through indirect sales channels, such as through FIS, we are reliant on the efforts of those channel partners to successfully market and sell our products to end-customers. To the extent that FIS is unsuccessful at selling our products and services, our results of operations may suffer.

We face risks related to distributing our products and services through channel partnerships, such as our partnership with FIS. When selling our products and services through indirect sales channels, such as through FIS, we are reliant on the efforts of those channel partners to successfully market and sell our products to end-customers.

We have historically operated at a loss, which has resulted in an accumulated deficit. For the fiscal year ended December 31, 2022, we incurred a net loss of $12.09 million, compared to a net loss of $9.06 million for the fiscal year ended December 31, 2021. There can be no assurance that we will ever achieve profitability.

For the fiscal year ended December 31, 2023, we incurred a net loss of $7.64 million, compared to a net loss of $12.09 million for the fiscal year ended December 31, 2022. There can be no assurance that we will ever achieve profitability.

To date, the Company has been issued thirteen patents related to its products and technology in the current year. The Company has many more pending patent applications as of December, 31, 2022. There is no guarantee that the Company will ever be issued patents on the applications it has submitted.

The Company may be unable to effectively protect its intellectual property. The Company has many issued patents related to its products and technology, and many pending patent applications as of the date of this report. There is no guarantee that the Company will ever be issued patents on the applications it has submitted.

If we are not able to obtain additional capital on acceptable terms, or at all, we may be forced to curtail or abandon our growth plans, which could adversely impact the Company, its business, development, financial condition, operating results, or prospects. We are and may continue to be significantly impacted by the worldwide economic downturn due to the COVID-19 pandemic.

If we are not able to obtain additional capital on acceptable terms, or at all, we may be forced to curtail or abandon our growth plans, which could adversely impact the Company, its business, development, financial condition, operating results, or prospects. We are subject to risks related to foreign currency exchange rates. We operate on a global basis.

Failure to do so would continue to have a material adverse effect on our accumulated deficit, would affect our cash flows, would affect our efforts to raise capital and is likely to result in a decline in our Class A Common Stock price. 20 Table of Contents Our consolidated financial statements for the fiscal years ended December 31, 2022 and 2021 have been prepared on a going concern basis.

We have not yet generated profits and have an accumulated deficit of $39.30 million as of December 31, 2022. We may not have enough funds to sustain the business until it becomes profitable.

Our consolidated financial statements for the fiscal years ended December 31, 2023 and 2022 have been prepared on a going concern basis. We have not yet generated profits and have an accumulated deficit of $50.85 million as of December 31, 2023. We may not have enough funds to sustain the business until it becomes profitable.

If some investors find our Class A Common Stock less attractive as a result, there may be a less active trading market for our Class A Common Stock and our share price may be more volatile. We have failed to maintain effective internal controls over financial reporting as is required for a public company.

If some investors 23 Table of Contents find our Class A Common Stock less attractive as a result, there may be a less active trading market for our Class A Common Stock and our share price may be more volatile.

We anticipate that our operating expenses will increase for the near future, and there is no assurance that we will be profitable in the near future. You should consider our business, operations, and prospects in light of the risks, expenses and challenges faced as an emerging growth company.

We anticipate that our operating expenses will increase for the near future, and there is no assurance that we will be profitable in the near future.

Our technology continues to be developed, and it is unlikely that we will ever develop our technology to a point at which no further development is required. Trust Stamp is developing complex technology that requires significant technical and regulatory expertise to develop, commercialize and update to meet evolving market and regulatory requirements.

Trust Stamp is developing complex technology that requires significant technical and regulatory expertise to develop, commercialize and update to meet evolving market and regulatory requirements.

We are an emerging growth company, as defined in the Jumpstart Our Business Startups (JOBS) Act.

We are an emerging growth company, and the reduced reporting requirements applicable to emerging growth companies could make our Class A Common Stock less attractive to investors. We are an emerging growth company, as defined in the Jumpstart Our Business Startups (JOBS) Act.

These balances could be impacted if one or more of the financial institutions in which we deposit monies fails or is subject to other adverse conditions in the financial or credit markets. For example, on March 10, 2023, Silicon Valley Bank failed and was taken into receivership by the FDIC.

These balances could be impacted if one or more of the financial institutions in which we deposit monies fails or is subject to other adverse conditions in the financial or credit markets. Our technology continues to be developed, and it is unlikely that we will ever develop our technology to a point at which no further development is required.

As such, our historical financial results identify that for a number of years we generated substantially all of our revenue from two customers – which increased to three customers in 2021 with the addition of the ICE Contract, which ended in August of 2022.

As such, our historical financial results identify that for a number of years we generated substantially all of our revenue from those three customers. In the opinion of our management, we would be able to continue operations without our current customers. However, the unanticipated loss of the Company’s current customers could have an adverse effect on the company’s financial position.

Such foreign currency translation losses, coupled with varying inflation rates across the countries we operate in, could have a material adverse effect on our business. 25 Table of Contents We are an emerging growth company, and the reduced reporting requirements applicable to emerging growth companies could make our Class A Common Stock less attractive to investors.

The translation from any currencies to United States Dollars for financial statement presentation resulted in Accumulated other comprehensive income of $140 thousand as of December 31, 2023, and $237 thousand as of December 31, 2022. Foreign currency translation losses, coupled with varying inflation rates across the countries we operate in, could have a material adverse effect on our business.

Removed

The Company held $85,668 in excess of federally insured limits with Silicon Valley Bank as of March 10, 2023. As of March 14, 2023, the Company had access to all of its money held at Silicon Valley Bank.

Added

You should consider our business, operations, and prospects in light of the risks, expenses and challenges faced as an emerging growth company. 18 Table of Contents We have historically operated at a loss, which has resulted in an accumulated deficit.

Removed

In September of 2022, we entered into a long-term technology contract with a new customer restoring the number of significant revenue-generating customers to three as December 31, 2022. In the opinion of our management, we would be able to continue operations without our current customers.

Added

As of June 30, 2022, the Company determined that there was currently no intention to settle intercompany accounts in the foreseeable future; therefore, beginning in June 30, 2022, future fluctuations in foreign currencies between the Company and its subsidiaries are recorded to Accumulated other comprehensive income on the balance sheet instead of Other expense.

Removed

However, the unanticipated loss of the Company’s current customers could have an adverse effect on the company’s financial position. We face risks related to distributing our products and services through channel partnerships, such as our partnership with FIS.

Added

Our internal controls over financial reporting and our disclosure controls and procedures may not prevent all possible errors that could occur.

Removed

In December 2019, a novel strain of coronavirus, or COVID-19, was reported to have surfaced in Wuhan, China. COVID-19 has spread to many countries, including the United States, and was declared to be a pandemic by the World Health Organization.

Added

Our management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Removed

Efforts to contain the spread of COVID-19 have intensified and the U.S., Europe and Asia have implemented severe travel restrictions and social distancing. The impacts of the outbreak are unknown and rapidly evolving.

Added

Ensuring that we have adequate internal financial and accounting controls and procedures in place to produce accurate financial statements on a timely basis is a costly and time-consuming effort that needs to be re-evaluated frequently.

Removed

A widespread health crisis has adversely affected and could continue to affect the global economy, resulting in an economic downturn that could negatively impact the operations of the Company, which could negatively impact your investment in our securities.

Added

Failure on our part to have effective internal financial and accounting controls would cause our financial reporting to be unreliable, could have a material adverse effect on our business, operating results, and financial condition, and could cause the trading price of our common stock to fall dramatically.

Removed

The continued spread of COVID-19 has also led to severe disruption and volatility in the global capital markets, which could increase our cost of capital and adversely affect our ability to access the capital markets in the future.

Added

A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be satisfied. Internal control over financial reporting and disclosure controls and procedures are designed to give a reasonable assurance that they are effective to achieve their objectives.

Removed

It is possible that the continued spread of COVID-19 could cause a further economic slowdown or recession or cause other unpredictable events, each of which could adversely affect our business, results of operations or financial condition.

Added

We cannot provide absolute assurance that all of our possible future control issues will be detected. These inherent limitations include the possibility that judgments in our decision making can be faulty, and that isolated breakdowns can occur because of simple human error or mistake.

Removed

The extent to which COVID-19 affects our financial results will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the COVID-19 outbreak and the actions to contain the outbreak or treat its impact, among others.

Added

The design of our system of controls is based in part upon assumptions about the likelihood of future events, and there can be no assurance that any design will succeed absolutely in achieving our stated goals under all potential future or unforeseeable conditions.

Removed

Moreover, the COVID-19 outbreak has had and may continue to have indeterminable adverse effects on general commercial activity and the world economy, and our business and results of operations could be adversely affected to the extent that COVID-19 or any other pandemic harms the global economy generally. We are subject to risks related to foreign currency exchange rates.

Added

Because of the inherent limitations in a cost-effective control system, misstatements due to error could occur and not be detected. This and any future failures could cause investors to lose confidence in our reported financial information, which could have a negative impact on our financial condition and stock price.

Removed

We may be unable to prevent error or fraud, which may materially misstate the financials. As provided in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, we previously did not establish effective internal controls over financial accounting and reporting.

Added

In future periods, if the process required by Section 404 of the Sarbanes-Oxley Act reveals any material weaknesses or significant deficiencies, the correction of any such material weaknesses or significant deficiencies could require remedial measures which could be costly and time-consuming. In addition, in such a case, we may be unable to produce accurate financial statements on a timely basis.

Removed

The resulting material weaknesses related to certain corporate finance and accounting oversight functions over the detection of errors that were present within the Company’s calculation of stock-based awards as well as the financial reporting close process.

Added

Any associated accounting restatement could create a significant strain on our internal resources and cause delays in our release of quarterly or annual financial results and the filing of related reports, increase our costs and cause management distraction.

Removed

The failure to establish effective internal controls left us without the ability to properly account for important transactions accurately, to reliably compile our financial information, and significantly impaired our ability to prevent error and detect fraud. In response to these identified material weaknesses, the Company has established additional operational processes to prevent the incorrect recording of stock-based awards.

Added

Any of the foregoing could cause investors to lose confidence in the reliability of our financial statements, which could cause the market price of our common stock to decline and make it more difficult for us to finance our operations and growth.

Removed

Such additional operational processes that have been established include, but are not limited to: Calculation of Stock-Based Awards ● Established multiple layers of reviews of equity awards calculations to ensure that the calculations match the terms in corresponding award agreement and formulas are correct. ● Regular check between our legal and accounting staff to ensure that new award agreement do not go unaccounted for.

Removed

On a monthly basis, we also review all active agreements to check for expirations, so that they are properly accounted for and recorded. ● Perform regular reconciliations between information in our internal records and our transfer agent’s records to ensure that issued shares and warrants are captured accurately. ● Implemented multiple tiers of checks and reviews between data entry in our internal records and the use of such data to calculate stock-based compensation entries for our financial statements.

Item 2. Properties

Properties — owned and leased real estate

1 edited+0 added−0 removed2 unchanged

2022 filing

2023 filing

Biggest changeThe Company contracts for coworking arrangements in other office spaces (either directly or through its subsidiaries) in New York, North Carolina, Denmark, Poland, and Rwanda to support its dispersed workforce. Minimum lease commitments related to these agreements are described in Note 14 to the consolidated financial statements provided under Item 8 of this report.

Biggest changeThe Company contracts for coworking arrangements in other office spaces (either directly or through its subsidiaries) in New York, North Carolina, Denmark, Poland, and Rwanda to support its dispersed workforce. Minimum lease commitments related to these agreements are described in Note 12 to the consolidated financial statements provided under Item 8 of this report.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added−1 removed1 unchanged

2022 filing

2023 filing

Biggest changeThe Company is not currently involved in any litigation, and its management is not aware of any pending or threatened legal actions relating to its intellectual property, conduct of its business activities, or otherwise. See “Risk Factors” for a summary of risks our Company may face in relation to litigation against our Company. Item 4.

Removed

Mine Safety Disclosures Not applicable. 27 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

10 edited+7 added−2 removed5 unchanged

2022 filing

2023 filing

Biggest changeLong-Term, Stock Based Compensation In order to attract, retain and motivate executive talent necessary to support our long-term business strategy we may award our executives and any future executives with long-term, stock-based compensation in the future, at the sole discretion of our Board of Directors. 29 Table of Contents Recent Sales of Unregistered Securities: Number of Date Closed Offering Date shares Class of Proceeds Use of (if Open, Type Intermediary Commenced issued* Securities Raised Proceeds N/A) 2021 Reg D n/a 3/12/2021 260,245 Class A Common Stock $4.0 million Product development, marketing, and working capital 6/4/2021 2021 Reg CF Dalmore Group LLC 8/25/2021 227,595 Units of Class A Common Stock and Warrants to acquire Class A Common Stock $4.6 million Product development, marketing, and working capital 2/18/2022 2021 Reg D n/a 8/25/2021 48,198 Units of Class A Common Stock and Warrants to acquire Class A Common Stock $1.0 million Product development, marketing, and working capital 2/1/2022 2021 Reg S n/a 8/25/2021 11,221 Units of Class A Common Stock and Warrants to acquire Class A Common Stock $0.2 million Product development, marketing, and working capital 1/7/2022 2022 Reg A n/a 1/26/2022 2,850 Shares issuable pursuant to exercise of Warrants $57 thousand Product development, marketing, and working capital n/a 2022 Reg D Maxim Group LLC 9/14/2022 195,000 195,000 Class A Common Stock and 390,000 Warrants to purchase Class A Common Stock $1.5 million Working Capital 9/14/2022 *The share numbers in the table above reflect the Company’s capital stock after giving effect to the Reverse Split, described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Recent Developments” 30 Table of Contents

Biggest changeRecent Sales of Unregistered Securities: Offering Type Intermediary Date Commenced Number of shares issued (1) Class of Securities Proceeds Raised Use of Proceeds Date Closed (if Open, N/A) 2021 Reg D n/a 3/12/2021 260,245 Class A Common Stock $4.0 million Product development, marketing, and working capital 6/4/2021 2021 Reg CF Dalmore Group LLC 8/25/2021 227,595 Units of Class A Common Stock and Warrants to acquire Class A Common Stock $4.6 million Product development, marketing, and working capital 2/18/2022 2021 Reg D n/a 8/25/2021 48,198 Units of Class A Common Stock and Warrants to acquire Class A Common Stock $1.0 million Product development, marketing, and working capital 2/1/2022 2021 Reg S n/a 8/25/2021 11,221 Units of Class A Common Stock and Warrants to acquire Class A Common Stock $0.2 million Product development, marketing, and working capital 1/7/2022 2022 Reg A n/a 1/26/2022 2,850 Shares issuable pursuant to exercise of Warrants $57 thousand Product development, marketing, and working capital n/a 2022 Reg D Maxim Group LLC 9/14/2022 195,000 195,000 shares of Class A Common Stock and 390,000 Common Stock Purchase Warrants to purchase Class A Common Stock $1.5 million Working Capital 9/14/2022 Private Placement (Section 4(a)(2) and/or Regulation D) Maxim Group LLC 4/14/2023 563,380 563,380 shares of Class A Common Stock and 2,583,280 Warrants to purchase Class A Common Stock (2) $5.2 million Working Capital 4/14/2023 Private Placement (Section 4(a)(2) and/or Regulation D) Maxim Group LLC 6/5/2023 736,400 736,400 shares of Class A Common Stock and 1,823,000 Warrants to purchase Class A Common Stock (3) $2.9 million Working Capital 6/5/2023 Private Placement (Section 4(a)(2) and/or Regulation D) Maxim Group LLC 12/21/2023 — Warrants to Purchase Class A Common Stock $2.4 million Working Capital 12/21/2023 (1) The share numbers in the table above reflect the shares issued after giving effect to the Reverse Split, described in Note 1 to the consolidated financial statements provided under Item 8 of this report.

Securities Authorized for Issuance Under Equity Compensation Plans On April 9, 2019, management created a new entity, TStamp Incentive Holdings (“TSIH”) to which the Company issued 320,513 shares of Class A Common Stock (after giving effect to the Reverse Split) that the Board of Directors of TSIH could use for employee stock awards in the future.

Securities Authorized for Issuance Under Equity Compensation Plans On April 9, 2019, management created a new entity, TStamp Incentive Holdings (“TSIH”) to which the Company issued 320,513 shares of Class A Common Stock that the Board of Directors of TSIH could use for employee stock awards in the future.

During the years ended December 31, 2022 and December 30, 2021, our Class A Common Stock was traded on the OTC Markets Group Inc.’s OTCQX quotation platform under the trading symbol “IDAI” and on the Euronext Growth market in Dublin under “AIID”.

During the year ended December 31, 2022, our Class A Common Stock was traded on the OTC Markets Group Inc.’s OTCQX quotation platform under the trading symbol “IDAI” and on the Euronext Growth market in Dublin under “AIID”.

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Common Stock Currently, our Class A Common Stock is traded on the Nasdaq Capital Market under the symbol “IDAI”.

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Common Stock As of December 31, 2023 and 2022, our Class A Common Stock is traded on the Nasdaq Capital Market under the symbol “IDAI”.

The number of shares of our Class A Common Stock that are freely tradeable as of March 29, 2023 was 2,291,567. Performance Graph We are a smaller reporting company, as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

The number of shares of our Class A Common Stock that are freely tradable as of March 29, 2024 was 7,296,485. Performance Graph We are a smaller reporting company, as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Holders As of March 29, 2023, there were approximately 2,834 registered holders of record of our Class A Common Stock and the last reported sale price of our Class A Common Stock on the Nasdaq was $2.45 per share on March 29, 2023.

Holders As of March 29, 2024, there were approximately 2,758 registered holders of record of our Class A Common Stock and the last reported sale price of our Class A Common Stock on the Nasdaq was $0.92 per share on March 29, 2024.

However, Trust Stamp received approval from Nasdaq to have our Class A Common Stock listed on the Nasdaq Capital Market under the symbol “IDAI” with trading commencing on January 31, 2022. As a result of our Nasdaq approval, our Class A Common Stock is no longer listed on the OTCQX market as of January 31, 2022.

Trust Stamp received approval from Nasdaq to have our Class A Common Stock listed on the Nasdaq Capital Market under the symbol “IDAI” with trading commencing on January 31, 2022.

Incentive Bonus The Board of Directors may grant incentive bonuses to our executive officers and/or future executive officers in its sole discretion, if the Board of Directors believes such bonuses are in our best interest, after analyzing our current business objectives and growth, if any, and the amount of revenue we are able to generate each month, which revenue is a direct result of the actions and ability of such executives.

Additionally, the Board of Directors has granted and reserves the right to grant performance-based equity awards in the future, if the Board of Directors in its sole determination believes such grants would be in our best interests. 27 Table of Contents Incentive Bonus The Board of Directors may grant incentive bonuses to our executive officers and/or future executive officers in its sole discretion, if the Board of Directors believes such bonuses are in our best interest, after analyzing our current business objectives and growth, if any, and the amount of revenue we are able to generate each month, which revenue is a direct result of the actions and ability of such executives.

All of these shares of Class A Common Stock have been allocated for issuance pursuant to RSUs that vested on January 2, 2023.

The Company expects to adopt another equity compensation plan in the near future but has not yet done so as of December 31, 2022. 28 Table of Contents Executive Compensation Philosophy Our Board of Directors determines the compensation given to our executive officers in their sole discretion.

Executive Compensation Philosophy Our Board of Directors determines the compensation given to our executive officers in their sole discretion.

Removed

As of December 31, 2022, 56,513 (after giving effect to the Reverse Split) of these shares were outstanding and remained available for issuance. The purpose of the entity was to provide an analogous structure to a traditional stock incentive plan. Any equity compensation approved by the Company would be issued by TSIH.

Added

On September 12, 2022, the Company notified Euronext regarding the cancellation of our admission to Euronext with a final trading date of October 13, 2022. As a result of our Nasdaq approval, our Class A Common Stock is no longer listed on the OTCQX market as of January 31, 2022.

Removed

Added

Long-Term, Stock Based Compensation In order to attract, retain and motivate executive talent necessary to support our long-term business strategy we may award our executives and any future executives with long-term, stock-based compensation in the future, at the sole discretion of our Board of Directors.

Added

(2) The 2,583,280 Warrants consisted of pre-funded warrants to purchase up to 1,009,950 shares of Class A Common Stock, at an exercise price of $0.001 per share of Class A Common Stock and (ii) 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 of 28 Table of Contents Class A Common Stock.

Added

The common stock purchase warrants were repriced on December 21, 2023 to $1.34 per share of Class A Common Stock.

Added

(3) The 1,823,000 Warrants consisted of pre-funded warrants to purchase up to 543,300 shares of Class A Common Stock, at an exercise price of $0.001 per share of Class A Common Stock and (ii) 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 of Class A Common Stock.

Added

The common stock purchase warrants were repriced on December 21, 2023, to $1.34 per share of Class A Common Stock.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

57 edited+84 added−117 removed14 unchanged

2022 filing

2023 filing

Biggest changeResults of Operations The following tables set forth selected consolidated statements of operations data and such data as a percentage of total revenue for the years ended December 31, 2022 and 2021: For the years ended December 31, 2022 2021 Net revenue $ 5,385,077 $ 3,677,896 Operating Expenses: Cost of services provided (exclusive of depreciation and amortization shown separately below) 1,785,167 1,151,057 Research and development 2,474,327 2,529,501 Selling, general, and administrative 12,444,009 8,314,575 Depreciation and amortization 760,497 573,755 Total Operating Expenses 17,464,000 12,568,888 Operating Loss (12,078,923) (8,890,992) Non-Operating Income (Expense): Interest expense (8,890) (39,970) Change in fair value of warrant liability 113,125 (86,944) Impairment of digital assets (27,934) — Grant income — 61,601 Other income 50,354 56,932 Other expense (118,196) (159,533) Total Other Income (Expense), Net 8,459 (167,914) Net Loss before Taxes (12,070,464) (9,058,906) Income tax expense (21,076) — Net loss including noncontrolling interest (12,091,540) (9,058,906) Net loss attributable to noncontrolling interest — (1,743) Net loss attributable to T Stamp Inc. $ (12,091,540) $ (9,057,163) Basic and diluted net loss per share attributable to T Stamp Inc. $ (2.55) $ (2.40) Weighted-average shares used to compute basic and diluted net loss per share 4,732,774 3,767,472 36 Table of Contents 37 Table of Contents Comparison of the Years Ended December 31, 2022 and 2021 The following table sets forth the components of our consolidated statements of operations data as a percentage of revenue: For the years ended December 31, 2022 2021 Net revenue 100 % 100 % Operating Expenses: Cost of services provided (exclusive of depreciation and amortization shown separately below) 33 31 Research and development 46 69 Selling, general, and administrative 231 226 Depreciation and amortization 14 16 Total Operating Expenses 324 342 Operating Loss (224) (242) Non-Operating Income (Expense): Interest income (expense) — (1) Change in fair value of warrant liability 2 (2) Impairment of digital assets (1) — Grant income — 2 Other income 1 2 Other expense (2) (4) Total Other Expense, Net — (5) Net Loss before Taxes (224) (246) Income tax expense — — Net Loss (224) % (246) % Net revenue For the years ended December 31, 2022 2021 $Change % Change Net revenue $ 5,385,077 $ 3,677,896 $ 1,707,181 46.4 % Net revenue increased by $1.71 million, or 46.4%, for the year ended December 31, 2022 compared to the year ended December 31, 2021.

Biggest changeAfter management concluded there is no intention to settle intercompany accounts in the foreseeable future, beginning June 30, 2022, future fluctuations in foreign currencies between the Company and its subsidiaries are recorded to Accumulated other comprehensive income on the balance sheet instead of Other expense. 34 Table of Contents Results of Operations The following table summarizes our consolidated statements of operations for the years ended December 31, 2023 and 2022: For the years ended December 31, 2023 2022 Net revenue $ 4,560,275 $ 5,385,077 Operating Expenses: Cost of services (exclusive of depreciation and amortization shown separately below) 914,176 1,785,167 Research and development 2,350,677 2,474,327 Selling, general, and administrative 8,395,638 12,444,009 Depreciation and amortization 789,586 760,497 Total Operating Expenses 12,450,077 17,464,000 Operating Loss (7,889,802) (12,078,923) Non-Operating Income (Expense): Interest expense, net (73,273) (8,890) Change in fair value of warrant liability 5,033 113,125 Impairment of digital assets — (27,934) Other income 309,896 50,354 Other expense (2,981) (118,196) Total Other Income (Expense), Net 238,675 8,459 Net Loss before Taxes (7,651,127) (12,070,464) Income tax benefit (expense) 13,485 (21,076) Net loss before non-controlling interest (7,637,642) (12,091,540) Net loss attributable to non-controlling interest — — Net loss attributable to T Stamp Inc. $ (7,637,642) $ (12,091,540) Basic and diluted net loss per share attributable to T Stamp Inc. $ (1.07) $ (2.55) Weighted-average shares used to compute basic and diluted net loss per share 7,127,560 4,732,774 Comparison of the Years Ended December 31, 2023 and 2022 Net revenue For the years ended December 31, 2023 2022 $ Change % Change Net revenue $ 4,560,275 $ 5,385,077 $ (824,802) (15.32) % During the year ended December 31, 2023, Net revenue decreased to $4.56 million, or 15.32% from Net revenue of $5.39 million for the year ended December 31, 2022.

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.

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.

Some of these limitations are: o Adjusted EBITDA does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments. o Adjusted EBITDA does not reflect changes in, or cash requirements for our working capital needs. o 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. o 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.

Some of these limitations are: • Adjusted EBITDA does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments. • Adjusted EBITDA does not reflect changes in, or cash requirements for our working capital needs. • Although Depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements. • Adjusted EBITDA does not include the impact of certain charges or gains resulting from matters we consider not to be indicative of our ongoing operations.

Depreciation and amortization The increase in depreciation and amortization is primarily due to a continued investment in internally developed software which will be used for future productization. Interest income (expense) Interest income (expense) consists primarily of interest expense accrued on a promissory note payable.

Depreciation and amortization The increase in depreciation and amortization is primarily due to a continued investment in internally developed software and patent registrations which will be used for future productization. Interest income (expense) Interest income (expense) consists primarily of interest expense accrued on a promissory note payable.

On September 15, 2022, the Company entered into a Master Services Agreement (“the MSA”) with Innovative Government Solutions (“IGS”) under which the Company and IGS will jointly offer services and IGS is granted a 12-year (renewable) license (“the license”) to resell the Company’s technology subject to payment by IGS of agreed revenue advances and end user license fees.

On September 15, 2022, the Company entered into a Master Services Agreement (“the MSA”) with Innovative Government Solutions (“IGS”) under which the Company and IGS agreed to jointly offer services and IGS was granted a 12-year (renewable) license (“the license”) to resell the Company’s technology subject to payment by IGS of agreed revenue advances and end user license fees.

The Company expects this platform to accelerate its evolution, from being exclusively a custom solutions provider, to also offering a modular and highly scalable Software-as-a-Service (SaaS) model with low-code implementation. Cost of services provided Cost of services provided generally consists of the cost of hosting fees and cost of labor associated with professional services rendered.

The Company expects this platform to accelerate its evolution, from being exclusively a custom solutions provider, to also offering a modular and highly scalable SaaS model with low-code implementation. Cost of services provided Cost of services provided generally consists of the cost of hosting fees and cost of labor associated with professional services rendered.

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.

Key Business Measures In addition to the measures presented in our consolidated financial statements, we use the following key non-GAAP business measure to help us evaluate our business, identify trends affecting our business, formulate business plans and financial projections, and make strategic decisions. 33 Table of Contents Adjusted EBITDA This discussion includes information about Adjusted EBITDA that is not prepared in accordance with U.S.

Key Business Measures In addition to the measures presented in our consolidated financial statements, we use the following key non-GAAP business measures to help us evaluate our business, identify trends affecting our business, formulate business plans and financial projections, and make strategic decisions. Adjusted EBITDA This discussion includes information about Adjusted EBITDA that is not prepared in accordance with U.S.

Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Our actual results could differ from these estimates.

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. Our actual results could differ from these estimates.

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.

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.

Additionally, during the year, the Company launched its SaaS platform called Orchestration Layer platform, which is being utilized in FIS’ new global identity authentication system, which includes the Company’s proprietary tokenization technology, and facilitates no-code and low-code implementations, making adoption faster and even more cost-effective for a broader range of potential customers.

The Company also continued to expand the Orchestration Layer platform, which is being utilized by several customers including FIS’ new global identity authentication system, which is a SaaS platform that includes the Company’s proprietary tokenization technology, and facilitates no-code and low-code implementations, making adoption faster and even more cost-effective for a broader range of potential customers.

Cash used in investing activities for the year ended December 31, 2022 and 2021 were related primarily to continued investments to develop future technologies that we intend to capitalize and monetize over time.

Cash used in investing activities during the year ended December 31, 2023 related primarily to new and continued investments in technologies that we intend to capitalize and monetize over time.

On execution of the MSA, IGS agrees to pay $1,500,000 to the Company as a non-refundable revenue advance, an additional $1,500,000 non-refundable revenue advance on the first anniversary of the MSA, and $1,000,000 on each of the next two anniversaries of the MSA as additional non-refundable revenue advances.

On execution of the MSA, IGS agreed to pay $1.50 million to the Company as a non-refundable revenue advance, an additional $1.50 million non-refundable revenue advance on the first anniversary of 39 Table of Contents the MSA, and $1.00 million on each of the next two anniversaries of the MSA as additional non-refundable revenue advances.

We expect that the sales and marketing expenses within the SG&A expenses will increase in absolute dollars as we continue to invest in our potential and current customers, in growing our business and enhancing our brand awareness.

Selling, general, and administrative Selling, general, and administrative (“SG&A”) expenses were generally composed of payroll, legal, and professional fees. We expect that the sales and marketing expenses within the SG&A expenses will increase in absolute dollars as we continue to invest in our potential and current customers, in growing our business, and enhancing our brand awareness.

The Company is a business that has not yet generated profits, with a loss in the year ended December 31, 2022 of $12.09 million, operating cash outflows of $6.34 million for the same period, and an accumulated deficit of $39.30 million.

The Company is a business that has not yet generated profits, with a Net loss in the year ended December 31, 2023 of $7.64 million, Net operating cash outflows of $7.85 million for the same period, and an Accumulated deficit of $50.85 million as of December 31, 2023.

This increase of expense allocation is a result of our prior decision to invest more money in research and development in prior periods and our goal of accelerating our product roadmap coming to fruition. We expect that cost of services provided will increase in absolute dollars as our revenue grows and will vary from period-to-period as a percentage of revenue.

This increase of expense allocation is a result of our prior decision to invest more money in research and development in prior periods and our goal of accelerating our product roadmap coming to fruition. 33 Table of Contents We expect that cost of services provided will continue to decrease in absolute dollars until the transition to primarily SaaS revenue is complete.

Financing Activities For the year ended December 31, 2022, net cash provided by financing activities was $5.10 million, compared to net cash of $9.34 million for the year ended December 31, 2021.

During the year ended December 31, 2022, net cash provided by financing activities was $5.10 million.

Investing Activities Net cash used in investing activities for the year ended December 31, 2022 was $998 thousand, compared to net cash of $768 thousand used in the year ended December 31, 2021, an increase of 29.91%.

Investing Activities Net cash used in investing activities during the year ended December 31, 2023 was $402 thousand, compared to net cash of $998 thousand used in the year ended December 31, 2022.

Critical Accounting Policies and Estimates Our financial statements are prepared in accordance with GAAP. The preparation of these 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.

The receipts were offset by $90 thousand for principal payments made for the financial liability. Critical Accounting Estimates Our consolidated financial statements are prepared in accordance with GAAP. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses, as well as related disclosures.

Impairment of digital assets For the years ended December 31, 2022 2021 $Change % Change Impairment of digital assets $ (27,934) $ — $ (27,934) — % The Company recognized an impairment on digital assets during the year ended December 31, 2022 of $28 thousand.

Impairment of digital assets For the years ended December 31, 2023 2022 $ Change % Change Impairment of digital assets $ — $ (27,934) $ 27,934 (100.00) % The Company recognized an impairment on digital assets during the year ended December 31, 2022, of $28 thousand. Digital assets are considered indefinite-lived Intangible assets, net under applicable accounting rules.

IGS has the right to terminate the MSA for convenience before the additional non-refundable revenue advances become due in which case the unpaid additional non-refundable revenue advances will not be payable and the license will terminate.

IGS had the right to terminate the MSA for convenience before the additional non-refundable revenue advances become due in which case the unpaid additional non-refundable revenue advances will not be payable and the license will terminate. On September 14, 2023, Trust Stamp received notification from IGS that it was terminating the MSA effective September 15, 2023.

Our historical results are not necessarily indicative of the results that may be expected for any period in the future. Overview T Stamp Inc. was incorporated on April 11, 2016 in the State of Delaware.

Our historical results are not necessarily indicative of the results that may be expected for any period in the future.

Effective September 3, 2019, the Company entered into a software license agreement with a customer pursuant to which the Company received total fees of $150 thousand in 2020, $200 thousand in 2021, and will receive minimum total fees of $250 thousand in 2022, rising by 15% in each subsequent year beginning in 2023 with a cap of $1.00 million.

Effective September 3, 2019, the Company entered into a software license agreement with a customer pursuant to which the Company received total fees of $150 thousand in 2020, $200 thousand in 2021, and $250 thousand in 2022. On December 31, 2022, the software license agreement was amended.

During the year ended December 31, 2022, cash received included the $3.33 million from a warrant exercise by SCV, a related party, received in December 2021 from SCV and REach® Ventures, a related party, $95 thousand from the exercise of options, $1.42 million from the sale of Class A Common Stock and warrants exercisable into Class A Common Stock in a private investment in public equity agreement with Armistice Capital Master Fund Ltd.

The Company received $3.33 million from a warrant exercise by SCV and REach® Ventures (a related party) in December 2021, $95 thousand from the exercise of options, $1.42 million from the sale of Class A Common Stock and warrants exercisable into Class A Common Stock in a private investment in public equity agreement with Armistice Capital Master Fund Ltd., and $246 thousand in units sold and warrants exercised, net of raise costs, in connection to the Company’s 2021 raises under Regulation CF, Regulation D, and Regulation S in preparation for our Nasdaq listing.

The Company capitalizes eligible costs to develop internal-use software that are incurred subsequent to the preliminary project stage through the development stage. These costs consist of personnel costs (including related benefits and stock-based compensation) that are incurred during the application development stage. Costs incurred during the preliminary project stage and during the post-implementation operational stage are expensed as incurred.

The Company capitalizes eligible costs for the development of Capitalized Internal-Use Software and SaaS solutions that are incurred after the preliminary project stage and throughout the development stage. These costs consist of personnel costs (salaries, related benefits, and stock-based compensation) and certain third-party costs incurred during the application development stage.

Accordingly, any decrease in their fair values below our carrying values for such assets at any time after their acquisition requires recognition of impairment. Grant income The Company had grant income primarily related to Trust Stamp Malta’s agreements with Republic of Malta.

Accordingly, any decrease in their fair values below our carrying values for such assets at any time subsequent to their acquisition requires recognition of impairment.

In effect, the Company’s current ratio, that is, the ratio of the Company’s total current assets as a multiple of total current liabilities or the Company’s ability to service its current liabilities with its current cash assets, changed from 2.40 as of December 31, 2021, to 0.65 as of December 31, 2022.

In effect, the Company’s current ratio (i.e., the ratio of the Company’s Total Current Assets as a multiple of Total Current Liabilities or the Company’s ability to service its near-term liabilities with its near-to-cash assets) increased from 0.65 as of December 31, 2022 to 1.73 representing a 166.15% increase during the year ended December 31, 2023.

Cash Flows The following table summarizes our cash flows for the years ended December 31, 2022 and 2021: For the years ended December 31, 2022 2021 Net cash flows from operating activities $ (6,337,386) $ (6,702,221) Net cash flows from investing activities $ (998,190) $ (768,353) Net cash flows from financing activities $ 5,101,194 $ 9,337,517 Operating Activities Net cash used in operating activities decreased by 5.44% from $6.70 million for the year ended December 31, 2021 to $6.34 million for the year ended December 31, 2022.

Cash Flows The following table summarizes our cash flows for the years ended December 31, 2023 and 2022: For the years ended December 31, 2023 2022 Net cash flows from operating activities $ (7,852,546) $ (6,337,386) Net cash flows from investing activities $ (401,680) $ (998,190) Net cash flows from financing activities $ 10,213,410 $ 5,101,194 Operating Activities Net cash flows from operating activities increased by 23.91% from $6.34 million during the year ended December 31, 2022, compared to $7.85 million during the year ended December 31, 2023.

During the year ended December 31, 2022, the Company determined that there is currently no intention to settle intercompany accounts in the foreseeable future; therefore, future fluctuations in foreign currencies between the Company and its subsidiaries will be booked to accumulated other comprehensive income on the balance sheet.

After management concluded there is no intention to settle intercompany accounts in the foreseeable future, beginning in June 30, 2022, future fluctuations in foreign currencies between the Company and its subsidiaries are recorded to Accumulated other comprehensive income on the balance sheet instead of Other expense.

The decrease was primarily due to an $88 thousand decrease in unrealized loss on foreign currency translations for intercompany transactions between the parent company, T Stamp Inc., and its subsidiary, Trust Stamp Malta Limited with currencies denominated in United States Dollars and European Union Euros, respectively.

The Company incurred $95 thousand in unrealized loss on foreign currency translation expense for the year ended December 31, 2022, for intercompany transactions between the parent company, T Stamp Inc., and its subsidiaries, Trust Stamp Malta Limited, Biometric Innovations Limited, and Trust Stamp Rwanda Limited with currencies denominated in United States Dollars, European Union Euros, British Pound Sterling, and Rwandan Franc, respectively.

T Stamp Inc. and its subsidiaries (“Trust Stamp”, “we”, or the “Company”) develops and markets identity authentication software for enterprise and government partners and peer-to-peer markets.

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.

Research and development For the years ended December 31, 2022 2021 $Change % Change Research and development $ 2,474,327 $ 2,529,501 $ (55,174) (2.2) % Research and development (R&D) expense decreased by $55 thousand, or 2.2%, for the year ended December 31, 2022 compared to the year ended December 31, 2021.

Research and development For the years ended December 31, 2023 2022 $ Change % Change Research and development $ 2,350,677 $ 2,474,327 $ (123,650) (5.00) % Research and development (“R&D”) expenses decreased by $124 thousand, or 5.00% for the year ended December 31, 2023, compared to the year ended December 31, 2022.

Depreciation and amortization For the years ended December 31, 2022 2021 $Change % Change Depreciation and amortization $ 760,497 $ 573,755 $ 186,742 32.6 % 39 Table of Contents Depreciation and amortization (“D&A”) expense increased by $187 thousand, or 32.6%, for the year ended December 31, 2022 compared to the year ended December 31, 2021.

Depreciation and amortization For the years ended December 31, 2023 2022 $ Change % Change Depreciation and amortization $ 789,586 $ 760,497 $ 29,089 3.82 % Depreciation and amortization (“D&A”) increased by $29 thousand, or 3.82% for the year ended December 31, 2023, compared to the year ended December 31, 2022.

During the year ended December 31, 2022, Trust Stamp received the initial $1.50 million payment, recorded the non-refundable revenue advance to deferred revenue, and recognized no IGS revenue. Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

See “Results of Operations” below for further discussion on the drivers behind the increase in Net loss and selling, general and administrative expenses during the year ended December 31, 2022. 34 Table of Contents Components of Results of Operations Net revenue We derive our revenue primarily from professional services.

See “Results of Operations” below for further discussion on the drivers behind the decrease in stock-based compensation during the year ended December 31, 2023. Components of Results of Operations Net revenue We derive our revenue primarily from professional services though our business model is transitioning to focus on recurring Software-as-a-Service (SaaS) revenue.

GAAP net income (loss) adjusted to exclude (1) interest expense, (2) interest income, (3) provision for income taxes, (4) depreciation and amortization, (5) impairment in assets and liabilities, and (6) 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 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.

Change in fair value of warrant liability For the years ended December 31, 2022 2021 $Change % Change Change in fair value of warrant liability $ 113,125 $ (86,944) $ 200,069 230.1 % 40 Table of Contents The Company recognized a change in fair value of warrant liability for the year ended December 31, 2022 of $113 thousand based on the fair value assessment and adjustment for one warrant liability issued on December 16, 2016 as described in Note 4 to the financial statements provided under Item 8 of this report.

This change is based on the fair value assessment and adjustment for one warrant liability as described in Note 3 to the financial statements provided under Item 1 of this report.

Other expense For the years ended December 31, 2022 2021 $Change % Change Other expense $ (118,196) $ (159,533) $ 41,337 25.9 % Other expense decreased by $41 thousand for the year ended December 31, 2022 when compared to the year ended December 31, 2021.

Other expense For the years ended December 31, 2023 2022 $ Change % Change Other expense $ (2,981) $ (118,196) $ 115,215 (97.48) % 38 Table of Contents Other expense decreased by $115 thousand for the year ended December 31, 2023, compared to the year ended December 31, 2022.

Maintenance costs are expensed as incurred. The estimated useful life of costs capitalized is evaluated for each specific project. Actual economic lives may differ from estimated useful lives. Periodic reviews could result in a change in estimated useful lives and therefore changes in amortization expense in future periods. Revenue Recognition The Company derives its revenue primarily from professional services.

The estimated useful life of capitalized costs is evaluated for each specific project as actual economic lives may differ from estimated useful lives. Trust Stamp periodically reviews the estimated useful life of its Capitalized Internal-Use Software, Net. Such evaluations may result in an adjustment to its estimated useful life which could impact amortization expense in future periods.

Operating loss For the years ended December 31, 2022 2021 $Change %Change Operating gain (loss) $ (12,078,923) $ (8,890,992) $ (3,187,931) 35.9 % Operating loss increased by $3.19 million, or 35.9%, for the year ended December 31, 2022 compared to the year ended December 31, 2021.

Operating loss For the years ended December 31, 2023 2022 $ Change % Change Operating loss $ (7,889,802) $ (12,078,923) $ 4,189,121 (34.68) % The Company’s Operating loss decreased by $4.19 million or 34.68% for the year ended December 31, 2023, compared to the year ended December 31, 2022.

Other income For the years ended December 31, 2022 2021 $Change % Change Other income $ 50,354 $ 56,932 $ (6,578) 11.6 % Other income decreased by $7 thousand, or 11.6%, for the year ended December 31, 2022 when compared to the year ended December 31, 2021.

Other income For the years ended December 31, 2023 2022 $ Change % Change Other income $ 309,896 $ 50,354 $ 259,542 515.43 % Other income increased by $260 thousand for the year ended December 31, 2023, compared to the year ended December 31, 2022.

Other expense Other expense is mainly driven by the fact that the Company operates in multiple countries, including the U.K., Malta, and Rwanda, and as such, has certain exchange rate gains and losses associated with converting the foreign currency activity to the Company’s reporting currency, USD.

Other expense Other expense is mainly driven by miscellaneous expenses unrelated to the main focus of the Company’s business. Prior to 2023, Other expense was mainly driven by certain exchange rate gains and losses associated with converting the foreign currency activity to the Company’s reporting currency, United States dollars ("USD").

Reconciliation of Net Loss to Adjusted EBITDA For the years ended December 31, 2022 2021 Net loss before taxes $ (12,070,464) $ (9,058,906) Add: Other expense 118,196 159,533 Less: Other income (50,354) (56,932) Less: Grant income — (61,601) Add: Interest expense (income) 8,890 39,970 Add: Stock-based compensation 2,399,063 2,780,639 Add: Impairment loss of digital assets 27,934 — Add: Non-cash expenses for in-kind services 111,720 261,794 Add: Depreciation and amortization 760,497 573,755 Adjusted EBITDA loss (non-GAAP) $ (8,694,518) $ (5,361,748) Adjusted EBITDA (non-GAAP) loss for the year ended December 31, 2022, increased by 62.2%, to $8.69 million from $5.36 million for the year ended December 31, 2021.

GAAP results. 32 Table of Contents Reconciliation of Net Loss to Adjusted EBITDA For the year ended December 31, 2023 2022 Net loss before taxes $ (7,651,127) $ (12,070,464) Add: Other expense 2,981 118,196 Less: Other income (309,896) (50,354) Less: Gain on sale of mobile hardware (216,189) — Add: Interest expense, net 73,273 8,890 Add: Stock-based compensation 763,288 2,399,063 Add: Change in fair value of warrant liability (5,033) (113,125) Add: Impairment loss of assets 31,474 27,934 Add: Non-cash expenses for in-kind services 18,547 111,720 Add: Depreciation and amortization 789,586 760,497 Adjusted EBITDA loss (non-GAAP) $ (6,503,096) $ (8,807,643) Adjusted EBITDA loss (non-GAAP) for the year ended December 31, 2023, decreased by 26.17%, to $6.50 million from $8.81 million for the year ended December 31, 2022.

Reverse Split Pursuant to the Reverse Split, as of March 23, 2023, 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.

Reverse Spit 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”).

This is also a result of the Company’s investments in R&D, which, during the year ended December 31, 2022, produced thirteen (13) new pending patent applications and nine (9) issued patents with the United States Patent and Trademark Office.

In addition, the Company continued to prioritize intellectual property, which produced five (5) new pending patent applications and four (4) issued patents with the United States Patent and Trademark Office during the year ended December 31, 2023.

The decrease of $2.22 million in cash from December 31, 2021 to December 31, 2022 was a result of the net negative cash flow which consisted of $(6.34) million, $5.10 million, and $(998) thousand, in operating, financing, and investing activities, respectively. Additionally, there was a $13 thousand cash inflow for currency transaction adjustment.

The increase of $1.89 million in Cash and cash equivalents from December 31, 2022 to December 31, 2023 was a result of the net cash inflow which consisted of $7.85 million net operating cash outflows, $402 thousand net investing cash outflows, and $10.21 million net financing cash inflows.

The critical accounting policies and estimates, assumptions, and judgments that we believe have the most significant impact on our consolidated financial statements are described below. 44 Table of Contents Capitalized Internal-Use Software, Net Costs related to software acquired, developed, or modified solely to meet our internal requirements, with no substantive plans to market such software at the time of development are capitalized.

The critical accounting estimates, assumptions, and judgments that we believe have the most significant impact on our consolidated financial statements are described below.

The change was effective as of June 30, 2022. 41 Table of Contents Liquidity and Capital Resources As of December 31, 2022 and 2021, the Company had approximately $1.25 million and $3.48 million cash in our banking accounts, respectively. One of those bank accounts was with Silicon Valley Bank.

Liquidity and Capital Resources As of December 31, 2023, the Company had approximately $3.14 million cash in its banking accounts.

Selling, general, and administrative For the years ended December 31, 2022 2021 $Change % Change Selling, general, and administrative $ 12,444,009 $ 8,314,575 $ 4,129,434 49.7 % Selling, general and administrative (“SG&A”) expense increased by $4.13 million, or 49.7%, for the year ended December 31, 2022 compared to the year ended December 31, 2021.

Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. 36 Table of Contents Selling, general, and administrative For the years ended December 31, 2023 2022 $ Change % Change Selling, general, and administrative $ 8,395,638 $ 12,444,009 $ (4,048,371) (32.53) % Selling, general, and administrative expense (“SG&A”) decreased by $4.05 million, or 32.53%, for the year ended December 31, 2023, compared to the year ended December 31, 2022.

Interest income (expense) For the years ended December 31, 2022 2021 $Change % Change Interest income (expense) $ (8,890) $ (39,970) $ 31,080 77.8 % Interest income (expense) decreased by $31 thousand, or 77.8%, for the year ended December 31, 2022 compared to the year ended December 31, 2021.

Interest earned decreased by $7 thousand to $623 for the year ended December 31, 2023 from $8 thousand for the year ended December 31, 2022. Interest expense increased by $57 thousand to $74 thousand for the year ended December 31, 2023 from $17 thousand for the year ended December 31, 2022.

See the cash flows section below for more details on cash activities during the year ended December 31, 2022. Total current assets for the comparative periods decreased by 50.1% or $2.89 million from $5.76 million as of December 31, 2021, to $2.87 million as of December 31, 2022.

Total Current Assets for the comparative periods increased by 63.44% or $1.82 million from $2.87 million as of December 31, 2022, to $4.70 million as of December 31, 2023. The increase in current assets was primarily driven by the increase in Cash and cash equivalents of $1.89 million (discussed above).

The Company was required to provide an initial capital amount of €50 thousand or $54 thousand, which is matched with a €50 thousand grant or $54 thousand. Other income Other income is mainly driven by miscellaneous income earned that is unrelated to the main focus of the Company’s business.

Additionally, the Company earned interest income in the form of interest on employee stock loans. Other income Other income is mainly driven by miscellaneous income earned that is unrelated to the main focus of the Company’s business including the gain or loss on sale of assets.

The amount of revenue recognized during the years ended December 31, 2022 and 2021 was $3.29 million and $1.68 million, respectively. 38 Table of Contents Cost of services provided For the years ended December 31, 2022 2021 $Change % Change Cost of services provided $ 1,785,167 $ 1,151,057 $ 634,110 55.1 % Cost of services provided (“COS”) increased by $634 thousand, or 55.1%, for the year ended December 31, 2022 compared to the year ended December 31, 2021.

Cost of services For the years ended December 31, 2023 2022 $ Change % Change Cost of services $ 914,176 $ 1,785,167 $ (870,991) (48.79) % Cost of services (“COS”) decreased by $871 thousand or 48.79% for the year ended December 31, 2023, compared to the year ended December 31, 2022.

In addition, patent amortization increased during the twelve months ended December 31, 2022 as a result of new pending patent applications and issued patents with the United States Patent and Trademark Office. During the twelve months ended December 31, 2022, the Company added thirteen (13) new pending patents and nine (9) issued patents.

The primary increase in D&A expense related to the $48 thousand increase in amortization of patents between the comparative periods. This increase is the result of new pending patent applications and issued patents with the United States Patent and Trademark Office.

The primary increase in D&A expense during the year was the $90 thousand for the depreciation of mobile hardware assets related to the ICE Contract. There were no mobile hardware assets or related depreciation expense during the twelve months ended December 31, 2021. Also driving the increase in D&A expense is the total balance of capitalized internal-use software.

These increases were partially offset by a $60 thousand decrease in D&A expense related to the depreciation of mobile hardware assets that were sold during the year ended December 31, 2023.

The Company received gross proceeds from the Private Placement of $1,511,250 before deducting offering expenses payable by the Company. The Company intends to use the net proceeds of the Private Placement for working capital and other general corporate purposes.

The gross proceeds to the Company from the Exercise were $2.41 million, prior to deducting warrant inducement agent fees and estimated offering expenses. The Company intends to use the remainder of the net proceeds for business growth, working capital, and general corporate purposes. As of the date of this report, the investor has not exercised the New Warrants.

The overall increase in adjusted EBITDA loss is due to the $3.01 million increase in Net loss before taxes during the year ended December 31, 2022, as well as a decrease in Stock-based compensation of $382 thousand during the year ended December 31, 2022.

The overall decrease in Adjusted EBITDA loss (non-GAAP) was driven primarily by reductions in Selling, general, and administrative expenses (as a result of various operating cost reductions initiated in 2022) including the $1.64 million reduction of stock-based compensation for the year ended December 31, 2023 when compared to the year ended December 31, 2022.

Removed

Recent Developments Development of Orchestration Layer and Channel Partnership with FIS During the year ended December 31, 2022, we continued to expand our work with Fidelity Information Services, LLC (“FIS”) with our proprietary tokenization technology being utilized in FIS’ new global identity authentication system.

Added

Removed

Added

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.

Removed

In the fourth quarter, 4 additional customers onboarded, then 17 new customers since year-end, totaling to 23 total customers on the Orchestration Layer platform all related to FIS, including 23 financial institutions with over $50 billion in assets, as of February 2023.

Added

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.

Removed

Additionally, the Orchestration Layer reduces customer acquisition costs through channel partnership and its easy-to-integrate delivery model. Channel partnerships, such as the one mentioned with FIS, enables the Company to leverage the sales and marketing resources of larger, more established organizations, who are selling this Orchestration Layer platform to their existing customer base, which can number in the tens of thousands.

Added

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.

Removed

The cost to acquire an additional customer through channel partnerships are relatively much lower than the costs through traditional direct selling and other sales models and can accelerate the delivery of the platform.

Added

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.

Removed

Finally, the easy-to-integrate delivery model enables customers to progress through the customer lifecycle at a much more rapid pace, from introduction, to demonstration, and finally, integration of the platform in a matter of weeks versus typically many months for fully customized solutions which often require several development cycles and additional resources to produce and integrate the final product with the client’s systems.

Added

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 IT 2TM , 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.

Removed

Armistice Capital Master Fund Ltd. Financing On September 11, 2022, the Company entered into a Securities Purchase Agreement (the “SPA”) with Armistice Capital Fund Ltd. (“Armistice”).

Added

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.

Removed

Pursuant to the terms of the SPA, the Company sold to Armistice in a private placement (the “Private Placement”) 195,000 shares of Class A Common Stock of the Company and warrants to purchase 390,000 shares of Class A Common Stock of the Company (the “Warrants”) for a total purchase price of $1,511,250. 31 Table of Contents The Warrants have an exercise price of $8.85 per share, with such exercise price being subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Class A Common Stock that occur while the Warrants are outstanding.

Added

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.

Removed

The Warrants also allow for a “cashless exercise” if, at any time after the six (6) month anniversary of the issue date of the Warrants there is no effective registration statement registering the resale of the Class A Common Stock issuable pursuant to the Warrants.

Added

Recent Developments Private Placement, Entry Into Warrant Exchange Agreement, and Issuance of the Warrants 30 Table of Contents On December 21, 2023, the Company entered into a warrant exercise agreement (the “WEA”) with a certain institutional investor, pursuant to which the investor agreed to exercise (the “Exercise”) (i) a portion (106,670) of the warrants issued to the 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 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 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”).

Removed

In such a case, then Warrants may also be exercised, in whole or in part, by means of a cashless exercise in which the Selling Stockholder will be entitled to receive a number of shares of Class A Common Stock as described in the Warrants.

Added

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.

Removed

The Warrants may be exercised at any time by the Selling Stockholder starting on the issuance date (i.e. September 14, 2022) until the five (5) year and six (6) month anniversary thereafter.

Added

As of December 31, 2023, the institutional investor had submitted an Exercise Notice for 918,000 Existing Warrants and the shares of Class A Common Stock were issued to the warrant holders.

Removed

Additionally, pursuant to the SPA, 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).

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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2022 filing

2023 filing

Biggest changeItem 7A. Quantitative and Qualitative Disclosures about Market Risk We are a smaller reporting company, as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended, and are not required to provide the information required under this item. 47 Table of Contents

Top changes in T Stamp Inc's 2023 10-K

Item 1. Business

Item 1A. Risk Factors

Item 2. Properties

Item 3. Legal Proceedings

Item 5. Market for Registrant's Common Equity

Item 7. Management's Discussion & Analysis

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Other IDAI 10-K year-over-year comparisons