What changed in T Stamp Inc's 2024 10-K compared to 2023?

Across the narrative sections we track, T Stamp Inc (IDAI) added 318 paragraphs, removed 278, and edited 143 between the 2023 and 2024 10-K filings. The biggest movers are Item 7. Management's Discussion & Analysis (+176/−138), Item 1. Business (+79/−76), Item 1A. Risk Factors (+35/−33).

Did T Stamp Inc add new Risk Factors in the 2024 10-K?

Yes — Item 1A Risk Factors shows 35 new/edited paragraphs and 33 removed paragraphs versus the 2023 10-K.

What changed in T Stamp Inc's MD&A (Item 7) in 2024?

Item 7 Management's Discussion & Analysis shows 176 new/edited paragraphs and 138 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 update its Cybersecurity disclosure (Item 1C) in 2024?

Item 1C Cybersecurity has 10 paragraph-level changes between the 2023 and 2024 filings.

Where does this IDAI 10-K diff come from?

The source filings are T Stamp Inc's official 2023 and 2024 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 — 2023 vs 2024

Paragraph-level year-over-year comparison of T Stamp Inc's 2023 and 2024 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 2024 report.

+318 added−278 removedSource: 10-K (2025-03-31) vs 10-K (2024-04-01)

Top changes in T Stamp Inc's 2024 10-K

318 paragraphs added · 278 removed · 143 edited across 7 sections

Item 7. Management's Discussion & Analysis+176 / −138 · 49 edited
Item 1. Business+79 / −76 · 43 edited
Item 1A. Risk Factors+35 / −33 · 28 edited
Item 5. Market for Registrant's Common Equity+15 / −18 · 12 edited
Item 1C. Cybersecurity+10 / −10 · 8 edited

Item 1. Business

Business — how the company describes what it does

43 edited+36 added−33 removed46 unchanged

2023 filing

2024 filing

Biggest changeFiling/ 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.

Biggest changeFiling/ 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 32742-153794 18/063,372 12/08/2022 SHAPE OVERLAY FOR PROOF OF LIVENESS 63/287,276 PENDING 03/062025: Notice of allowance/Issue Fees Due (06/10/2025) 32742-148653 17/725,978 04/21/2022 INTEROPERABLE BIOMETRIC REPRESENTATION 63/177,494 PENDING 01/27/2025: Notice of Allowance/Issue Fees Due (04/25/2025) 32742-151107 17/849,196 06/24/2022 SYSTEMS AND METHODS FOR PASSIVE-SUBJECT LIVENESS VERIFICATION IN DIGITAL MEDIA 16/855,606 PENDING 02/05/2025: Response to Office Action Due (05/05/2025) 32742-161077 18/524,536 11/30/2023 SYSTEMS AND PROCESSES FOR LOSSY BIOMETRIC REPRESENTATIONS 16/841,269 ABANDONED 01/03/2025 32742-149248 17/745,270 05/16/2022 SECURE REPRESENTATIONS OF AUTHENTICITY AND PROCESSES FOR USING SAME 63/188,491 ABANDONED 11/01/2024 32742-147631 17/706,132 03/28/2022 SYSTEMS AND METHODS FOR LIVENESS-VERIFIED IDENTITY AUTHENTICATION 16/403,093 ABANDONED 07/01/2024 32742-142186 17/230,684 04/14/2021 SYSTEMS AND PROCESSES FOR MULTIMODAL BIOMETRICS 63/009,809 63/011,447 ABANDONED 05/22/2023 32742-141508 17/205,713 03/18/2021 SYSTEMS AND PROCESSES FOR TRACKING HUMAN LOCATION AND TRAVEL VIA BIOMETRIC HASHING 62/991,352 ABANDONED 12/06/2023 32742-147982 17/719,975 12,079,371 04/13/2022 09/03/2024 PERSONALLY IDENTIFIABLE INFORMATION ENCODER 63/174,405 ISSUED 03/03/2028: First Maintenance Fee Due 32742-145019 17/401,504 11,972,637 08/13/2021 04/30/2024 SYSTEMS AND METHODS FOR LIVENESS-VERIFIED, BIOMETRIC-BASED ENCRYPTION 62/667,133 ISSUED 10/30/2027: First Maintenance Fee Due 32742-142411 17/324,544 11,967,173 05/19/2021 04/23/2024 FACE COVER-COMPATIBLE BIOMETRICS AND PROCESSES FOR GENERATING AND USING SAME 63/027,072 ISSUED 10/23/2027: First Maintenance Fee Due 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 13 Table of Contents Matter No.

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.

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.

Financial and Societal Inclusion • As of 2021, 1.4 billion people were unbanked according to the “Global Findex Database 2021” published by The World Bank. • 131 million small and medium-sized enterprises in emerging markets lack access to finance, limiting their ability to grow and thrive (UNSGSA Financial Inclusion Webpage, Accessed March 2023). • The global market for Microfinance is estimated at $157 Billion in the year 2020, and is projected to reach $342 billion by 2026 according to the 2022 report titled “Microfinance - Global Market Trajectory & Analytics” published by Global Industry Analysts, Inc.

Financial and Societal Inclusion • According to the “Global Findex Database 2021,” published by the World Bank, 1.4 billion people were unbanked as of 2021. • 131 million small and medium-sized enterprises in emerging markets lack access to finance, limiting their ability to grow and thrive (UNSGSA Financial Inclusion Webpage, Accessed March 2023). • The global market for Microfinance is estimated at $157 Billion in the year 2020 and is projected to reach $342 billion by 2026 according to the 2022 report titled “Microfinance - Global Market Trajectory & Analytics” published by Global Industry Analysts, Inc.

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.

It requires data controllers to implement more stringent operational 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 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.

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.

Principal Products and Services We adhere to the best practices outlined in the National Institute of Standards and Technology (“NIST”) and International Organization for Standardization (“ISO”) frameworks, and our policies and procedures in managing personally identifiable information (“PII”) comply with General Data Protection Regulation (“GDPR”) requirements wherever such requirements are applicable.

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.

SaaS Agreements 7 Table of Contents 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.

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 9 Table of Contents 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 hold a trading license in Rwanda (with which we are in compliance).

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. The purpose of the entity was to provide an analogous structure to a traditional stock incentive plan.

On April 9, 2019, management created a new entity, Tstamp Incentive Holdings (“TSIH”) to which the Company issued 21,368 shares of Class A Common Stock that the Board of Directors of TSIH could use for employee stock awards in the future. The purpose of the entity was to provide an analogous structure to a traditional stock incentive plan.

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.

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, 2024. Amazon Web Services provides cloud hosting and processing services, representing approximately 4% of our operating expenses during the year ended December 31, 2024.

The Orchestration Layer facilitates no-code and low-code implementations of the Company’s technology making adoption and updating faster and cost-effective for a broader range of potential customers.

The Orchestration 9 Table of Contents Layer facilitates no-code and low-code implementations of the Company’s technology making adoption and updating faster and cost-effective for a broader range of potential customers.

Biometric Innovations Limited (formerly “Trust Stamp Fintech Limited”). Biometric Innovations Limited is our Company’s United Kingdom ("UK") operating subsidiary. It was established to act as the contracting entity for development contractors in the UK, and it has its own board and management team.

Biometric Innovations Limited is our Company’s United Kingdom ("UK") operating subsidiary. It was established to act as the contracting entity for development contractors in the UK, and it has its own board and management team.

Filing/ Issue Date Title Priority Information Status 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 10/28/2027: Second Maintenance Fee Due 32742-152907 17/966,355 11,681,787 10/14/2022 06/20/2023 OWNERSHIP VALIDATION FOR CRYPTOGRAPHIC ASSET CONTRACTS USING IRREVERSIBLY TRANSFORMED IDENTITY TOKENS 63/256,347 ISSUED 12/20/2026: First Maintenance Fee Due 32742-139681 17/109,693 11,711,216 12/02/2020 07/25/2023 SYSTEMS AND METHODS FOR PRIVACY-SECURED BIOMETRIC IDENTIFICATION AND VERIFICATION 62/942,311 ISSUED 01/25/2027: First Maintenance Fee Due 32742-149164 17/702,361 11,861,043 03/23/2022 01/02/2024 SYSTEMS AND PROCESSES FOR LOSSY BIOMETRIC REPRESENTATIONS 16/841,269 ISSUED 07/02/2027 First Maintenance Fee Due 32742-153065 17/956,190 11,936,790 09/29/2022 03/19/2024 SYSTEMS AND METHODS FOR ENHANCED HASH TRANSFORMS 16/406,978 ISSUED 09/20/2027: First Maintenance Fee Due 14 Table of Contents Trademarks The following is a summary of Trust Stamp’s issued and pending Trademarks as of April 1, 2024.

Filing/ Issue Date Title Priority Information Status 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 10/28/2027: Second Maintenance Fee Due 32742-152907 17/966,355 11,681,787 10/14/2022 06/20/2023 OWNERSHIP VALIDATION FOR CRYPTOGRAPHIC ASSET CONTRACTS USING IRREVERSIBLY TRANSFORMED IDENTITY TOKENS 63/256,347 ISSUED 12/20/2026: First Maintenance Fee Due 32742-139681 17/109,693 11,711,216 12/02/2020 07/25/2023 SYSTEMS AND METHODS FOR PRIVACY-SECURED BIOMETRIC IDENTIFICATION AND VERIFICATION 62/942,311 ISSUED 01/25/2027: First Maintenance Fee Due 32742-149164 17/702,361 11,861,043 03/23/2022 01/02/2024 SYSTEMS AND PROCESSES FOR LOSSY BIOMETRIC REPRESENTATIONS 16/841,269 ISSUED 07/02/2027 First Maintenance Fee Due 32742-153065 17/956,190 11,936,790 09/29/2022 03/19/2024 SYSTEMS AND METHODS FOR ENHANCED HASH TRANSFORMS 16/406,978 ISSUED 09/20/2027: First Maintenance Fee Due 15 Table of Contents Trademarks The following is a summary of Trust Stamp’s issued and pending Trademarks as of March 31, 2025.

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 Operational Subsidiaries Tstamp Incentive Holdings .

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.

Filing/ Issue Date Title Priority Information Status 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 08/16/2028: Second 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 02/19/2029: Second 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 02/17/2029: Second 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 14 Table of Contents Matter No.

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.

Examples of regulations 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) • Act on the Protection of Personal Information (APPI) • United Kingdom General Data Protection Regulation (UK GDPR) 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.

The first (non-FIS) client onboarded to the Orchestration Layer in the third quarter of 2022 has generated $233 thousand of revenue for the Company to date including $182 thousand during the year ended December 31, 2023.

The first (non-FIS) client onboarded to the Orchestration Layer in the third quarter of 2022 has generated $426 thousand of revenue for the Company to date including $193 thousand during the year ended December 31, 2024.

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”).

Key Customers The Company’s initial business consisted of developing proprietary privacy-first identity solutions and implementing them through custom applications built and maintained for a few key customers. In the fourth quarter of 2022, the Company added to its product offerings a modular SaaS model intended for low-code or no implementation (“the Orchestration Layer”).

As of December 31, 2023, a total of 40 financial institutions with over $327 billion in assets have been onboarded via FIS, bringing the total number of (FIS and non-FIS) customers either fully implemented or are currently implementing the Orchestration Layer to 43.

As of December 31, 2024, a total of 66 financial institutions with over $348 billion in assets have been onboarded via FIS, bringing the total number of (FIS and non-FIS) customers either fully implemented or are currently implementing the Orchestration Layer to 79.

Serial / 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.

Serial / Registration Number Filing Date Trademark Country Status 98/379,747 7,608,235 1/29/2024 12/17/2024 THE PRIVACY FIRST IDENTITY COMPANY US REGISTERED Section 8&9 Renewal Due: 12/17/2030 97/892,087 N/A 04/17/2023 N/A TRUSTED CHAT US PENDING Statement of Use or 3rd Request for Extension Due: 04/17/2025 97/894,011 N/A 04/18/2023 N/A US PENDING Statement of use or 3rd Request for Extension Due: 04/17/2025 97/613,025 N/A 06/29/2022 N/A ALTERNATIVES TO DETENTION US PENDING APPLICATION Statement of use or 3rd Request for Extension Due: 04/17/2025 97/276,205 7,503,036 02/21/2022 09/10/2024 PRIVTECH CERTIFIED US REGISTERED Section 8 & 9 Renewal Due: 09/10/2030 87/411,586 5,329,048 04/14/2017 11/07/2017 TRUST STAMP US REGISTERED Section 8 & 9 Renewal Due: 11/08/2027 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 16 Table of Contents The Company added 6 patents and 1 trademark during the year ended December 31, 2024 .

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.

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

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.

As of December 31, 2024, the Company had 7 full-time and 2 part-time team members that work out of the United States, 25 full-time members that work out of Malta, 10 full-time 8 Table of Contents team members in Poland and Central Europe, 1 full-time and 1 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 in India.

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.

Trust Stamp established Trust Stamp Denmark ApS on June 6, 2021 as a wholly owned subsidiary in Copenhagen, Denmark. Trust Stamp Denmark ApS focuses on developing and marketing GDPR compliant products in the European Union from a strategic Danish base that can passport authorized products throughout the European Union.

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.

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. Cheltenham AI LTD.

Based upon information provided to us by Mastercard we anticipate user-based revenue starting in 2024 and growing year-on-year thereafter. In 2022, the Company expanded its key customer base to include a relationship with FIS, a relationship-focused upon the implementation of our Orchestration Layer and underlying technologies in FIS’ Global KYC product offering.

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

Alternatives to Detention (“ATD”) • The ATD market includes Federal, State, and Municipal agencies for both criminal justice and immigration purposes. Trust Stamp addresses the ATD market with applications built on Trust Stamp’s privacy-preserving solutions allowing individuals to comply with ATD requirements using ethical and humane technology methodologies.

Trust Stamp 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.

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 documents.

This IT 2 is unique to the user, is different every time it is generated from a live subject, and cannot be reverse-engineered and rebuilt into the user’s face or other original identity data. 6 Table of Contents 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 documents.

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”).

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”).

Trust Stamp established TSI GovTech Corporation to contract for data management and server operations in Canada. This entity has had no operations since its inception. 17 Table of Contents Global Server Management Inc. The Company established Global Server Management Inc. to contract for data management and server operations in Canada. This entity has had no operations since its inception.

As of the date of this report, this entity has no operations and is essentially dormant. TSI GovTech Corporation. Trust Stamp established TSI GovTech Corporation to contract for data management and server operations in Canada. As of the date of this report, this entity has no operations and is essentially dormant. Global Server Management Inc.

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.

The security rules require covered entities and business associates to safeguard the confidentiality, integrity, and availability of electronically transmitted or stored PHI by implementing administrative, physical, and technical safeguards. Under HITECH’s Breach Notification Rule, a covered entity must notify individuals, the Secretary of the HHS, and in some circumstances, the media of breaches of unsecured PHI.

In addition, we may be subject to state health information privacy and data breach notification laws, which may govern the collection, use, disclosure, and protection of health-related and other personal information.

Under HITECH’s Breach Notification Rule, a covered entity must notify individuals, the Secretary of the HHS, and in some circumstances, the media of breaches of unsecured PHI. 10 Table of Contents In addition, we may be subject to state health information privacy and data breach notification laws, which may govern the collection, use, disclosure, and protection of health-related and other personal information.

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.

The UK also has additional rules for law enforcement and national security-related data processing. Intellectual Property Patents A summary of the Company’s issued patents and pending patent applications on March 31, 2025 is provided in the table below. Matter No. Application/ Patent No.

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.

Trust Stamp Malta Limited established Trust Stamp Rwanda Limited and in April 2021 opened an office in Kigali, Rwanda. It operates as an R&D campus together with a back-office facility for the purpose of the Company's expansion into Africa. Trust Stamp Denmark ApS .

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.

The Company established Chelthenham AI LTD on July 29, 2019 as a UK private limited company to provide AI services in the UK. As of the date of this report, this entity has no operations and is essentially dormant. Finnovation LLC. The Company established Finnovation LLC to provide an innovative FinTech, Blockchain and Digital Identity innovation incubator.

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.

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.

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.

As of December 31, 2024 and 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 completed the process of administratively dissolving TSIH with the dissolution was effective February 13, 2025. Trusted Mail Inc.

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.

A patent for “Interoperable Biometric Representations” that potentially breaks vendor lock-in by allowing users of biometric technologies to compare like-modality templates from different sources. • Strengthening our international 3rd party cybersecurity and data handling certifications by adding SOC2 certification to our NCSC Cyberessentials Plus certification and obtaining a renewed D-Seal certification (the world’s first certification that includes not just data security but also the ethical and responsible use of data). • Opening an office in Tokyo (with funding from the City of Tokyo and the Japanese government) to pursue opportunities in the APAC region. • Retaining an investment bank to explore strategic partnership and M&A opportunities across multiple sectors. 4 Table of Contents 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 • According to the “2021 Year End Report: Data Breach QuickView” published by Flashpoint, 4,145 publicly disclosed breaches exposed over 22 billion records in 2022. • 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.

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.

In furtherance of that goal, Trust Stamp Denmark ApS has obtained D-Seal Certification. Quantum Foundation. Trust Stamp Malta Limited established Quantum Foundation on October 13, 2022 as a wholly-owned subsidiary in the Republic of Malta.

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.

While individuals in this market lack traditional means of identity verification, Trust Stamp provides a means to authenticate identity that preserves an individual’s privacy and control over that identity. Alternatives to Detention (“ATD”) • The ATD market includes Federal, State, and Municipal agencies for both criminal justice and immigration purposes.

Metapresence Limited is intended to market the group’s Metaverse related products for use cases outside the European Union. As of the date of this report, the entity has no operations. Trust Stamp Denmark ApS . Trust Stamp established Trust Stamp Denmark ApS on June 6, 2021 as a wholly owned subsidiary in Copenhagen, Denmark.

The Company established Global Server Management Inc. to contract for data management and server operations in Canada. As of the date of this report, this entity has no operations and is essentially dormant. Trust Stamp Nigeria Limited. Trust Stamp Malta Limited established Trust Stamp Nigeria Limited on January 31, 2024 as a wholly-owned subsidiary in Lagos, Nigeria.

On May 10, 2023, the Company received the Termination Resolution from the Polish Department of the National Court Register, which represents the completion of dissolving Sunflower Artificial Intelligence Technologies. Trusted Mail Inc. The Company established Trusted Mail Inc. for development of an encrypted e-mail product (Trusted Mail ®) using our Company’s facial recognition technology.

The Company established Trusted Mail Inc. for development of an encrypted e-mail product (Trusted Mail ®) using the Company’s facial recognition technology. Trusted Mail technology is held by Trusted Mail, Inc., which is a majority-owned subsidiary of Trust Stamp Inc..

In addition to its key sub-markets, the Company is developing products and working with partners and industry organizations in other sectors that offer significant market opportunities, in particular, the travel, healthcare, Metaverse platform and cryptographic key and account credential safekeeping sectors.

Other Markets The Company is developing products and working with partners and industry organizations in other sectors that offer significant market opportunities for our existing and pipeline IP and has entered into go-to-market or licensing agreements, including global data location services, healthcare, IoT, access control, smart home systems, and computer vision for UAV operations.

Removed

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

Added

Trust Stamp primarily develops proprietary artificial intelligence-powered solutions, researching and leveraging machine learning artificial intelligence, including computer vision, cryptography, and data mining, to process and protect data and deliver insightful outputs that identify and defend against fraud, protect sensitive user information, facilitate automated processes, and extend the reach of digital services through global accessibility.

Removed

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.

Added

We utilize the power and agility of technologies such as GPU processing, edge computing, neural networks, and large language models to process and protect data faster and more effectively than historically possible to deliver results at a disruptively low cost for usage across multiple industries. Our team has substantial expertise in the creation and development of AI-enabled software products.

Removed

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.

Added

We license our technology and expertise in numerous fields, with an increasing emphasis on addressing diverse markets through established partners who will integrate our technology into field-specific applications.

Removed

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.

Added

Over the last twelve months, while maintaining our strong emphasis on identity authentication for financial services, the Company has undertaken a multi-pronged process to position itself better to leverage the growing opportunities offered by the expanded capabilities, use, and acceptance of AI technologies.

Removed

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.

Added

This process has included: • Reducing the size of the non-production-focused executive and consulting teams to reduce overhead. • Releasing sales staff that did not meet their targets. • Negotiating a services contract to offset the cost of the technical team members while maintaining significant R&D and product development capabilities. • Refocusing go-to-market strategies on joint ventures with proven industry partners with access to target markets. • Expanding our IP portfolio to strengthen our existing position related to presentation attack detection and tokenization and include implementations such as: i.

Removed

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.

Added

Embedded ownership verification for cryptographic assets, a technology that we believe to have significant potential with the expansion in the ownership of crypto-assets including potential deregulation (or loosening or clarification of regulation) in the United States together with the global growth of stable coins including Central Government Digital Currencies. ii.

Removed

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.

Added

A simple user interaction utility called “Shape Overlay” that augments biometric verification and combats deepfakes and injection attacks by having the user interact in real-time with their captured image. iii.

Removed

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.

Added

Stable Key (or “Stable IT 2 ”) which is an innovative technology that generates a “key” directly from the biometric of the user which key has a mathematical correlation to all of the user's passwords, PINS, and other “secrets” for every account and use case meaning that those secrets never need to be stored in their entirety. iv.

Removed

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.

Added

To accelerate our work in this market, the Company has joined the Mastercard Lighthouse MASSIV program designed to empower sustainability and social impact through strategic partnerships aiming to assist participants to scale on a global level. Trust Stamp’s biometric authentication, liveness detection, and information tokenization enable individuals to verify and establish their identities using data derived from biometrics.

Removed

Biometric Authentication • By 2027, the value of biometrically authenticated remote mobile payments will reach $1.2 trillion globally, according to a 2022 report titled “Mobile Payment Biometrics” published by Juniper Research. • The global biometric system market size is valued at $41.1 billion per annum in 2023, with a forecast compound growth of 20.4% from 2023 to 2030 with a 2030 revenue forecast of $150.6 billion according to the 2023 report titled “Biometric Technology Market Size, Share & Trends Analysis Report By Component, By Offering, By Authentication Type, By Application, By End-use, By Region, And Segment Forecasts, 2023 — 2030” published by Grand View Research.

Added

In December 2024 we announced a go-to-market agreement with a leading provider of software solutions to the U.S. Federal Government and we are currently pursuing a revised go-to-market strategy based on the priorities of the administration.

Removed

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.

Added

We anticipate licensing our technology in numerous fields, typically through established partners who will integrate our technology into field-specific applications. Africa The African Continental Free Trade Area (AfCFTA) is a landmark agreement that binds 54 African nations and an estimated 1.47 billion people into the world’s largest free trade area.

Removed

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

Added

AfCFTA has significant economic potential for Africa, as it aims to create a single market for goods and services across 55 countries, representing over 1.3 billion people with a combined GDP of approximately $3.4 trillion.

Removed

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.

Added

By reducing trade barriers, the agreement could contribute an 5 Table of Contents additional $450 billion to Africa’s GDP by 2035, lifting 30 million people out of extreme poverty and increasing the incomes of 68 million people, according to the World Bank.

Removed

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, 5 Table of Contents facilitating selective data sharing.

Added

Over the next decade, Africa’s share of the world population is projected to reach 21%, up from 13% in 2000. More than 50% of young people entering the workforce will be in sub-Saharan Africa.

Removed

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.

Added

By 2050, the region’s working-age population will still be rising while it is falling virtually everywhere else, and Africa will be home to an estimated 2.5 billion people, or 25% of all humanity. Globally, 850 million people did not have identity documents in 2023, with 542 million in Africa.

Removed

This IT 2 is unique to the user, is different every time it is generated from a live subject, and cannot be reverse-engineered and rebuilt into the user’s face or other original identity data.

Added

Of that 542 million, 95 million are children who have never had their birth recorded, and 120 million are children without a birth certificate. The single initiative of implementing universal tokenized identity in African countries has the potential to significantly boost the implementing countries' economies.

Removed

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.

Added

According to the United Nations Economic Commission for Africa (UNECA), countries adopting digital ID programs could unlock economic value equivalent to 3% and 13% of their GDP by 2030. A transition to digital records for births, marriages, deaths, and electronic identity documents represents a transformative opportunity for developing nations and builds a foundation for economic growth.

Removed

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.

Added

Establishing a robust digital infrastructure for vital records enhances administrative efficiency, fosters inclusive development, strengthens governance, and unlocks economic potential. Yet, developing African countries are often unable or unwilling to fund the initial capital expenditure required to make the transition.

Removed

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.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

28 edited+7 added−5 removed85 unchanged

2023 filing

2024 filing

Biggest changeWe 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.

Biggest changeWhen 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.

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.

Our failure to attract and retain highly qualified personnel in the future could harm our business. As the Company grows, it will be required to hire and attract additional qualified professionals, additional staff for research and development, regulatory professionals, sales and marketing professionals, accounting, legal, and finance experts.

Our failure to attract and retain highly qualified personnel in the future could harm our business. As the Company grows, it will be required to attract and retain additional qualified professionals, staff for research and development, regulatory professionals, sales and marketing professionals, accounting professionals, legal professionals, and finance experts.

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.

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. 19 Table of Contents • 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, 2024.

In the ordinary course of our business, we may collect and store sensitive data, including protected health information (“PHI”), personally identifiable information (“PII”), owned or controlled by ourselves or our customers, and other parties. We communicate sensitive data, including patient data, electronically, and through relationships with multiple third-party vendors and their subcontractors.

In the ordinary course of our business, we may collect and store sensitive data, including protected health information (“PHI”) and personally identifiable information (“PII”), that is owned or controlled by ourselves or our customers, and other parties. We communicate sensitive data, including patient data, electronically, and through relationships with multiple third-party vendors and their subcontractors.

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.

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; • 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.

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. As a result, the Company has not maintained effective internal controls over financial reporting as required for a public company.

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, 2024. As a result, the Company has not maintained effective internal controls over financial reporting as required for a public company.

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.

We may not be able to compete 22 Table of Contents 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.

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.

We anticipate sustaining operating losses for the foreseeable future. It is anticipated that we will sustain operating losses into 2025 as we continue with research and development, and strive to gain new customers for our technology and market share in our industry.

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”.

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) 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”.

The Company may not be able to locate or attract qualified individuals for such positions, which will affect the Company’s ability to grow and expand its business. We rely on third party service providers . Our third-party partners provide a variety of essential business functions, including hosting, contract labor, and others.

The Company may not be able to attract and retain qualified individuals for such positions, which will affect the Company’s ability to grow and expand its business. We rely on third party service providers . Our third-party partners provide a variety of essential business functions, including hosting, contract labor, and others.

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.

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.

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.

The translation from any currencies to United States Dollars for financial statement presentation resulted in Accumulated other comprehensive income of $181 thousand as of December 31, 2024, and $140 thousand as of December 31, 2023. Foreign currency translation losses, coupled with varying inflation rates across the countries we operate in, could have a material adverse effect on our business.

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.

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 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.

Any of the foregoing could cause investors to lose confidence in the 25 Table of Contents 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.

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.

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 24 Table of Contents defined in the Jumpstart Our Business Startups Act (the "JOBS Act").

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.

The translation from any currencies to United States Dollars for financial statement presentation resulted in a foreign currency loss of $5 thousand for the year ended December 31, 2024, and $0 loss for the year ended December 31, 2023.

We rely on our customers to obtain valid and appropriate consents from data subjects whose biometric samples and data we process on such customers’ behalf.

We rely on our customers to obtain valid and appropriate consents from data subjects whose biometric samples and data we process on 21 Table of Contents such customers’ behalf.

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.

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.

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.

Our consolidated financial statements for the fiscal year ended December 31, 2024 have been prepared on a going concern basis. We have not yet generated profits and have an accumulated deficit of $61.46 million as of December 31, 2024. We may not have enough funds to sustain the business until it becomes profitable.

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.

While we constantly monitor and adapt our products and technology as criminal methods of breaching cybersecurity advance, there is no guarantee we will consistently be able to develop technology that can effectively counteract such criminal efforts. If we are unable to successfully develop and commercialize our technology and products, it will significantly affect our viability as a company.

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.

We have historically operated at a loss, which has resulted in an accumulated deficit. For the fiscal year ended December 31, 2024, we incurred a net loss of $12.54 million, compared to a net loss of $7.64 million for the fiscal year ended December 31, 2023. There can be no assurance that we will ever achieve profitability.

If our security measures are breached or unauthorized access to individually identifiable biometric or other personally identifiable information is otherwise obtained, our reputation may be harmed, and we may incur significant liabilities.

If we are unable to successfully develop and commercialize our technology and products, it will significantly affect our viability as a company. 20 Table of Contents If our security measures are breached or unauthorized access to individually identifiable biometric or other personally identifiable information is otherwise obtained, our reputation may be harmed, and we may incur significant liabilities.

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.

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

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.

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.

Removed

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.

Added

However, the unanticipated loss of the Company’s current customers could have an adverse effect on the company’s financial position. 23 Table of Contents We face risks related to distributing our products and services through channel partnerships, such as our partnership with FIS.

Removed

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

Added

The resulting material weakness relates to proper design and implementation of controls over management’s review of the Company’s accounting for and recording of complex equity transactions.

Removed

The resulting material weaknesses relate to insufficient management review and approval of each journal entry prior to its posting for preparation of the financial statements and disclosures. Additionally, it was concluded that we had inadequate controls over the management information systems related to program changes, segregation of duties, and access controls.

Added

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.

Removed

As a result, it would be possible that the Company’s business process controls that depend on the accuracy and completeness of data or financial reports generated by these information technology systems could be adversely affected due to the lack of operating effectiveness of information technology controls.

Added

In response to these identified material weaknesses, in the fourth quarter of 2024 and first quarter of 2025, the Company has established additional operational processes to prevent the incorrect recording of stock-based awards.

Removed

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.

Added

Such additional operational processes that have been established relating to recording of complex equity transactions include, but are not limited to: • Enhanced review with multiple layers for all equity transactions to ensure that the calculations are correct and match the terms in corresponding agreement. • Augmented our existing resources with additional consultants to assist in the analysis and recording of complex accounting transactions. • Implemented multiple tiers of checks and reviews between data entry in our internal records and the use of such data to calculate complex equity transaction entries for our financial statements.

Added

The Company’s management recently implemented internal control processes adopted in response to the identified material weaknesses specifically related to complex equity transactions and believe the procedures will address the identified material weakness.

Added

However, the implemented and enhanced controls have not operated for a sufficient period of time to demonstrate that the material weakness was remediated as of the date of this report. Item 1B. Unresolved Staff Comments None.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

8 edited+2 added−2 removed3 unchanged

2023 filing

2024 filing

Biggest changeThe Board is regularly updated on cybersecurity risks and incidents through established reporting mechanisms, ensuring they are well-informed to make strategic decisions regarding the Company's cybersecurity posture. Management's Governance Management's roles and responsibilities in cybersecurity oversight are clearly defined, with specific committees or positions designated for managing cybersecurity risks.

Biggest changeDocumentation of the Board's involvement in cybersecurity oversight is maintained, highlighting the frequency and topics of discussions related to cybersecurity risks and incident response. The Board is regularly updated on cybersecurity risks and incidents through established reporting mechanisms, ensuring they are well-informed to make strategic decisions regarding the Company's cybersecurity posture.

Regular cybersecurity risk assessments are conducted to identify potential threats and vulnerabilities, with detailed mitigation strategies developed and implemented accordingly. Trust Stamp has adopted an Information Security Incident Response Plan that establishes policy and protocol to follow in response to an information security incident or event impacting Trust Stamp. This policy applies to all Trust Stamp employees holding management responsibilities.

Item 1C. Cybersecurity Risk Management and Strategy 24 Table of Contents We review cybersecurity risk as part of our overall enterprise risk management program. This ensures that cybersecurity risk management remains a top priority in our business strategy and operations.

Item 1C. Cybersecurity Risk Management and Strategy We review cybersecurity risk as part of our overall enterprise risk management program with a goal of ensuring that cybersecurity risk management remains a top priority in our business strategy and operations.

The Company engages third-party cybersecurity assessments to ensure an objective evaluation of its cybersecurity stance, including the effectiveness of its risk management strategies. Oversight of cybersecurity risks posed by third-party service providers is systematically managed, ensuring that all external risks are identified and mitigated. The Company did not have any material cybersecurity breaches during the year ended December 31, 2023.

It is to be expected that potential security incidents will be raised through this channel. The Company engages third-party cybersecurity assessments to ensure an objective evaluation of its cybersecurity stance, including the effectiveness of its risk management strategies. Oversight of cybersecurity risks posed by third-party service providers is systematically managed, ensuring that all external risks are identified and mitigated.

Incidents are reported by users via various methods including verbally, email, or other methods. The Development Operations team via the Chief Technology Officer or Executive Vice President is the main point of contact for technical support issues. It is to be expected that potential security incidents will be raised through this channel.

This policy applies to all Trust Stamp 26 Table of Contents employees holding management responsibilities. Incidents are reported by users via various methods including verbally, email, or other methods. The Development Operations team via the Chief Technology Officer or Executive Vice President is the main point of contact for technical support issues.

Documented incidents are meticulously recorded, detailing their nature, scope, and financial implications, ensuring transparency and accountability. The timeliness of Form 8-K filings following material cybersecurity incidents is strictly adhered to, with a thorough process in place for documenting any reasons for delayed disclosures.

The timeliness of Form 8-K filings following material cybersecurity incidents is strictly adhered to, with a thorough process in place for documenting any reasons for delayed disclosures. This ensures compliance with SEC requirements and maintains stakeholder confidence in the Company's cybersecurity posture.

The day-to-day management of cybersecurity is the responsibility of the Chief Technology Officer who oversees our technology team. These include procedures for incident response and regular reporting of cybersecurity information to the Board of Directors (the "Board"), ensuring effective communication and oversight.

These include procedures for incident response and regular reporting of cybersecurity information to the Board of Directors (the "Board"), ensuring effective communication and oversight. Cybersecurity risk management is seamlessly integrated into the Company's overall business strategy and decision-making processes, demonstrating a proactive approach to managing cybersecurity risks.

Cybersecurity risk management is seamlessly integrated into the Company's overall business strategy and decision-making processes, demonstrating a proactive approach to managing cybersecurity risks. The Company has established clear criteria for determining the materiality of cybersecurity incidents, which include assessing potential or actual financial impacts, reputational damage, and operational disruptions.

The Company has established clear criteria for determining the materiality of cybersecurity incidents, which include assessing potential or actual financial impacts, reputational damage, and operational disruptions. Documented incidents are meticulously recorded, detailing their nature, scope, and financial implications, ensuring transparency and accountability.

Removed

Board of Director Governance The Board of Directors (the "Board") includes members with substantial cybersecurity expertise, ensuring informed oversight of cybersecurity risks. Documentation of the Board's involvement in cybersecurity oversight is maintained, highlighting the frequency and topics of discussions related to cybersecurity risks and incident response.

Added

The Company did not have any material cybersecurity breaches during the year ended December 31, 2024. Board of Director's Governance The Board of Directors (the "Board") includes members with substantial cybersecurity expertise, ensuring informed oversight of cybersecurity risks.

Removed

This ensures compliance with SEC requirements and maintains stakeholder confidence in the Company's cybersecurity posture. 25 Table of Contents

Added

Management's Governance Management's roles and responsibilities in cybersecurity oversight are clearly defined, with specific committees or positions designated for managing cybersecurity risks. The day-to-day management of cybersecurity is the responsibility of the Chief Technology Officer who oversees our technology team.

Item 2. Properties

Properties — owned and leased real estate

2 edited+0 added−0 removed1 unchanged

2023 filing

2024 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 12 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 North Carolina, Denmark and Rwanda to support its dispersed workforce. Minimum lease commitments related to these agreements are described in Note 13 to the consolidated financial statements provided under Item 8 of this report.

Item 2. Properties The Company contracts for use of office space at 3017 Bolling Way NE, Floors 1 and 2, Atlanta, Georgia, 30305, United States of America, which serves as its corporate headquarters and primary operational hub. The Company also leases office space (through a subsidiary) in Malta, which primarily serves as a research and development space.

Item 2. Properties The Company contracts for use of office space at 3017 Bolling Way NE, Floor 2, Atlanta, Georgia, 30305, United States of America, which serves as its corporate headquarters and primary operational hub. The Company also leases office space (through a subsidiary) in Malta, which primarily serves as a research and development space.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

12 edited+3 added−6 removed4 unchanged

2023 filing

2024 filing

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.

Biggest changeRecent Sales of Unregistered Securities: Offering Type Intermediary Date Commenced Number of shares issued * Class of Securities Proceeds Raised Use of Proceeds Date Closed (if Open, N/A) 2022 Reg A N/A 01/26/2022 190 Shares of Class A Common Stock issuable pursuant to exercise of Warrants $57 thousand Product development, marketing, and working capital N/A 2022 Reg D Maxim Group LLC 09/14/2022 13,000 Class A Common Stock and 390,000 Warrants to purchase Class A Common Stock $1.5 million Working Capital 09/14/2022 2023 Section 4(a)(2) Maxim Group LLC 04/14/2023 104,889 Warrants exercisable for Class A Common Stock $0 (issued for no additional consideration in the Private Placement) (1) Working Capital 04/14/2023 2023 Section 4(a)(2) Maxim Group LLC 06/05/2023 85,314 Warrants exercisable for Class A Common Stock $0 (issued for no additional consideration in the Private Placement) (2) Working Capital 06/05/2023 2023 Section 4(a)(2) Maxim Group LLC 12/21/2023 240,000 Warrants to Purchase Class A Common Stock $0 (issued for no additional consideration in the Private Placement) (3) Working Capital 12/21/2023 2024 Section 4(a)(2) Maxim Group LLC 04/03/2024 373,334 33,333 shares of Class A Common Stock; and Warrants exercisable for 340,001 shares of Class A Common Stock (240,000 of which were subsequently cancelled and are no longer outstanding) $1.94 million N/A 04/03/2024 2024 Section 4(a)(2) N/A 07/13/2024 306,514 Class A Common Stock $2.00 million (in the form of three promissory notes) N/A 07/13/2024 2024 Section 4(a)(2) Maxim Group LLC 09/03/2024 190,987 Warrants exercisable for Class A Common Stock $0 (issued as inducement for the registered portion of the transaction) (4) N/A 09/03/2024 2024 Section 4(a)(2) N/A 09/10/2024 250,930 Warrants exercisable for Class A Common Stock $0 (non-cash consideration) N/A 09/10/2024 2024 Section 4(a)(2) N/A 10/28/2024 90,910 Shares of Class A Common Stock $300 thousand N/A 10/28/2024 29 Table of Contents 2024 Section 4(a)(2) Maxim Group LLC 12/06/2024 648,148 Warrants exercisable for Class A Common Stock $0 (issued for no additional consideration in the Private Placement) (5) N/A 12/06/2024 2025 Section 4(a)(2) Maxim Group LLC 01/08/2025 621,303 Warrants exercisable for Class A Common Stock $0 (issued for no additional consideration in the Private Placement) (6) N/A 01/08/2025 *The share numbers in the table above reflect the shares issued after giving effect to both Reverse Splits, described in Note 1 to the consolidated financial statements provided under Item 8 of this report.

Our Board of Directors reserves the right to pay our executives or any future executives a salary, and/or issue them shares of Class A Common Stock issued in consideration for services rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive officer’s performance.

The Board reserves the right to pay our executives or any future executives a salary, and/or issue them shares of Class A Common Stock issued in consideration for services rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive officer’s performance.

The declaration and payment of dividends on the Class A Common Stock is at the discretion of our Board of Directors and will depend on, among other things, our operating results, financial condition, capital requirements, contractual restrictions, or such other factors as our Board of Directors may deem relevant.

The declaration and payment of dividends on the Class A Common Stock is at the discretion of the Board and will depend on, among other things, our operating results, financial condition, capital requirements, contractual restrictions, or such other factors as the Board may deem relevant.

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”.

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Common Stock As of December 31, 2024 and 2023, our Class A Common Stock is traded on the Nasdaq Capital Market ("Nasdaq") under the symbol “IDAI”.

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.

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 21,368 shares of Class A Common Stock that the Board of Directors of TSIH could use for employee stock awards in the future.

The 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.

The number of shares of our Class A Common Stock that are freely tradable as of March 28, 2025 was 1,819,690. 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, 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.

Holders As of March 28, 2025, there were approximately 2,746 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 $1.98 per share on March 28, 2025.

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.

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 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, as revenue is a direct result of the actions and ability of such executives. 28 Table of Contents Long-Term, Stock Based Compensation In order to attract, retain and motivate executive talent necessary to support the Company's 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 the Board.

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

The Company has completed the process of administratively dissolving TSIH with the dissolution was effective February 13, 2025. Executive Compensation Philosophy The Board of Directors determines the compensation given to our executive officers in their sole discretion.

The purpose of the entity was to provide an analogous structure to a traditional stock incentive plan. As of December 31, 2024 and 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 common stock purchase warrants were repriced on December 21, 2023 to $1.34 per share of Class A Common Stock.

(1) On December 21, 2023, the 104,889 common stock purchase warrants to purchase shares of Class A Common Stock of the Company at a price of $20.10 per warrant were exercised for total proceeds of $2,108,262.

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

(2) On December 21, 2023, the 85,314 common stock purchase warrants to purchase shares of Class A Common Stock of the Company at a price of $20.10 per warrant were exercised for total proceeds of $1,714,798.

Removed

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”.

Added

Removed

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.

Added

(3) On September 3, 2024, the 240,000 common stock purchase warrants to purchase shares of Class A Common Stock of the Company at a price of $4.8345 per warrant were exercised for total proceeds of $1,160,280. (4) The warrants to purchase the 190,987 shares of the Company’s Class A Common Stock remain outstanding as of the date of this report.

Removed

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.

Added

(5) The warrants to purchase the 370,370 and 277,778 shares of Class A Common Stock remain outstanding as of the date of this report. (6) The warrants to purchase the 414,202 and 207,101 shares of Class A Common Stock remain outstanding as of the date of this report.

Removed

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.

Removed

(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.

Removed

(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.

Item 7. Management's Discussion & Analysis

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

49 edited+127 added−89 removed17 unchanged

2023 filing

2024 filing

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.

Biggest changeOther expense Other expense is mainly driven by miscellaneous expenses unrelated to the main focus of the Company’s business. 40 Table of Contents Results of Operations The following table summarizes our consolidated statements of operations for the Years Ended December 31, 2024 and 2023 For the years ended December 31, 2024 2023 Net revenue $ 3,082,348 $ 4,560,275 Operating Expenses: Cost of services (exclusive of depreciation and amortization shown separately below) 1,067,450 914,176 Research and development 2,139,727 2,350,677 Selling, general, and administrative 8,513,188 8,395,638 Depreciation and amortization 729,400 789,586 Total Operating Expenses 12,449,765 12,450,077 Operating Loss (9,367,417) (7,889,802) Non-Operating Income (Expense): Interest expense, net (509,784) (73,273) Change in fair value of warrant liability 1,497 5,033 Other income 805,876 309,896 Other expense (1,527,520) (2,981) Total Other Income (Expense), Net (1,229,931) 238,675 Net Loss before Taxes (10,597,348) (7,651,127) Income tax (expense) benefit (7,806) 13,485 Deemed dividend (1,939,439) — Net loss before non-controlling interest (12,544,593) (7,637,642) Net loss attributable to non-controlling interest — — Net loss attributable to T Stamp Inc. $ (12,544,593) $ (7,637,642) Basic and diluted net loss per share attributable to T Stamp Inc. $ (11.36) $ (16.07) Weighted-average shares used to compute basic and diluted net loss per share 1,104,225 475,171 Comparison of the Years Ended December 31, 2024 and 2023 Net revenue For the years ended December 31, 2024 2023 $ Change % Change Net revenue $ 3,082,348 $ 4,560,275 $ (1,477,927) (32.41) % During the year ended December 31, 2024, Net revenue decreased to $3.08 million from Net revenue of $4.56 million for the year ended December 31, 2023, with $1,497,195 coming in the fourth quarter of 2024.

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.

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 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.

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.

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

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.

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 expense, net Interest expense, net consists primarily of interest expense accrued on a promissory note payable.

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.

If the carrying amount of an asset exceeds these estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the assets exceeds the fair value of the asset or asset group.

If the carrying amount of an asset exceeds these estimated future cash flows, an impairment charge is recognized by the amount by which 42 Table of Contents the carrying amount of the assets exceeds the fair value of the asset or asset group.

Orchestration Layer's flagship enterprise customer is already in full production and generating monthly recurring revenue with gross margins in excess of 83.12%. Finally, the Company's S&P 500 bank customer began its transition to an augmented version of the SaaS platform during the year ended December 31, 2023.

Orchestration Layer's flagship enterprise customer is already in full production and generating monthly recurring revenue with gross margins in excess of 80.54%. Finally, the Company's S&P 500 bank customer began its transition to an augmented version of the SaaS platform during the year ended December 31, 2024.

Since its launch in the third quarter of 2022, there have been 43 enterprise customers on the Orchestration Layer platform, including 40 financial institutions, as of December 31, 2023. Additionally, revenue from the Orchestration Layer's flagship enterprise customer grew 197% between the comparative periods as a result of transitioning and launching the customer on the Orchestration Layer platform.

Since its launch in the third quarter of 2022, there have been 79 enterprise customers on the Orchestration Layer platform, including 66 financial institutions, as of December 31, 2024. Additionally, revenue from the Orchestration Layer's flagship enterprise customer grew 176% between the comparative periods as a result of transitioning and launching the customer on the Orchestration Layer platform.

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.

Investing Activities Net cash used in investing activities during the year ended December 31, 2024 was $907 thousand, compared to net cash of $402 thousand used in the year ended December 31, 2023.

Financing Activities During the year ended December 31, 2023, Net cash flows from financing activities was $10.21 million, compared to Net cash flows from financing activities of $5.10 million for the year ended December 31, 2022.

Financing Activities During the year ended December 31, 2024, Net cash flows from financing activities was $9.49 million, compared to Net cash flows from financing activities of $10.21 million for the year ended December 31, 2023.

GAAP. Adjusted EBITDA is not based on any standardized methodology prescribed by U.S. GAAP and is not necessarily comparable to similar measures presented by other companies. A reconciliation of this non-GAAP measure is included below. Adjusted EBITDA is a non-GAAP financial measure that represents U.S.

Adjusted EBITDA This discussion includes information about Adjusted EBITDA that is not prepared in accordance with U.S. GAAP. Adjusted EBITDA is not based on any standardized methodology prescribed by U.S. GAAP and is not necessarily comparable to similar measures presented by other companies. A reconciliation of this non-GAAP measure is included below.

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.

The Company is a business that has not yet generated profits, with a Net loss in the year ended December 31, 2024 of $12.54 million, Net operating cash outflows of $8.92 million for the same period, and an Accumulated deficit of $61.46 million as of December 31, 2024.

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.

Cash used in investing activities during the year ended December 31, 2024 related primarily to new and continued investments in technologies that we intend to capitalize and monetize over time totaling $792 thousand for capitalized software, patents, and trademarks.

Of the $7.64 million net loss for the year ended December 31, 2023, there were various cash and non-cash adjustments that were added back to the Net loss to arrive at $7.85 million cash used for operating activities for the year ended December 31, 2023.

Of the $10.61 million net loss for the year ended December 31, 2024, there were various cash and non-cash adjustments that were added back or deducted to the Net loss to arrive at $8.92 million cash used for operating activities for the year ended December 31, 2024.

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.

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.

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 Company continued to prioritize intellectual property, which produced eight (8) new pending patent applications and six (6) issued patents with the United States Patent and Trademark Office during the year ended December 31, 2024.

The decrease in R&D expense during the year ended December 31, 2023 was primarily driven by a decrease in outsourced software development during the year ended December 31, 2023 as the Company continued to transition this work internally.

The decrease in R&D expense during the year ended December 31, 2024 was primarily driven by a decrease in outsourced software development during the year ended December 31, 2024 as the Company continued to transition this work internally, as well as, a decrease in salaries related to R&D from the Malta office, together resulting in a decrease of $140 thousand collectively.

Additionally, the Company recognized an impairment loss on Capitalized internal-use software of $19 thousand during the year ended December 31, 2023 that offset the increase in R&D. There was no impairment loss on Capitalized internal-use software for the year ended December 31, 2022. Capitalized internal-use software are considered long-lived assets under applicable accounting guidance.

There was $19 thousand impairment loss on Capitalized internal-use software for the year ended December 31, 2023. Capitalized internal-use software are considered long-lived assets under applicable accounting guidance.

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.

The Orchestration Layer platform 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.

Change in fair value of warrant liability For the years ended December 31, 2023 2022 $ Change % Change Change in fair value of warrant liability $ 5,033 $ 113,125 $ (108,092) (95.55) % The Company recognized a gain in Change in fair value of warrant liability during the year ended December 31, 2023 of $5 thousand compared to a gain of $113 thousand during the year ended December 31, 2022.

Change in fair value of warrant liability For the years ended December 31, 2024 2023 $ Change % Change Change in fair value of warrant liability $ 1,497 $ 5,033 $ (3,536) (70.26) % The Company recognized a gain in Change in fair value of warrant liability during the year ended December 31, 2024 of $1 thousand compared to a gain of $5 thousand during the year ended December 31, 2023.

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.

Reconciliation of Net Loss to Adjusted EBITDA For the year ended December 31, 2024 2023 Net loss before taxes $ (10,597,348) $ (7,651,127) Add: Other expense 1,527,520 2,981 Less: Other income (805,876) (309,896) Less: Gain on sale of mobile hardware — (216,189) Add: Interest expense, net 509,784 73,273 Add: Stock-based compensation 1,315,923 763,288 Add: Change in fair value of warrant liability (1,497) (5,033) Add: Impairment loss of assets 27,590 31,474 Add: Non-cash expenses for in-kind services — 18,547 Add: Depreciation and amortization 729,400 789,586 Adjusted EBITDA loss (non-GAAP) $ (7,294,504) $ (6,503,096) Adjusted EBITDA loss (non-GAAP) for the year ended December 31, 2024, increased by 12.17%, to $7.29 million from $6.50 million for the year ended December 31, 2023.

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.

Research and development For the years ended December 31, 2024 2023 $ Change % Change Research and development $ 2,139,727 $ 2,350,677 $ (210,950) (8.97) % Research and development (“R&D”) expenses decreased by $211 thousand, or 8.97% for the year ended December 31, 2024, compared to the year ended December 31, 2023.

Additionally, the Company recorded $34 thousand in interest expense during the year ended December 31, 2023 for interest accrued on Malta's tax obligations.

Additionally, the Company recorded $12 thousand in interest expense during the year ended December 31, 2024 for interest accrued on payroll tax obligations imposed under the laws of the Republic of Malta.

After the transition is complete, we expect cost of services to increase in absolute dollars as the volume of usage revenue increases, but the margin will continue to improve until they stabilize over time. Research and development Research and development expenses (“R&D”) consist primarily of personnel costs, including salaries and benefits.

After the transition is complete, we expect cost of services to increase in absolute dollars as the volume of usage revenue increases, but the margin will continue to improve until they stabilize over time. This was evident during the year ended December 31, 2024.

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.

Depreciation and amortization For the years ended December 31, 2024 2023 $ Change % Change Depreciation and amortization $ 729,400 $ 789,586 $ (60,186) (7.62) % Depreciation and amortization (“D&A”) decreased by $60 thousand, or 7.62% for the year ended December 31, 2024, compared to the year ended December 31, 2023.

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.

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.

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 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. Furthermore, on November 12, 2024, the Company entered into a business arrangement with Qenta.

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.

Cost of services For the years ended December 31, 2024 2023 $ Change % Change Cost of services $ 1,067,450 $ 914,176 $ 153,274 16.77 % Cost of services (“COS”) increased by $153 thousand or 16.77% for the year ended December 31, 2024, compared to the year ended December 31, 2023.

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.

Andrew Scott Francis will be a member of the “Class III” directors of the Company. 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.

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 income For the years ended December 31, 2024 2023 $ Change % Change Other income $ 805,876 $ 309,896 $ 495,980 160.05 % Other income increased by $0.50 million for the year ended December 31, 2024, compared to the year ended December 31, 2023.

We plan to continue to invest in personnel to support our research and development efforts. As a result, we expect that research and development expenses will increase in absolute dollars for the foreseeable future as we continue to invest to support these activities.

During the year ended December 31, 2023 we planned to continue to invest in personnel to support our research and development efforts. As a result, research and development expenses increased in absolute dollars.

The decrease from the ICE contract termination is offset by the increase in the Net revenue from the IGS Contract which resulted in $2.51 million in Net revenue for the provision of software during the year ended December 31, 2023, and the release from future contractual obligations for maintenance and upgrades as a result of the termination of the IGS Contract discussed in Liquidity and Capital Resources subsection below.

The increase in Operating loss was mostly related to the termination of the September 43 Table of Contents 15, 2022 Master Services Agreement with IGS ("IGS Contract") which resulted in $2.51 million decrease in Net revenue when comparing the year ended December 31, 2024 with the year ended December 31, 2023 and the release from future contractual obligations for maintenance and upgrades as a result of the termination of the IGS Contract.

The Company raised $4.78 million and $2.69 million in net proceeds, during the year ended December 31, 2023, from two separate securities purchase agreements ("SPA") with an institutional investor for the issuance of Class A Common Stock, pre-funded warrants, and common stock warrants.

The Company raised $8.57 million in net proceeds from multiple security purchase agreements with institutional investors for the issuance of Class A Common Stock, pre-funded warrants, and common stock warrants. The Company took out $3.85 million in loans payable and repaid $1.22 million in principal and interest during the year ended December 31, 2024.

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.

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. Our significant accounting policies are disclosed in Note 1 to our 46 Table of Contents consolidated financial statements in this Annual Report on Form 10-K.

Other notable reductions in SG&A for the year ended December 31, 2023 included a $2.20 million net reduction between corporate travel, management consulting and training, office rent, and costs related to carrying mobile hardware assets as direct result of the Company's recent non-personnel cost cutting initiative.

The increases in SG&A were substantially offset by notable reductions for the year ended December 31, 2024 including a total reduction of $1.10 million in professional fees, management consulting, training, and office and IT services as a direct result of the Company's recent non-personnel cost cutting initiative.

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.

Operating loss For the years ended December 31, 2024 2023 $ Change % Change Operating loss $ (9,367,417) $ (7,889,802) $ (1,477,615) 18.73 % The Company’s Operating loss increased by $1.48 million or 18.73% for the year ended December 31, 2024, compared to the year ended December 31, 2023.

The increase in interest expense is primarily due to an increase of $39 thousand in the Malta loan interest rate from 2.5% for the year ended December 31, 2022 to 4.5% for the year ended December 31, 2023.

Furthermore, interest expense was also increased by a further $22 thousand as a result of the Malta loan interest rate increasing from 4.5% for the year ended December 31, 2023 to 6.5% for the year ended December 31, 2024.

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.

These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for 12 months since issuance date. 45 Table of Contents Cash Flows The following table summarizes our cash flows for the years ended December 31, 2024 and 2023: For the years ended December 31, 2024 2023 Net cash flows from operating activities $ (8,919,422) $ (7,852,546) Net cash flows from investing activities $ (906,671) $ (401,680) Net cash flows from financing activities $ 9,492,022 $ 10,213,410 Operating Activities Net cash flows used in operating activities increased by 13.59% from $7.85 million during the year ended December 31, 2023, compared to $8.92 million during the year ended December 31, 2024.

During the year ended December 31, 2023, the Company generated $310 thousand total revenue from customers using the Orchestration Layer including implementing the Orchestration Layer platform for 34 new enterprise customers through FIS on the Software-as-a-Service (SaaS) platform. In comparison, during the year ended December 31, 2022, the Company generated $104 thousand total revenue from Orchestration Layer customers.

During the year ended December 31, 2024, the Company generated $1.25 million total revenue from customers using the Orchestration Layer compared to $310 thousand during the year ended December 31, 2023.

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 primary driver for the decrease in D&A relates to the Company selling mobile hardware in April 2023. As a result of the sale, there is no expense for mobile hardware depreciation during the year ended December 31, 2024 and $30 thousand of expense for mobile hardware depreciation during the year ended 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. 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.

Depreciation and amortization expense is not included in cost of services provided. During the year ended December 31, 2023, we expected that cost of services provided will continue to decrease in absolute dollars until the transition to primarily SaaS revenue is complete.

See Note 3 to the financial statements provided under Item 1 of this report for more details. In addition, during the year ended December 31, 2023, there was a $79 thousand tax withholding adjustment for net issuances on employee equity compensation and $30 thousand for payments on financial liabilities.

The increase to financing activities were offset by $1.65 million due the termination of a warrant agreement and there was a $57 thousand in tax withholding payments for net issuances on employee equity compensation issued during the year ended December 31, 2024. Critical Accounting Policies and Estimates Our consolidated financial statements are prepared in accordance with GAAP.

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

In addition, the Company recorded a $360 thousand inducement expense as a result of the Company entering into a securities purchase agreement on September 10, 2024 as an inducement to a previously executed securities purchase agreement dated July 13, 2024. Liquidity and Capital Resources As of December 31, 2024, the Company had approximately $2.78 million cash in its banking accounts.

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.

Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. Furthermore, stock-based compensation decreased to $61 thousand during the year ended December 31, 2024, from $123 thousand during the year ended December 31, 2023.

The reductions were offset by adding back certain cash and noncash adjustments including $790 thousand for non-cash Depreciation and amortization, $763 thousand related to stock-based compensation, $281 thousand from the timing of accruals, and $322 thousand for cash received on Accounts receivable.

The reductions to the Net loss were partly offset by adding back certain cash and noncash adjustments including the loss on termination of a warrant agreement, and certain other transaction documents with a previous institutional investor in the Company amounting to $1.17 million, stock-based compensation expense totaling $1.32 million, $729 thousand for non-cash depreciation and amortization, loss on inducement agreement amounting to $360 thousand, amongst others.

During the year ended December 31, 2023, the $4.56 million in Net revenue consisted of $2.51 million from IGS, $810 thousand from a S&P 500 bank, $772 thousand from Mastercard, and various other customers for the remaining $468 thousand. The majority of the decrease in the comparative periods relates to the September 23, 2021 U.S.

During the year ended December 31, 2024, the $3.08 million in Net revenue consisted of $1.35 million from an S&P bank, $1.00 million license fee from QID under the license and assignment agreement between the Company and QID, $424 thousand from Mastercard, $193 thousand from Triton, $89 thousand from FIS and various other customers for the remaining $22 thousand.

The Company agreed to file a resale registration statement on Form S-3 with respect to the New Warrants and the shares of Class A Common Stock issuable upon exercise of the New Warrants, which the Company filed on February 16, 2024. The registration statement has not yet been declared effective by the SEC.

Pursuant to the terms of the January 2025 SPA, the Company is required within 30 days of January 6, 2025 to file a registration statement on Form S-1 or other appropriate form if the Company is not then S-1 eligible registering the resale of the shares of Class A Common Stock issued and issuable upon the exercise of the January 2025 Private Placement Warrants.

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.

Interest expense, net For the years ended December 31, 2024 2023 $ Change % Change Interest expense, net (509,784) (73,273) $ (436,511) 595.73 % Interest expense, net increased by $437 thousand, or 595.73% for the year ended December 31, 2024, compared to the year ended December 31, 2023.

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Over the last 12 months, while maintaining our strong emphasis on identity authentication for financial services, the Company has undertaken a multi-pronged process to position itself better to leverage the growing opportunities offered by the expanded capabilities, use, and acceptance of AI technologies.

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This process has included: • Reducing the size of the non-production-focused executive and consulting teams to reduce overhead. • Releasing sales staff that did not meet their targets. • Negotiating a services contract to offset the cost of the technical team members while maintaining significant R&D and product development capabilities. • Refocusing go-to-market strategies on joint ventures with proven industry partners with access to target markets • Expanding our IP portfolio to strengthen our existing position related to presentation attack detection and tokenization and include implementations such as: i.

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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”).

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Recent Developments Equity Distribution Agreement with Maxim On February 25, 2025, the Company entered into an Equity Distribution Agreement (the “Agreement”), with Maxim Group LLC (“Maxim”), pursuant to which the Company may offer and sell, from time to time, through Maxim, as sales agent or principal, shares of its common stock, $0.01 par value per share (the “Common Stock”).

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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.

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Subject to the terms and conditions of the Agreement, Maxim will use commercially reasonable efforts consistent with its normal trading and sales practices, applicable state and federal law, rules and regulations and the rules of the Nasdaq Capital Market to sell shares of the Company’s Common Stock from time to time based upon the Company’s instructions, including any minimum price, time or size limits specified by the Company.

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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.

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Under the Agreement, Maxim may sell shares by any method deemed to be an “at the market” offering as defined in Rule 415 under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or any other method permitted by law, including in privately negotiated transactions.

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The remaining 882,000 Existing Warrants from this exercise are held in abeyance until the Company receives notice from the holders that the remaining shares may be issued in compliance with the beneficial ownership limitation.

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Maxim’s obligations to sell shares under the Agreement are subject to satisfaction of certain conditions, including customary closing conditions for transactions of this nature.

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

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The Company will pay Maxim a commission of 3.0% of the aggregate gross proceeds from each sale of shares and has agreed to reimburse Maxim for certain specified expenses of up to $40,000, aggregate, in addition to up to $3,000 quarterly for the Maxim’s counsel’s fees and any incidental expenses to be reimbursed by us.

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The New Warrants have substantially the same terms as the June 2023 Warrants. As of the date of this report, the institutional investor had submitted an Exercise Notice for the remaining 882,000 Existing Warrants that were held in abeyance and the shares of Class A Common Stock were issued to the warrant holders.

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We have agreed to provide indemnification and contribution to Maxim against certain civil liabilities, including liabilities under the Securities Act.

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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.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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2023 filing

2024 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. 42 Table of Contents

Top changes in T Stamp Inc's 2024 10-K

Item 1. Business

Item 1A. Risk Factors

Item 1C. Cybersecurity

Item 2. Properties

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