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What changed in T Stamp Inc's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of T Stamp Inc's 2024 and 2025 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 2025 report.

+304 added−300 removedSource: 10-K (2026-03-31) vs 10-K (2025-03-31)

Top changes in T Stamp Inc's 2025 10-K

304 paragraphs added · 300 removed · 170 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

53 edited+64 added−19 removed53 unchanged
Biggest changeFiling/ Issue Date Title Priority Information Status 32742-166372 18/987,822 12/19/2024 SYSTEMS AND PROCESSES FOR DIGITAL IDENTITY AUTHENTICATION VIA LOSSLESS FUZZY EXTRACTORS 63/611,799 63/562,521 PENDING Awaiting Examination 32742-164397 18/828,671 09/09/2024 MULTI-FACTOR AUTHENTICATION USING TAMPER-RESISTANT BAND AND BIOMETRIC DATA CON of PCT/US2024/04580 1 PENDING 32742-165016 PCT/US2024/045801 09/09/2024 MULTI-FACTOR AUTHENTICATION USING TAMPER-RESISTANT BAND AND BIOMETRIC DATA 63/581,409 PENDING International Search Report issued 32742-164529 18/808,852 08/19/2024 SEMI-SUPERVISED OR UNSUPERVISED SYSTEMS AND METHODS FOR BIOMETRIC PERSON RECOGNITION 63/520,388 PENDING Awaiting Examination 32742-164187 63/670,476 07/12/2024 SYSTEMS, METHODS AND PROTOCOLS FOR ZERO KNOWLEDGE PROOF (ZKP) USER AUTHENTICATION - PENDING 07/12/2025 Non- Provisional Conversion Deadline 32742-163988 63/662,575 06/21/2024 SYSTEMS AND METHODS FOR USING SMARTPHONE MOVEMENTS TO DETECT INJECTION ATTACKS IN REMOTE IDENTITY PROOFING - PENDING 06/21/2025 Non- Provisional Conversion Deadline 32742-163550 63/651,170 05/23/2024 SYSTEMS AND PROCESSES FOR TRANSFORMING AND CALIBRATING PREDICTED AGE VALUES TO AGE CATEGORY PROBABILITIES - PENDING 05/23/2025 Non- Provisional Conversion Deadline 32742-162494 63/652,521 03/07/2024 LOSSLESS FUZZY EXTRACTORS - PENDING 12/19/2024 NPA filed 03/24/2025 Non-Provisional Conversion Deadline (18/987,822 filed) 12 Table of Contents Matter No.
Biggest changeFiling/ Issue Date Title Priority Information Status 306057-401082 63/977,538 N/A 02/06/2026 N/A IRREVERSIBLE BIOMETRIC TOKENIZATION FOR PRIVACY-PRESERVING IDENTIFICATION SYSTEMS AND METHODS - PENDING Non-Provisional Conversion Deadline: 02/06/2027 306057-401038 18/828,671 N/A 09/09/2024 N/A MULTI-FACTOR AUTHENTICATION USING TAMPER-RESISTANT BAND AND BIOMETRIC DATA Continuation of PCT/US2024/045801; 63/581,409 PENDING Issue Fee Payment Due: 06/18/2026 306057-401028 17/849,196 N/A 06/24/2022 N/A SYSTEMS AND METHODS FOR PASSIVE-SUBJECT LIVENESS VERIFICATION IN DIGITAL MEDIA 16/855,606 PENDING Response to Non-Final Office Action due: 04/08/2026 (extendible through 07/08/2026) 306057-401032 18/164,090 N/A 02/03/2023 N/A METAPRESENCE SYSTEMS AND PROCESSES FOR USING SAME 63/327,821 PENDING Response to Non-Final Office Action filed: 01/15/2026 306057-401060 18/831,645 N/A 06/23/2025 N/A SYSTEMS AND METHODS FOR DETECTING INJECTION ATTACKS IN REMOTE IDENTITY PROOFING 63/662,575 PENDING Response to Notice to File Corrected Application Papers filed: 10/28/2025 306057-401077 19/434,528 N/A 12/29/2025 N/A SYSTEMS AND PROCESSES FOR MULTIFACTOR AUTHENTICATION AND IDENTIFICATION Divisional of 18/145,470 PENDING Awaiting Examination 306057-401061 19/268,664 N/A 07/14/2025 N/A SYSTEMS, METHODS, AND PROTOCOLS FOR ZERO KNOWLEDGE PROOF USER AUTHENTICATION 63/670,476 PENDING Awaiting Examination 306057-401056 19/195,751 N/A 05/01/2025 N/A INTEROPERABLE BIOMETRIC REPRESENTATION Continuation of 17/725,978 PENDING Awaiting Examination 306057-401041 18/987,822 N/A 12/19/2024 N/A SYSTEMS AND PROCESSES FOR DIGITAL IDENTITY AUTHENTICATION VIA LOSSLESS FUZZY EXTRACTORS 63/611,799; 63/562,521 PENDING Awaiting Examination 306057-401039 18/808,852 N/A 08/19/2024 N/A SEMI-SUPERVISED OR UNSUPERVISED SYSTEMS AND METHODS FOR BIOMETRIC PERSON RECOGNITION 63/520,388 PENDING Awaiting Examination 16 Table of Contents Matter No.
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”).
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-code implementation (“the Orchestration Layer”).
We are unaware of any other provider being able to offer or support a proliferation of authentication modalities in this fashion, and therefore we believe there are no other companies that directly compete with us in this space. If our go-to-market strategy is successful, biometric service providers can be channel distributors, and not necessarily competitors.
We are unaware of any other provider being able to offer or support a proliferation of tokenized authentication modalities in this fashion, and therefore we believe there are no other companies that directly compete with us in this space. If our go-to-market strategy is successful, biometric service providers can be channel distributors, and not necessarily competitors.
An analysis of the slow adoption revealed that many of the institutions would need some level of customization and in fourth quarter of 2024 and first quarter of 2025 the company has invested in modification of the modules to meet the broader range of needs and preferences identified by the enrolled institutions.
An analysis of the slow adoption revealed that many of the institutions would need some level of customization, and in the fourth quarter of 2024 and the first quarter of 2025, the Company invested in the modification of the modules to meet the broader range of needs and preferences identified by the enrolled institutions.
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 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. 8 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.
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.
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. 13 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.
APPI The Act on the Protection of Personal Information (APPI) is Japan’s primary data protection law, first enacted in 2003 and significantly amended in 2016 and 2020 to align with global standards like the EU’s GDPR. It applies to businesses 11 Table of Contents handling personal data, regardless of nationality or residency.
APPI 14 Table of Contents The Act on the Protection of Personal Information (APPI) is Japan’s primary data protection law, first enacted in 2003 and significantly amended in 2016 and 2020 to align with global standards like the EU’s GDPR. It applies to businesses handling personal data, regardless of nationality or residency.
Trust Stamp has participated in financial inclusion projects in Africa for a number of years through Mastercard’s implementation of our technology and we established a regional R&D center in Rwanda in 2021 to focus on ensuring equity in the development and implementation of biometric technology in Africa.
Trust Stamp participated in financial inclusion projects in Africa for a number of years through Mastercard’s previous implementation of our technology and we established a regional R&D center in Rwanda in 2021 to focus on ensuring equity in the development and implementation of biometric technology in Africa.
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.
To accelerate our work in this market, the Company joined the Mastercard Lighthouse MASSIV program in Spring 2025 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.
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.
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.
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.
Over the last year, 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.
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.
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 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) • Artificial Intelligence Act (EU AI Act) • Nigeria Data Protection Act 2023 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 Orchestration Layer has been successful in attracting interested customers with over sixty financial institutions onboarded as of the date of this report, but those institutions have been slow to go into full production which has impacted revenue expectations.
The Orchestration Layer has been successful in attracting interested customers with over one hundred (100) financial institutions onboarded as of the date of this report, but those institutions have been slow to go into full production which has impacted revenue expectations.
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.
(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.
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.
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 .
Competition We can potentially work with any identity data from any source, potentially breaking vendor and modality lock-in, but our primary market target is the biometric service industry, which is growing exponentially while being threatened by a consumer, media, and legislative backlash against storing biometric data.
Competition We can potentially work with any identity data from any source, potentially breaking vendor and modality lock-in, but our primary market target is the biometric service industry, which is growing exponentially while being threatened by a consumer, media, and legislative backlash against storing biometric data. The IT2 can potentially be overlaid on any biometric or other identity data provider.
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 an investment from and a relationship with FIS, a relationship-focused upon the implementation of our Orchestration Layer in FIS’ Global KYC product offering.
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.
In addition, we also utilize SourceFit, a company in the Philippines, for PEO services, representing approximately 3% of our operating expenses during the year ended December 31, 2025. Amazon Web Services provides cloud hosting and processing services, representing approximately 10% of our operating expenses during the year ended December 31, 2025.
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.
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. Cheltenham AI LTD.
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 Biometric Innovations Limited. (formerly “Trust Stamp Fintech Limited”).
All subsidiaries share resources across the entire Trust Stamp organization. The officers and directors of Trust Stamp have influence over the operations of all subsidiaries and employees across jurisdictions. Only one of our subsidiaries, Biometric Innovations Limited, has its own management team. T Stamp Inc. Corporate Structure Chart as of March 30, 2026 Operational Subsidiaries Biometric Innovations Limited.
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.
The first (non-FIS) client onboarded to the Orchestration Layer in the third quarter of 2022 has generated $576 thousand of revenue for the Company to date, including $151 thousand during the year ended December 31, 2025.
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 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.
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 .
Serial / Registration Number Filing Date Trademark Country Status 99/630,298 2/3/2026 WOW US PENDING 99/098,939 3/23/2025 STABLE KEY US PENDING Response to Office Action Due: 06/12/2026 99/052,989 N/A 2/24/2025 STABLE BIOMETRICS US PENDING Statement of use due: 08/24/2026 97/613,025 N/A 09/29/2022 N/A ALTERNATIVES TO DETENTION US PENDING Statement of Use due: 04/17/2026 97/892,087 N/A 04/17/2023 N/A TRUSTED CHAT US PENDING Statement of Use due: 04/17/2026 97/894,011 N/A 04/18/2023 N/A US PENDING Statement of Use due: 04/17/2026 88/256,534 6,103,860 01/10/2019 09/26/2019 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 19 Table of Contents 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 87/411,586 5,329,048 04/14/2017 11/07/2017 TRUST STAMP US REGISTERED Section 8&15 Renewal due: 11/07/2027 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 Section 8&15 Renewal due: 01/24/2029 97/276,205 7,503,036 02/21/2022 09/10/2024 PRIVTECH CERTIFIED US REGISTERED Section 8&15 Renewal due: 09/10/2030 98/379,747 7,608,235 01/29/2024 12/17/2024 THE PRIVACY-FIRST IDENTITY COMPANY US REGISTERED Section 8&15 Renewal due: 12/17/2030 87/852,642 5,932,877 03/27/2018 12/10/2019 TRUSTED MAIL US REGISTERED Instructions to Abandon received 12/06/2025 20 Table of Contents The Company added 3 patents during the year ended December 31, 2025 increasing our total patents issued to 26 as of December 31, 2025.
Trust Stamp has developed innovative patented technologies for use in the ATD market encompassing biometrics, geolocation, and tokenization as well as a proprietary, tamper-resistant, battery-free “Tap-In-Band” that can complement or replace biometric check-in requirements and provide a lower-cost and more humane alternative to traditional “ankle bracelet” technology.
Trust Stamp has developed innovative patented technologies for use in the ATD market encompassing biometrics, geolocation, and tokenization as well as a proprietary, tamper-resistant, battery-free “Tap-In-Band” that can complement or replace biometric check-in requirements and provide a lower-cost and more humane alternative to traditional “ankle bracelet” technology. • In December 2024, we announced a go-to-market agreement with a leading provider of software solutions to the U.S.
Human Capital Given the geographic diversity of its team, and to facilitate cost-effective administration, Trust Stamp secures the services of its permanent team members through a variety of administrative structures that include wholly owned subsidiaries, professional employer organizations, and consulting contracts.
Human Capital Given the geographic diversity of its team, and to facilitate cost-effective administration, Trust Stamp secures the services of its permanent team members through a variety of administrative structures that include wholly owned subsidiaries, professional employer organizations, and consulting contracts. Over 2024 and 2025, our team size was rationalized to maximize the impact of investable dollars.
The IT 2 can potentially be overlaid on any biometric or other identity data provider. In general, we compete for customer budget with any company in the identity authentication industry. Major competitors in this space include companies such as NEXT Biometrics, IDEMIA, Synaptics, Cognitec, Innovatrics, Suprema, FaceTec, Rank One Computing, Acuant, Jumio, Onfido, Ping, and Mitek.
In general, we compete for customer budgets with any company in the identity authentication industry. Major competitors in this space include companies such as NEXT Biometrics, IDEMIA, Synaptics, Cognitec, Innovatrics, Suprema, FaceTec, Rank One Computing, Acuant, Jumio, Onfido, Ping, and Mitek.
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.
As of the date of this report, this entity has no operations. Tstamp Incentive Holdings . 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.
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.
We also expect these transactions to enhance our leadership resources and support our broader strategic growth initiatives. 5 Table of Contents 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 $250.4 billion in the year 2024, and is projected to reach $506 billion by 2030 according to the 2025 report titled “Microfinance - Global Market Trajectory & Analytics” published by Global Industry Analysts, Inc.
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.
As of December 31, 2025, the Company had 4 full-time and 1 part-time team members that work out of the United States, 24 full-time members that work out of Malta, 13 full-time team members in Poland and Central Europe, 2 full-time and 1 part-time team members in the United Kingdom, 14 full-time team members and 1 part-time team members working in the Philippines, 12 full-time team members working in Rwanda, 2 full-time team members in Denmark, and 1 full-time team member working in India.
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.
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. The purpose of the entity is to support the development of early-stage leading edge technology companies in the Republic of Malta. Lexverify Ltd.
Our permanent team is augmented as needed by contract development and other staff on both a long and short-term basis. Outsourcing We design and develop our own products. We use an outsourcing company, 10Clouds, for additional development staff as needed. 10Clouds is considered a related party.
In addition, our permanent team is augmented by long-term contractors and as needed by contract development and other staff on a short-term basis. Outsourcing We design and develop our own products.
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.
By reducing trade barriers, the agreement could contribute an 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. Over the next decade, Africa’s share of the world population is projected to reach 21%, up from 13% in 2000.
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.
More than 50% of young people entering the workforce will be in sub-Saharan Africa. 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.
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.
As of the date of this report, this entity has no operations. 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. The establishment of the entity is aimed at exploring business opportunities and conducting operations in Nigeria.
We believe that given sufficient time and resources, we can augment any biometric modalities including face, hand, iris, voice, gait, and behavior, together with any other identifying data which places us in a unique position versus providers of biometric services.
However, we believe that, due to the uniqueness of our technology solution, the Company does not currently have any direct competitors for the core IT2 solutions upon which the growth in our business plan is focused. 10 Table of Contents We believe that given sufficient time and resources, we can augment any biometric modalities including face, hand, iris, voice, gait, and behavior, together with any other identifying data which places us in a unique position versus providers of biometric services.
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.
Filing/ Issue Date Title Priority Information Status 306057-401005 16/406,978 11,496,315 05/08/2019 11/08/2022 SYSTEMS AND METHODS FOR ENHANCED HASH TRANSFORMS 62/668,610 ISSUED 1st Maintenance Fee due: 05/08/2026 306057-401029 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 1st Maintenance Fee due: 12/21/2026 306057-401015 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 1st Maintenance Fee due: 01/25/2027 306057-401020 17/401,508 11,729,158 08/13/2021 08/15/2023 SYSTEMS AND METHODS FOR IDENTITY VERIFICATION VIA THIRD PARTY ACCOUNTS 62/486,210 ISSUED 1st Maintenance Fee due: 02/15/2027 306057-401027 17/702,366 11,741,263 03/23/2022 08/29/2023 SYSTEMS AND PROCESSES FOR LOSSY BIOMETRIC REPRESENTATIONS 16/841,269 ISSUED 1st Maintenance Fee due: 02/28/2027 306057-401026 17/702,361 11,861,043 03/23/2022 01/02/2024 SYSTEMS AND PROCESSES FOR LOSSY BIOMETRIC REPRESENTATIONS 16/841,269 ISSUED 1st Maintenance Fee due: 07/02/2027 306057-401025 17/702,355 11,886,618 03/23/2022 01/30/2024 SYSTEMS AND PROCESSES FOR LOSSY BIOMETRIC REPRESENTATIONS 16/841,269 ISSUED 1st Maintenance Fee due: 07/30/2027 306057-401030 17/956,190 11,936,790 09/29/2022 03/19/2024 SYSTEMS AND METHODS FOR ENHANCED HASH TRANSFORMS Continuation of 16/406,978 ISSUED 1st Maintenance Fee due: 09/19/2027 306057-401017 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 1st Maintenance Fee due: 10/23/2027 306057-401002 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 2nd Maintenance Fee due: 10/28/2027 306057-401019 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 1st Maintenance Fee due: 10/30/2027 17 Table of Contents Matter No.
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.
The purpose of the entity was to provide an analogous structure to a traditional stock incentive plan. As of December 31, 2025 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 establishment of the entity is aimed at exploring business opportunities and conducting operations in Nigeria. As of the date of this report, this entity has no operations and is essentially dormant. Available Information Our website is www.truststamp.ai.
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. Available Information Our website is www.truststamp.ai.
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.
This process has included: • Reducing the size of the non-production-focused executive and consulting teams to reduce overhead and releasing sales staff that did not meet their targets • Adding senior business development advisors in Ghana, Nigeria, Kenya and Malta primarily compensated based on revenue received • Developing joint ventures with proven industry partners with access to target markets • Increasing focus on the cryptocurrency market (especially Stablecoins) and developing products designed to meet specific needs and opportunities in that sector • Updating services offered via the Orchestration Layer platform in response to market feedback • Expanding our IP portfolio to strengthen our existing position related to presentation attack detection and tokenization and include implementations such as: i.
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.
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. As of December 31, 2025, 97 financial institutions, representing over $350 billion in aggregate assets, had been onboarded through FIS.
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.
The single initiative of implementing universal tokenized identity in African countries has the potential to significantly boost the implementing countries' economies. 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.
Distribution Through licensing we allow customers to utilize our technology in a wide variety of applications.
We believe that this sustained investment in intellectual property differentiates us from many larger competitors that are farming legacy technology Distribution Through licensing we allow customers to utilize our technology in a wide variety of applications.
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.
Filing/ Issue Date Title Priority Information Status 306057-401022 17/719,975 12,079,371 04/13/2022 09/03/2024 PERSONALLY IDENTIFIABLE INFORMATION ENCODER 63/174,405 ISSUED 1st Maintenance Fee due: 03/03/2028 306057-401003 15/342,994 10,924,473 11/03/2016 02/16/2021 TRUST STAMP 62/253,538 ISSUED 2nd Maintenance Fee due: 08/16/2028 306057-401023 17/725,978 12,315,294 04/21/2022 05/27/2025 INTEROPERABLE BIOMETRIC REPRESENTATION 63/177,494 ISSUED 1st Maintenance Fee due: 11/27/2028 306057-401031 18/063,372 12,353,530 12/08/2022 07/08/2025 SHAPE OVERLAY FOR PROOF OF LIVENESS 63/287,276 ISSUED 1st Maintenance Fee due: 01/08/2029 306057-401004 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 2nd Maintenance Fee due: 02/17/2029 306057-401007 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 2nd Maintenance Fee due: 02/17/2029 306057-401021 18/145,470 12,513,160 12/22/2022 12/30/2025 SYSTEMS AND PROCESSES FOR MULTIFACTOR AUTHENTICATION AND IDENTIFICATION Continuation-in-Part of 17/230,684 ISSUED 1st Maintenance Fee due: 07/02/2029 306057-401010 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 2nd Maintenance Fee due: 08/08/2029 306057-401009 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 2nd Maintenance Fee due: 09/01/2029 306057-401011 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 2nd Maintenance Fee due: 09/01/2029 306057-401012 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 2nd Maintenance Fee due: 09/01/2029 18 Table of Contents Matter No.
Both of those relationships remain strong, and the Company anticipates future revenue growth from the two relationships. Under the TSA, IT 2 TM technology is being implemented by Mastercard for Humanitarian & Development purposes as a core element of its Community Pass and Inclusive Identity offerings.
In March 2019, the Company entered into a technology services agreement with Mastercard International (the "TSA”). Under the TSA, IT 2 technology was being implemented by Mastercard for Humanitarian & Development purposes as an element of its Community Pass and Inclusive Identity offerings in developing economies.
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.
Yet, developing African countries are often unable or unwilling to fund the initial capital expenditure required to make the transition.
With the assistance of the Mastercard Lighthouse MASSIV program, we intend to build upon this work to maximize the opportunities to meet the critical need for secure identity programs for both governments and NGOs.
In 2023 we started direct outreach to African countries and we are in serious and extended dialogue with four countries as well as our work with Africa’s largest provider of mobile telecommunications services. 7 Table of Contents With the assistance of the Mastercard Lighthouse MASSIV program, we intend to build upon this work to maximize the opportunities to meet the critical need for secure identity programs for both governments and NGOs and have established go-to-market focused agreements with partners in Nigeria and Ghana.
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.
Globally, 850 million people did not have identity documents in 2023, with 542 million pe in Africa. 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 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..
The Company has completed the process of administratively dissolving TSIH with the dissolution effective as of February 13, 2025. Trusted Mail Inc. The Company established Trusted Mail Inc. for development of an encrypted e-mail product (Trusted Mail ®) using the Company’s facial recognition technology.
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.
StableKey (or “Stable IT 2 ”) which is a revolutionary 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. • Strengthening our international 3rd party cybersecurity and data handling certifications including NCSC Cyber Essentials Plus, certified by The IASME Consortium Ltd, SOC2 certification, and D-Seal approval (the world’s first certification that includes not just data and AI model 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. • Participating in the K-Startup Grand Challenge 2025, South Korea’s premier acceleration program for innovative foreign startups.
Anyone processing or storing PII should embrace this technology to fulfill their data protection obligations and mitigate damage and losses in the event of a data breach.” 17 Table of Contents Subsidiaries and Affiliates Given the geographic diversity of our team and to facilitate cost-effective administration, Trust Stamp conducts various aspects of its operations through subsidiaries.
The technology is designed to support secure identity verification across digital systems while reducing the risk of misuse or compromise of sensitive personal information. 21 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.
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.
While our healthcare initiatives are still developing, we believe this sector may become an increasingly important component of our commercial growth strategy. 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.
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.
Intellectual Property Patents A summary of the Company’s issued patents and pending patent applications on March 31, 2026 is provided in the table below. Matter No. Application/ Patent No. Filing/ Issue Date Title Priority Information Status 306057-401083 24863768.8 EP 03/05/2026 N/A MULTI-FACTOR AUTHENTICATION USING TAMPER-RESISTANT BAND AND BIOMETRIC DATA National Stage of PCT/US2024/045801 PENDING 15 Table of Contents Matter No.
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”).
The Company is now seeing a growth in transaction volumes and is focused on maintaining and accelerating that growth. 11 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 and a relationship with Mastercard International (“Mastercard”) with the Mastercard partnership diminishing in significance over and post 2024 as Mastercard’s market focus changed.
Removed
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.
Added
Backed by the Ministry of SMEs and Startups, the program supports high-potential global 4 Table of Contents technology companies in establishing a presence in South Korea and expanding across the broader Asia-Pacific region. • Establishing go-to-market partnerships in Nigeria and Ghana • Participation in the Trust Valley program in the Geneva region of Switzerland • Participation in the Founders Arena wealth management program Markets Trust Stamp has evaluated the market potential for its services across several verticals.
Removed
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.
Added
(Note - none of the reports, articles, and/or data sources referenced below were commissioned by the Company, and none of them are incorporated by reference).
Removed
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.
Added
Data Security and Fraud • In 2024 alone, numerous large-scale cybersecurity incidents resulted in the exposure of billions of personal records worldwide, including the so-called “Mother of All Breaches” involving over 26 billion records aggregated from multiple prior breaches, a breach of National Public Data affecting approximately 2.9 billion records including Social Security numbers, and significant compromises at major organizations such as Dell (49 million customer records), Twilio (33 million phone numbers), and Roll20 (15 million accounts).
Removed
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.
Added
The U.S. healthcare sector alone reported 14 breaches each affecting over one million individuals, impacting an estimated 238 million residents, while other notable incidents included data exfiltration from Kadokawa/Niconico in Japan, a 1.2-terabyte leak of Disney internal communications, and widespread mobile app exposures affecting over 1.7 billion users.
Removed
In 2023 we started direct outreach to African countries to initiate national-level digital identity programs and we are in serious and extended dialog with two countries as well as a pilot with Africa’s largest provider of mobile telecommunications services.
Added
These breaches underscore persistent systemic vulnerabilities across industries and geographies, with material legal, operational, and reputational risks. • In 2024, global losses from payment card fraud alone reached approximately $33.8 billion, according to the Nilson Report, surpassing the previous year’s figures and driven by escalating card‑not‑present and e‑commerce fraud.
Removed
However, we believe that, due to the uniqueness of our technology solution, the Company does not currently have any direct competitors for the core IT 2 solutions upon which the growth in our business plan is focused.
Added
In the broader digital payments sphere, including ACH, digital wallets, BNPL, and e‑commerce, the Merchant Risk Council estimates merchants lose about 3.2 % of annual e‑commerce revenue to fraud, while Juniper Research forecasts online payment fraud losses totaling $362 billion globally by 2028, encompassing all payment channels.
Removed
The commercial advantage of our solution is our ability to work across providers and modalities and we continue to pursue a first-mover advantage including our global–scale partnership which is achieving a network effect in the global Humanitarian and Development market.
Added
Furthermore, McKinsey projects $400 billion in cumulative card fraud losses over the next ten years, with authorized push payment fraud growing at an 11 % CAGR through 2027. Taken together, these figures underscore a mounting global financial liability from payment fraud that is poised to climb steadily unless countered by effective prevention strategies.
Removed
We believe that this combination will make it unattractive for a potential competitor to replicate the six-years and multi-million dollars that we have already expended, to try and circumvent our multiple (and continuing) patent filings and/or offer a parallel product based upon a different technology.
Added
In March 2026, we announced the completion of two strategic transactions intended to expand our capabilities in cybersecurity, risk, compliance, and related trust and security solutions. Effective February 26, 2026, we acquired 100% of the outstanding share capital of Lexverify Ltd, and effective March 9, 2026, we subscribed for a 50% ownership interest in Cyberfish CyberPsychology Solutions Ltd.
Removed
Orchestration Layer 2.0 will be “relaunched” in the second quarter of 2025.
Added
We believe these transactions strengthen our position in the data security and fraud market by adding complementary technologies and domain expertise. Lexverify brings experience in risk, compliance, and privacy-related solutions, including applications involving large language models, while Cyberfish contributes expertise in crisis simulation and business disruption scenario training.
Removed
Use cases include not only financial services for individuals and businesses but also empowering people and communities to meet basic needs, such as nutritious food, clean water, housing, education, and healthcare. The Company is paid to develop and host software solutions utilizing the IT 2 and to support Mastercard’s implementations.
Added
We believe the combination of these capabilities with our existing AI-powered trust, identity, and security solutions may create opportunities for product development, enhanced client offerings, and cross-selling across industries with significant security, compliance, and operational resilience needs.
Removed
In addition, the Company is paid on a “per user per year” basis for all transactions utilizing its technology. In December of 2022, the Company entered into a modification of the agreed pricing schedule with Mastercard to move from a per-use to a per-user-year model to broaden the range of potential use cases.
Added
Both Lexverify and Cyberfish participated in accelerator programs associated with the UK National Cyber Security Centre, and we believe these relationships reflect the relevance of their technologies to cybersecurity resilience.
Removed
The TSA may be terminated by either party in the event of a material breach by the other party that remains uncured within thirty days after notice is received of such a breach. Either party may terminate the TSA if the other party becomes, including, but not limited to, insolvent, subject to bankruptcy, dissolved, or liquidated.
Added
Based on the priorities of the current administration and express funding provision in the 2026 appropriations bill, the Company and its partner are actively communicating with the government on opportunities to implement the Company’s technology for identified and funded needs but no substantive progress is anticipated until there is an approved appropriations bill for the Department of Homeland Security.
Removed
Unless the TSA is terminated, the TSA will automatically renew for additional one year-periods in perpetuity unless either party provides ninety days written notice of intent not to renew. To date, the Company has received guaranteed minimum annual payments on account of usage.
Added
Stablecoins and other Cryptocurrencies • As of mid-2025, the total stablecoin market capitalization sits around $170 billion, with sources varying between $160B and $200B depending on which coins are included. Tether (USDT) still dominates the pack, with other major players like USDC, BUSD, and DAI following behind.
Removed
According to the October 2023 interview of Mastercard Executive Vice President and Founder of the Community Pass from the article titled “Mastercard’s Community Pass founder says digital ID platform improving lives, digital inclusion” published by Biometric Update. Mastercard’s Community Pass program currently serves approximately 3.5 million users and is targeting 30 million users by 2027.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

37 edited+1 added−10 removed73 unchanged
Biggest changeAs of June 30, 2022, the Company determined that there was currently no intention to settle intercompany accounts in the foreseeable future; therefore, beginning in June 30, 2022, future fluctuations in foreign currencies between the Company and its subsidiaries are recorded to Accumulated other comprehensive income on the balance sheet instead of Other expense.
Biggest changeFluctuations in foreign currencies between the Company and its subsidiaries are recorded to Accumulated other comprehensive income on the balance sheet instead of Other expense as there is currently no intention to settle intercompany accounts in the foreseeable future.
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.
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.
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.
Changes in laws or regulations associated with the enhanced protection of certain types of sensitive data, such as PII or PHI, along with increased customer demands for enhanced data security infrastructure, could greatly increase our cost of providing our services, decrease demand for our services, reduce our revenues and/or subject us to additional liabilities.
Changes in laws or regulations associated with the enhanced protection of certain types of sensitive data, such as PII, along with increased customer demands for enhanced data security infrastructure, could greatly increase our cost of providing our services, decrease demand for our services, reduce our revenues and/or subject us to additional liabilities.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Our management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of consolidated financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Ensuring that we have adequate internal financial and accounting controls and procedures in place to produce accurate financial statements on a timely basis is a costly and time-consuming effort that needs to be re-evaluated frequently.
Ensuring that we have adequate internal financial and accounting controls and procedures in place to produce accurate consolidated financial statements on a timely basis is a costly and time-consuming effort that needs to be re-evaluated frequently.
Consequences of such data breaches could result in fines, litigation expenses, costs of implementing better systems, and the damage of negative publicity, all of which could have a material adverse effect on our business operations and financial condition. We are subject to substantial governmental regulation relating to our technology and will continue to be for the lifetime of our Company.
Consequences of such data breaches could result in fines, litigation expenses, costs of implementing better systems, and the damage of negative publicity, all of which could have a material adverse effect on our business operations and financial condition. We are subject to substantial governmental regulations relating to our technology and will continue to be for the lifetime of our Company.
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.
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; 26 Table of Contents • 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.
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.
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 two 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, 2025.
The level of competition in the identity authentication industry is high, with multiple exceptionally large, well-capitalized competitors holding a majority share of the market. Currently, we are not aware of any direct competitors of the Company able to offer our main technological offering.
The level of competition in the identity authentication industry is high, with multiple exceptionally large, well-capitalized competitors holding a majority share of the market. Currently, we are not aware of any direct competitors of the Company able to offer our main technological offerings.
We currently have three customers that account for substantially all of our current revenues . During the Company’s technology stack development, we have focused on strong relationships with a number of significant partners and customers to guide the customer and product discovery process.
We currently have two customers that account for substantially all of our current revenues . During the Company’s technology stack development, we have focused on strong relationships with a number of significant partners and customers to guide the customer and product discovery process.
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 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.
These applications and data encompass a wide variety of business-critical information, including research and development information, patient data, commercial information, and business and financial information.
These applications and data encompass a wide variety of business-critical information, including research and development information, commercial information, and business and financial information.
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.
We anticipate sustaining operating losses for the foreseeable future. It is anticipated that we will sustain operating losses into 2026 as we continue with research and development, and strive to gain new customers for our technology and market share in our industry.
As a result, we would have no way to cover the financial loss if we were to lose the services of our directors or officers. We expect to raise additional capital through equity and/or debt offerings to support our working capital requirements and operating losses .
As a result, we would have no way to cover the financial loss if we were to lose the services of our directors or officers. 28 Table of Contents We expect to raise additional capital through equity and/or debt offerings to support our working capital requirements and operating losses .
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.
The translation from any currencies to United States Dollars for financial statement presentation resulted in Accumulated other comprehensive income of $11 thousand as of December 31, 2025, and $181 thousand as of December 31, 2024. Foreign currency translation losses, coupled with varying inflation rates across the countries we operate in, could have a material adverse effect on our business.
Notice of breaches must be made to affected individuals, the Secretary of the Department of Health and Human Services (“HHS”), and for extensive breaches, notice may need to be made to the media or state attorneys general. Penalties for violations of these laws vary.
Notice of breaches must be made to affected individuals, the Secretary of the Department of Health and Human Services (“HHS”), and for extensive 25 Table of Contents breaches, notice may need to be made to the media or state attorneys general. Penalties for violations of these laws vary.
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.
In the ordinary course of our business, we may collect and store sensitive data, including personally identifiable information (“PII”), that is owned or controlled by ourselves or our customers, and other parties. We communicate sensitive data electronically, and through relationships with multiple third-party vendors and their subcontractors.
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.
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. 29 Table of Contents Our internal controls over financial reporting and our disclosure controls and procedures may not prevent all possible errors that could occur.
We have operations (through our subsidiaries and/or directly) in many foreign countries and territories, including, but not limited to, United Kingdom, Poland, Rwanda, Denmark, and the Republic of Malta.
We have operations (through our subsidiaries and/or directly) in many foreign countries and territories, including, but not limited to, United Kingdom, Poland, Rwanda, Denmark, and Malta.
If we are unable to secure patents for our products and technology, or are otherwise unsuccessful at protecting our technology, other companies with greater resources may copy our technology and/or products, or improve upon them, putting us at a disadvantage to our competitors.
If we are unable to secure patents for our products and technology, or are otherwise unsuccessful at protecting our technology, other 27 Table of Contents companies with greater resources may copy our technology and/or products, or improve upon them, putting us at a disadvantage to our competitors.
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").
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 Act (the "JOBS Act").
Our Company was incorporated under the laws of the State of Delaware on April 11, 2016, and we have not yet generated profits.
Risks Related to Our Company We have not yet generated profits. Our Company was incorporated under the laws of the State of Delaware on April 11, 2016, and we have not yet generated profits.
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.
The translation from any currencies to United States Dollars for financial statement presentation resulted in a foreign currency loss of $2 thousand for the year ended December 31, 2025, and $5 thousand loss for the year ended December 31, 2024.
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.
We have historically operated at a loss, which has resulted in an accumulated deficit. For the fiscal year ended December 31, 2025, we incurred a net loss of $8.33 million, compared to a net loss of $12.54 million for the fiscal year ended December 31, 2024. There can be no assurance that we will ever achieve profitability.
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.
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.
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”.
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) • General Data Protection Regulation (GDPR) • Artificial Intelligence Act (AI Act) • UK General Data Protection Regulation (UK GDPR) 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”.
Further, as of the date of this report, our only channel partnership is with FIS, which may increase the risk of harm to our Company if FIS is unsuccessful in selling our products and services.
To the extent that FIS is unsuccessful at selling our products and services, our results of operations may suffer. Further, as of the date of this report, our only channel partnership is with FIS, which may increase the risk of harm to our Company if FIS is unsuccessful in selling our products and services.
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.
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. Item 1B. Unresolved Staff Comments None.
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.
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.
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.
As such, our historical financial results identify that for a number of years we generated substantially all of our revenue from those two 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.
When selling our products and services through indirect sales channels, such as through FIS, we are reliant on the efforts of those channel partners to successfully market and sell our products to end-customers. To the extent that FIS is unsuccessful at selling our products and services, our results of operations may suffer.
We face risks related to distributing our products and services through channel partnerships, such as our partnership with FIS. When selling our products and services through indirect sales channels, such as through FIS, we are reliant on the efforts of those channel partners to successfully market and sell our products to end-customers.
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 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.
Failure to do so would continue to have a material adverse effect on our accumulated deficit, would affect our cash flows, would affect our efforts to raise capital and is likely to result in a decline in our Class A Common Stock price.
Failure to do so would continue to have a material adverse effect on our accumulated deficit, would affect our cash flows, would affect our efforts to raise capital and is likely to result in a decline in our Class A Common Stock price. 24 Table of Contents Our consolidated financial statements for the fiscal year ended December 31, 2025 have been prepared on a going concern basis.
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.
We do not maintain a key person life insurance policy on any of the members of our senior management team.
Seven directors and four executive officers provide leadership to Trust Stamp. Three of the directors are also executive officers. Our success is dependent on their ability to manage all aspects of our business effectively. Because we are relying on our small management team, we lack certain business development resources that may hurt our ability to grow our business.
As of March 30, 2026, seven directors and four executive officers provide leadership to Trust Stamp. Two of the directors are also executive officers. Our success is dependent on their ability to manage all aspects of our business effectively.
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.
We have not yet generated profits and have an accumulated deficit of $69.78 million as of December 31, 2025. We may not have enough funds to sustain the business until it becomes profitable.
Removed
Risks Related to Our Company We have a limited operating history upon which you can evaluate our performance and have not yet generated profits. Accordingly, our prospects must be considered in light of the risks that any new company encounters.
Added
Because we are relying on our small management team, we lack certain business development resources that may hurt our ability to grow 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 effectively.
Removed
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
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.
Removed
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.
Removed
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 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
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
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.
Removed
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.
Removed
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

11 edited+0 added−1 removed1 unchanged
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.
Biggest changeThe Board is 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.
Our risk management strategy includes, among other elements: • Identification: We aim to proactively identify sources of risk, areas of impact, and relevant events that could give rise to cybersecurity risks, such as changes to our infrastructure, service providers, or personnel. • Assessment: We conduct periodic risk assessments to identify cybersecurity threats.
Our risk management strategy includes, among other elements: • Identification: We aim to proactively identify sources of risk, areas of impact, and relevant events that could give rise to cybersecurity risks, such as changes to our infrastructure, service providers, or personnel. • Assessment: We conduct risk assessments to identify cybersecurity threats.
We engage third parties, including consultants and auditors, to evaluate the effectiveness of our risk management program, control environment, and cybersecurity practices through security audits, penetration testing, and other engagements. The Company's cybersecurity policies and procedures are fully integrated into its broader risk management framework, reflecting a holistic approach to cybersecurity risk management.
We engage third parties, including consultants and auditors, to evaluate the effectiveness of our risk management program, control environment, and cybersecurity practices through security audits, penetration testing, and other engagements. 30 Table of Contents The Company's cybersecurity policies and procedures are fully integrated into its broader risk management framework, reflecting a holistic approach to cybersecurity risk management.
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.
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 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.
Item 1C. Cybersecurity Risk Management and Strategy We review cybersecurity risk as part of our overall System and Organization Controls ("SOC 2") with a goal of ensuring that cybersecurity risk management remains a top priority in our business strategy and operations.
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.
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. This ensures compliance with SEC requirements and maintains stakeholder confidence in the Company's cybersecurity posture.
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.
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, 2025.
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.
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.
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.
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.
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.
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 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.
Board of Director's 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.
Removed
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

1 edited+0 added−0 removed2 unchanged
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.
Biggest changeThe Company contracts for coworking arrangements in other office spaces (either directly or through its subsidiaries) in Denmark, Rwanda, and Japan 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 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added−0 removed1 unchanged
Biggest changeThe Company is not currently involved in any litigation, and its management is not aware of any pending or threatened legal actions relating to its intellectual property, conduct of its business activities, or otherwise. See “Risk Factors” for a summary of risks our Company may face in relation to litigation against our Company.
Biggest changeThe Company is not currently involved in any litigation, and its management is not aware of any pending or threatened legal actions relating to its intellectual property, conduct of its business activities, or otherwise. See “Risk Factors” for a summary of risks our Company may face in relation to litigation against our Company. 31 Table of Contents

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

8 edited+6 added−0 removed11 unchanged
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.
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) 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 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 2025 Section 4(a)(2) Maxim Group LLC 10/31/2025 2,511,044 Warrants exercisable for Class A Common Stock $0 (issued for no additional consideration in the Private Placement) (7) N/A 01/08/2025 2026 Section 4(a)(2) and/or Regulation S N/A 02/27/2026 157,508 Class A Common Stock $0 (issued in exchange for 100% of Lexverify) (8) N/A 02/27/2026 34 Table of Contents *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.
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.
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. 33 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.
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 purpose of the entity was to provide an analogous structure to a traditional stock incentive plan. As of December 31, 2025 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.
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”.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Common Stock As of December 31, 2025 and 2024, our Class A Common Stock is traded on the Nasdaq Capital Market ("Nasdaq") under the symbol “IDAI”.
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.
The number of shares of our Class A Common Stock that are freely tradable as of March 30, 2026 was 5,005,243. 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.
(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.
(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.
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.
Holders As of March 30, 2026, there were approximately 2,713 registered holders of record of our Class A Common Stock and the last reported sale price of our Class A Common Stock on the Nasdaq was$2.32 per share on March 30, 2026.
(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.
The warrants to purchase the remaining 95,493 shares of the Company’s Class A Common Stock for $4.8195 per warrant remain outstanding as of the date of this report. (5) On October 31, 2025, the warrants to purchase the 370,370 and 277,778 shares of Class A Common Stock (for a total of 648,148 shares) were exchanged for new warrants.
Added
(4) On October 31, 2025, 95,494 common stock purchase warrants to purchase shares of Class A Common Stock of the Company at a price of $4.8195 per warrant were repriced to $4.20 and exercised for total proceeds of $401,075.
Added
(6) On October 31, 2025, 414,202 and 207,101 common stock purchase warrants to purchase shares of Class A Common Stock of the Company at a price of $8.45 per warrant were repriced to $4.20 and exercised for total proceeds of $1,739,648 and $869,824 , respectively.
Added
(7) The warrants to purchase the 1,301,945 and 1,209,099 shares of Class A Common Stock remain outstanding as of the date of this report. (8) The aggregate purchase price for the acquisition of Lexverify Ltd. is payable entirely in shares of the Company’s Class A Common Stock, par value $0.01 per share, with the number of shares.
Added
The purchase price was structured in four tranches, consisting of: (i) an initial tranche equal to twenty-five percent (25%) of the purchase price (the “Completion Consideration”) to be issued on or within one business day following the Closing Date, and (ii) the remaining seventy-five percent (75%) of the purchase price (the “Deferred Consideration”) to be issued in three equal tranches on the dates that are 90, 180, and 270 days after the Closing Date, respectively, subject to the terms of the Securities Purchase Agreement governing this transaction.
Added
On the Closing Date, the Company issued 157,508 shares of Common Stock to the stockholders of Lexverify in satisfaction of the Completion Consideration. On the Closing Date, the Company issued 39,377 shares of Common Stock to the the stockholders of Lexverify in satisfaction of the Completion Consideration.
Added
As of March 30, 2026, the shares of Common Stock to satisfy the Deferred Consideration remain to be issued by the Company to the stockholders of Lexverify. 35 Table of Contents

Item 7. Management's Discussion & Analysis

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

58 edited+63 added−100 removed35 unchanged
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.
Biggest changeFor the years ended December 31, 2025 2024 Net revenue (includes related party revenue of $600,391 and $1,000,000 during the years ended December 31, 2025 and 2024, respectively) $ 3,139,488 $ 3,082,348 Operating expenses: Cost of services (exclusive of depreciation and amortization shown separately below) 1,385,196 1,067,450 Research and development 2,173,222 2,139,727 Selling, general, and administrative 6,474,437 8,513,188 Depreciation and amortization 767,074 729,400 Total operating expenses 10,799,929 12,449,765 Operating loss (7,660,441) (9,367,417) Non-Operating Income (Expense): Interest expense, net (146,312) (509,784) Change in fair value of warrant liability 3,574 1,497 Other income 87,448 805,876 Other expense (361,528) (1,527,520) Total other income (expense), net (416,818) (1,229,931) Net loss before taxes and equity method investment (8,077,259) (10,597,348) Income tax expense (13,775) (7,806) Net loss from equity method investment, related party (75,030) — Loss on extinguishment of debt (159,035) — Net loss (8,325,099) (10,605,154) Deemed dividend — (1,939,439) Net loss before non-controlling interest (8,325,099) (12,544,593) Net loss attributable to non-controlling interest — — Net loss attributable to T Stamp Inc. $ (8,325,099) $ (12,544,593) Basic and diluted net loss per share attributable to T Stamp Inc. $ (2.67) $ (11.36) Weighted-average shares used to compute basic and diluted net loss per share adjusted retroactively for reverse stock splits, see Note 1 3,112,440 1,104,225 42 Table of Contents Comparison of the Years Ended December 31, 2025 and 2024 Net revenue For the years ended December 31, 2025 2024 $ Change % Change Net revenue $ 3,139,488 $ 3,082,348 $ 57,140 1.85 % During the year ended December 31, 2025, Net revenue increased to $3.14 million, or an 1.85% increase from Net revenue of $3.08 million for the year ended December 31, 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. GAAP results.
Due to these limitations, Adjusted EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our U.S. GAAP results and using Adjusted EBITDA only as a supplement to our U.S.
During the year ended December 31, 2024, the Company signed a license agreement with Boumarang in exchange for 5,000,000 prepaid warrants from Boumarang that were valued at $1.00 per warrant or $5.00 million and accounted for by recording as an investment and other income.
During the year ended December 31, 2024, the Company signed a license agreement with Boumarang in exchange for 5,000,000 prepaid warrants from Boumarang that were valued at $1.00 per warrant or $5.00 million and accounted for by recording as an investment and other income.
In addition, the Company (through its subsidiary, Trust Stamp Malta Ltd.) and QID agreed to enter into a Master Technology Services Agreement, under which QID will contract with the Company for business development, product development, and product operations for identity and privacy services and solutions in return for monthly service fees starting January 1, 2025, and capped at $3.6 million annually.
The Company (through its subsidiary, Trust Stamp Malta Ltd.) and QID agreed to enter into a Master Technology Services Agreement, under which QID will contract with the Company for business development, product development, and product operations for identity and privacy services and solutions in return for monthly service fees starting January 1, 2025, and capped at $3.6 million annually.
During the year ended December 31, 2024, the Company entered into a number of financing arrangements with institutional investors pursuant to which it raised capital from the (registered and unregistered) sale of its Class A Common Stock, as well as warrants convertible into shares of its Class A Common Stock, to help support its operations.
During the year ended December 31, 2025, the Company entered into a number of financing arrangements with institutional investors pursuant to which it raised capital from the (registered and unregistered) sale of its Class A Common Stock, as well as warrants convertible into shares of its Class A Common Stock, to help support its operations.
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.
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 consolidated financial statements in this Annual Report on Form 10-K.
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 37 Table of Contents comparable companies.
Adjusted EBITDA is presented because management believes it provides additional information with respect to the performance of our fundamental business activities and is also frequently used by securities analysts, investors and other interested parties in the evaluation of comparable companies.
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. 41 Table of Contents Other income Other income is mainly driven by miscellaneous income earned that is unrelated to the main focus of the Company’s business operations including the gain or loss on sale of assets.
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.
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 paid or accrued for promissory notes payable.
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.
Investing Activities Net cash used in investing activities during the year ended December 31, 2025 was $929 thousand, compared to net cash of $907 thousand used in the year ended December 31, 2024.
Subsequently, the Company recorded a $4.38 million impairment to other income for the Boumarang prepaid warrants as a result of a change in fair value identified by an observable market transaction. The net impact to other income, $705 thousand,.
Subsequently, the Company recorded a $4.38 million impairment to other income for the Boumarang prepaid warrants as a result of a change in fair value identified by an observable market transaction. The net impact to Other income during the year ended December 31, 2024 was $705 thousand.
During the year ended December 31, 2024, the Company incurred a $1.17 million loss during the year ended December 31, 2024 due to the Company entering into a Termination and Release Agreement between the Company and an institutional investor that terminated the remaining stock purchase warrants in exchange for the Company making a $1,650,000 payment to the institutional investor.
Other expenses during the year ended December 31, 2024 were significantly higher due to the Company incurring $1.17 million during the year ended December 31, 2024 due to the Company entering into a Termination and Release Agreement between the Company and an institutional investor that terminated the remaining stock purchase warrants in exchange for the Company making a $1,650,000 payment to the institutional investor.
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. 31 Table of Contents • 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.
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. 36 Table of Contents • Strengthening our international 3rd party cybersecurity and data handling certifications by adding Cyber Essentials, certified by The IASME Consortium Ltd, to our 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, two of which were consummated in February and March 2026 when our Company acquired Lexverify and Cyberfish.
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.
Financing Activities During the year ended December 31, 2025 , Net cash flows from financing activities was $9.89 million , compared to Net cash flows from financing activities of $9.49 million for the year ended December 31, 2025 .
The Company is generating revenues, but has not yet generated profits, with a net loss for the year ended December 31, 2024 of $10.61 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.
The Company is generating revenues, but has not yet generated profits, with a net loss for the year ended December 31, 2025 of $8.33 million, Net operating cash outflows of $5.69 million for the same period, and an accumulated deficit of $69.78 million as of December 31, 2025.
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.
The Company is a business that has not yet generated profits, with a Net loss in the year ended December 31, 2025 of $8.33 million, Net operating cash outflows of $5.69 million for the same period, and an Accumulated deficit of $69.78 million as of December 31, 2025.
The Company is not currently generating sufficient amounts of cash to meet its requirements for the next 12 months. The Company anticipates that it will need to raise capital from equity and/or debt financings within the next six (6) months in order to fund its operations.
The Company is not currently generating sufficient cash to meet its requirements for the next 12 months. The Company anticipates that it will need to raise capital from equity and/or debt financings within the next twelve (12) months in order to fund its operations unless it receives additional revenue from sales in progress but not currently booked.
Subsequently, the Company recorded a $4.38 million impairment to other income for the Boumarang prepaid warrants as a result of a change in fair value identified by an observable market transaction.
Subsequently, the Company recorded a $4.38 million impairment to Other income for the Boumarang prepaid warrants as a result of a change in fair value identified by an observable market transaction. The net impact to Other income was an increase of $705 thousand during the year ended December 31, 2024.
The increase in interest expense is primarily due to an increase of $429 thousand as a result of TSI entering into two subordinated business loans and security agreements during the year ended December 31, 2024.
The decrease in interest expense is primarily due to a decrease of $372 thousand as a result of the Company entering into two subordinated business loans and security agreements during the year ended December 31, 2024. Both loans were fully settled by December 31, 2025.
GAAP net income (loss) adjusted to exclude (1) other expense, (2) other income, (3) gain on sale of mobile hardware, (4) interest expense, (5) interest income, (6) stock-based compensation, (7) change in fair value of warrant liabilities (8) impairment of assets, (9) non-cash expenses for in-kind services, (10) depreciation, and (11) certain other items management believes affect the comparability of operating results.
Adjusted EBITDA is a non-GAAP financial measure that represents U.S. GAAP net income (loss) adjusted to exclude (1) other expense, (2) other income, (3) interest expense, (4) interest income, (5) stock-based compensation, (6) change in fair value of warrant liabilities (7) impairment of assets, (8) depreciation, and (9) certain other items management believes affect the comparability of operating results.
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.
Change in fair value of warrant liability For the years ended December 31, 2025 2024 $ Change % Change Change in fair value of warrant liability 3,574 1,497 $ 2,077 138.74 % The Company recognized a gain in Change in fair value of warrant liability during the year ended December 31, 2025 of $4 thousand compared to a gain of $1 thousand during the year ended December 31, 2024.
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.
In addition, the Company recorded a $360 thousand inducement expense during the year ended December 31, 2024 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.
On the other hand, less development hours were charged directly to cost of sales for the year ended December 31, 2024 when compared to the year ended December 31, 2023 resulting in a decrease of $133 thousand in cost of services. This was mainly due to less work being requested from one of our major customers.
Moreover, more development hours were charged directly to COS for the year ended December 31, 2025 when compared to the year ended December 31, 2024 resulting in an increase of $44 thousand in COS. This was mainly due to less work being requested from one of our major customers.
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.
Of the $8.33 million Net loss for the year ended December 31, 2025, there were various cash and non-cash adjustments that were added back or deducted to the Net loss to arrive at $5.69 million cash used for operating activities for the year ended December 31, 2025. Those adjustments included the add back of $971 thousand related to stock-based compensation.
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.
During the year ended December 31, 2025, the $3.14 million in Net revenue consisted of $2.02 million from an S&P bank, $600 thousand license fee from QID under the license and assignment agreement between the Company and QID, $151 thousand from Triton, $141 thousand from FIS, $137 thousand from Mastercard, $69 thousand from ID Dataweb, Inc and various other customers for the remaining $20 thousand.
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.
Operating loss For the years ended December 31, 2025 2024 $ Change % Change Operating loss (7,660,441) (9,367,417) $ 1,706,976 (18.22) % The Company’s Operating loss decreased by $1.71 million or 18.22% for the year ended December 31, 2025 compared to the year ended December 31, 2024.
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.
Research and development For the years ended December 31, 2025 2024 $ Change % Change Research and development 2,173,222 2,139,727 $ 33,495 1.57 % Research and development (“R&D”) expenses increased by $33 thousand , or 1.57% for the year ended December 31, 2025 , compared to the year ended December 31, 2024 .
This decrease from the IGS contract was partially offset by the $1.00 million in revenue recognized for a non-exclusive software license issued to QID during the year ended December 31, 2024.
The gains in Net revenue during the year ended December 31, 2025 were partially offset by the non-exclusive software license issued to QID during the year ended December 31, 2024 that resulted in the recognition of $1.00 million in Net 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. Furthermore, on November 12, 2024, the Company entered into a business arrangement with Qenta.
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.
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.
During the year ended December 31, 2025, we continued to invest in internal personnel to support our research and development efforts. As a result, research and development expenses increased in absolute dollars. Selling, general, and administrative Selling, general, and administrative (“SG&A”) expenses were generally composed of payroll, legal, and professional fees.
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.
Depreciation and amortization For the years ended December 31, 2025 2024 $ Change % Change Depreciation and amortization 767,074 729,400 $ 37,674 5.17 % Depreciation and amortization (“D&A”) increased by $38 thousand, or 5.17% for the year ended December 31, 2025, compared to the year ended December 31, 2024.
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.
Interest expense, net For the years ended December 31, 2025 2024 $ Change % Change Interest expense, net (146,312) (509,784) $ 363,472 (71.30) % Interest expense, net decreased by $363 thousand, or 71.30% for the year ended December 31, 2025, compared to the year ended December 31, 2024.
In addition to revenue from Mastercard and our S&P 500 bank customer, the Company also continued to expand the Orchestration Layer platform, which is being utilized by several customers including FIS’ new global identity authentication system.
The Company recognized $600 thousand in revenues from this agreement for the year ended December 31, 2025. The Company also continued to expand the Orchestration Layer platform, which is being utilized by several customers including FIS’ new global identity authentication system.
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.
Since its launch in the third quarter of 2022, there have been 110 enterprise customers on the Orchestration Layer platform, including 97 financial institutions, as of December 31, 2025.
Selling, general, and administrative For the years ended December 31, 2024 2023 $ Change % Change Selling, general, and administrative $ 8,513,188 $ 8,395,638 $ 117,550 1.40 % Selling, general, and administrative expense (“SG&A”) increased by $118 thousand, or 1.40%, for the year ended December 31, 2024, compared to the year ended December 31, 2023.
Selling, general, and administrative For the years ended December 31, 2025 2024 $ Change % Change Selling, general, and administrative 6,474,437 8,513,188 $ (2,038,751) (23.95) % Selling, general, and administrative expense (“SG&A”) decreased by $2.04 million, or 23.95%, for the year ended December 31, 2025, compared to the year ended December 31, 2024.
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.
Additionally, the Company had a $14 thousand decrease during the year ended December 31, 2025 as a result of the Malta loan interest rate decreasing from 6.5% for the year ended December 31, 2024 to 5.15% for the year ended December 31, 2025.
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.
GAAP results. 39 Table of Contents Reconciliation of Net Loss to Adjusted EBITDA For the year ended December 31, 2025 2024 Net loss before taxes and equity method investment $ (8,077,259) $ (10,597,348) Add: Other expense 1,922 1,527,520 Less: Other income (87,448) (805,876) Add: Interest expense, net 146,312 509,784 Add: Stock-based compensation 1,102,145 1,315,923 Add: Change in fair value of warrant liability 3,574 (1,497) Add: Impairment loss of assets 375,859 27,590 Add: Depreciation and amortization 767,074 729,400 Adjusted EBITDA loss (non-GAAP) $ (5,767,821) $ (7,294,504) Adjusted EBITDA loss (non-GAAP) for the year ended December 31, 2025, decreased by 20.93%, to $5.77 million from $7.29 million for the year ended December 31, 2024.
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.
The foregoing description of the SPA is intended to be a summary, and is qualified by reference to the full text of the SPA, filed as an exhibit to this Annual Report on Form 10-K. 38 Table of Contents 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.
The increase in SG&A expense was driven by a $840 thousand increase in salaries and stock-based compensation ("SBC") during the year ended December 31, 2024. Included in the $840 thousand increase in salaries and stock-based compensation is an increase of $630 thousand in SBC during the year ended December 31, 2024 due to the timing of stock-based compensation awards.
The decrease in SG&A expense was driven by a $1.68 million decrease in salaries, stock-based compensation, payroll costs, and sales commissions during the year ended December 31, 2025, compared to the year ended December 31, 2024. The $1.68 million decrease includes a $324 thousand reduction in stock-based compensation awards during the year ended December 31, 2025.
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”).
The Company also successfully raised funds under the Equity Distribution Agreement with Maxim Group LLC (pursuant to which the Company may offer and sell, from time to time, through Maxim, as sales agent or principal up to $6,196,000 worth of its shares of Common Stock) totaling $6.01 million in net proceeds.
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.
During the year ended December 31, 2025 , the Company raised net proceeds of $3.21 million on January 6, 2025 and $4.02 million on October 31, 2025, respectively, from two separate securities purchase agreements with an institutional investor for the issuance of Class A Common Stock, pre-funded warrants, and common stock warrants.
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.
Depreciation and amortization expense is not included in cost of services provided. During the year ended December 31, 2025, Cost of services increased in absolute dollars primarily as a result of increased service requests by our S&P 500 bank customer. We expect the margin will continue to improve until it stabilizes over time.
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, although our business model continues transitioning to focus on recurring Software-as-a-Service ("SaaS") revenue streams. Historically, the Company generated most of its income through long-term partnerships, comprising a relationship with an S&P 500 bank customer and a relationship with Mastercard International (“Mastercard”).
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.
Cash used in investing activities during the year ended December 31, 2025 related primarily to continued investments in technologies intended to be capitalized and monetized over time, as well as, an increase in purchases of equipment used during the year ended December 31, 2025.
During the first six months of this agreement, the service fee shall be a minimum $100 thousand per month. Thereafter, the service fee payable shall be up to $300 thousand per month. 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 new Statement of Work with QID provides for service fees payable to the Company of a minimum $100,000 per month during the first six months, and up to $300,000 per month thereafter.
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.
Cash Flows The following table summarizes our cash flows for the year ended December 31, 2025 and 2024: For the years ended December 31, 2025 2024 Net cash flows from operating activities $ (5,685,150) $ (8,919,422) Net cash flows from investing activities $ (929,478) $ (906,671) Net cash flows from financing activities $ 9,893,005 $ 9,492,022 47 Table of Contents Operating Activities Net cash flows used in operating activities decreased by 36.26% from $8.92 million during the year ended December 31, 2024, compared to $5.69 million during the year ended December 31, 2025.
The foregoing description of the Agreement is intended to be a summary, and is qualified in its entirety by reference to the Agreement itself, a copy of which was filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on January 21, 2025.
The Company offered a Letter of Appointment to Mr. Curmi that was executed on March 21, 2026. The foregoing description of the Letter of Appointment is intended to be a summary, and is qualified by reference to the full text of the Letter of Appointment filed as an exhibit to this Annual Report on Form 10-K.
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.
Other income For the years ended December 31, 2025 2024 $ Change % Change Other income 87,448 805,876 $ (718,428) (89.15) % Other income decreased by $718 thousand for the year ended December 31, 2025, compared to the year ended December 31, 2024.
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.
The increases in R&D expense were partially offset by decreases in R&D expenses during the year ended December 31, 2025 primarily driven by a $69 thousand decrease in outsourced software development with 10Clouds as the Company transitioned this work internally resulting in cost savings as internal work is more cost effective.
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.
As a result, during the year ended December 31, 2025, the Company recognized $348 thousand for software license fees and -$211 thousand for other services, meanwhile, during the year ended December 31, 2024 the Company recognized $345 thousand for software license fees and $79 thousand for other services. 43 Table of Contents Cost of services For the years ended December 31, 2025 2024 $ Change % Change Cost of services 1,385,196 1,067,450 $ 317,746 29.77 % Cost of services (“COS”) increased by $318 thousand or 29.77% for the year ended December 31, 2025, compared to the year ended December 31, 2024.
Other notable increases in SG&A for the year ended December 31, 2024 included a total increase of $215 thousand in travel costs and accounting, audit fees and taxes.
The decreases in SG&A were partially offset by increases for other operating expenses including accounting and audit fees amounting to $141 thousand during the year ended December 31, 2025.
As of December 31, 2024, the Company had a balance of $3.06 million in Current portion of loans payable. The entire balance was repaid subsequent to December 31, 2024. For more information see Note 2 to the consolidated financial statements provided under Item 1 of this report.
The Company also anticipates it may need to raise capital from equity and/or debt financings beyond the next 12 months to fund its operations. As of December 31, 2025, the Company had no current loans payable. For more information see Note 2 to the consolidated financial statements provided under Item 8 of this report.
In addition, the Company had an increase in dues and subscriptions, due to continued business development and growth, of $50 thousand during the year ended December 31, 2024 when compared to the year ended December 31, 2023.
The Company also had an increase in the number of financial institutions enrolled with the Orchestration Layer increased Net revenue by $52 thousand during the year ended December 31, 2025 when compared to the year ended December 31, 2024.
In addition, there was an increase of $187 thousand for the gain from a settlement of a mobile hardware bill that was outstanding as of December 31, 2023, which we negotiated for a lower payment, and paid during the year ended December 31, 2024. 44 Table of Contents Other expense For the years ended December 31, 2024 2023 $ Change % Change Other expense $ (1,527,520) $ (2,981) $ (1,524,539) 51141.87 % Other expense increased by $1.52 million for the year ended December 31, 2024, compared to the year ended December 31, 2023.
In addition, there was a $187 thousand gain recorded during the year ended December 31, 2024 from a settlement of a mobile hardware bill. The Company negotiated for a lower payment in the settlement resulting in the gain during the year ended December 31, 2024. There was no such gain or impairment during the year ended December 31, 2025.
On January 1, 2025, pursuant and adhering to the Master Technology Services Agreement terms and conditions, a Statement of Work was signed which the Company will provide certain product development and product operations and commercial business development and related services on behalf of QID.
During the year ended December 31, 2025, the Company recognized revenue from services performed under a Statement of Work executed pursuant to the Master Technology Services Agreement ("MTSA") with QID, which became effective on January 1, 2025.
The foregoing description of the December 2024 SPA, December 2024 Pre-Funded Warrants, December 2024 Series A Warrants, and December 2024 Series B Warrants is intended to be a summary, and is qualified by reference to the full text of each of these documents, which were filed as exhibits 10.1, 4.1, 4.2, and 4.3, respectively, to the Company's Current Report on Form 8-K filed with the SEC on December 6, 2024.
The foregoing descriptions of the SPA, Shareholders Agreement, and Consulting Agreement are intended to be summaries, and are qualified by reference to the full text of these agreements filed as exhibits to this Annual Report on Form 10-K. Acquisition of Lexverify Ltd.
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.
There was also a decrease of $28 thousand when comparing the year ended December 31, 2025 to the year ended December 31, 2024 due to lower Interest expense accrued for payroll tax obligations during the year ended December 31, 2024, driven by lower overall compensation during the year ended December 31, 2025 compared to the year ended December 31, 2024.
During the year ended 39 Table of Contents December 31, 2024 research and development expenses decreased, 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. Selling, general, and administrative Selling, general, and administrative (“SG&A”) expenses were generally composed of payroll, legal, and professional fees.
During the year ended December 31, 2025, the Company had a decrease of $2.05 million in Selling, general, and administrative expenses when comparing the year ended December 31, 2025 to the year ended December 31, 2024.
Removed
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.
Added
Recent Developments Resignation of Board Director and Appointment of New Board Director On March 6, 2026, the Board of Directors accepted the resignation of Andrew Scott Francis as a Director of the Company to allow him to have a greater focus on serving as the newly appointed CEO of the Company’s African operations.
Removed
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.
Added
This was documented as part of a unanimous written consent by the Board of Directors, including Mr. Francis. Mr. Francis will continue to serve in his position as Chief Technology Officer of the Company, as well as continue to attend meetings of the Board of Directors in a non-voting, ex officio advisor capacity.
Removed
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.
Added
Concurrently, on March 6, 2026, the Board of Directors of the Company, after receiving a recommendation from the Nomination and Corporate Governance Committee, elected David Curmi to the Company’s Board of Directors as a “Class III” member. Mr. Curmi will also serve as a member of the Compensation Committee of the Board of Directors.
Removed
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.
Added
CyberFish CyberPsychology Solutions Ltd Share Purchase Agreement, Shareholders Agreement, and Consulting Agreement On March 9, 2026, Trust Stamp Malta Limited, a wholly-owned subsidiary of the Company, entered into a Share Purchase Agreement (the “SPA”) with CyberFish CyberPsychology Solutions Ltd, a private company incorporated in England and Wales (“CyberFish”).
Removed
We have agreed to provide indemnification and contribution to Maxim against certain civil liabilities, including liabilities under the Securities Act.
Added
Pursuant to the SPA, Trust Stamp Malta Limited agreed to subscribe to fifty percent (50%) of the authorized share capital of CyberFish in exchange for £190,000 (the “Total Consideration”), consisting of (i) a cash payment of €30,000 payable to Malta Enterprise on behalf of CyberFish and (ii) a cash payment of £30,000 payable to CyberFish (together, the “Cash Consideration”) and (iii) non-cash consideration with an agreed value equal to the remaining balance of the Total Consideration following deduction of the Cash Consideration, comprising the provision of software development, engineering, and related technical services by Trust Stamp Malta Limited and/or other Company group entities.
Removed
The Company is not obligated to make any sales of its Common Stock under the Agreement and no assurance can be given that the Company will sell any shares under the Agreement, or, if it does, as to the price or amount of shares that the Company will sell, or the dates on which any such sales will take place.
Added
Malta Enterprise is a Maltese national development agency that previously provided CyberFish a start-up loan, which is partly being repaid as part of this transaction. On March 9, 2026, the SPA closed, and Trust Stamp Malta Limited acquired 50% of CyberFish in exchange for the consideration described above.
Removed
The Agreement will terminate upon the earlier of (i) the sale of all shares having an aggregate offering price of $6,196,000 pursuant to the Agreement, (ii) twelve (12) months from the date of the Agreement, (iii) mutual termination by both Maxim and the Company upon the provision of fifteen (15) days written notice, and (iv) termination of the Agreement as otherwise permitted therein.
Added
The non-cash consideration became effective as of the closing date and was not a condition to the closing of the SPA. Berta Pappenheim, a member of the Company’s Board of Directors, is the CEO, co-founder, and a director of CyberFish – and prior to the closing of the SPA, she owned 100% of CyberFish.
Removed
Sales of shares of Common Stock under the Agreement will be made pursuant to the Company’s effective registration statement on Form S-3 (Registration No. 333-271091) (the “Registration Statement”) which was declared effective April 12, 2023 and a related prospectus supplement which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 25, 2025 (the “ATM Prospectus”).
Added
Ms Pappenheim is no longer regarded as an independent director of the Company. Also on the March 9, 2026, in connection with the closing of the SPA, and to govern the parties’ ongoing relationship as shareholders of CyberFish, Trust Stamp Malta Limited entered into a Shareholders Agreement (the “Shareholders Agreement”) with (i) Berta Pappenheim and (ii) CyberFish.
Removed
The ATM Prospectus relates to the offering of up to $6,196,000 worth of shares of the Company’s Common Stock from time to time. The issuance and sale, if any, of Common Stock under the Agreement is subject to the effectiveness of the Registration Statement and “baby shelf” limitations under General Instruction I.B.6. of Form S-3.
Added
The Shareholders Agreement contains provisions governing, among other things, the governance and management of CyberFish, board composition and voting, shareholder consent matters, information and reporting rights, financing expectations, and transfer restrictions with respect to shares of CyberFish. 37 Table of Contents Also on March 9, 2026, Trust Stamp Malta Limited entered into a Consulting Agreement (the “Consulting Agreement”) with CyberFish.
Removed
The foregoing summary of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which was filed as Exhibit 1.1 to the Company's Current Report on Form 8-K filed with the SEC on February 26, 2025.
Added
Under the Consulting Agreement, CyberFish agreed to provide consulting services relating to market development in the United Kingdom, including market entry and expansion strategy, business development, partnership identification, and related services. CyberFish designated Berta Pappenheim as key personnel to perform the services on its behalf.
Removed
Appointment of New Chief Financial Officer On January 17, 2025, the Board of Directors of the Company appointed Lance Wilson as the Company’s new Chief Financial Officer ("CFO"), to fill the vacancy in the position left after Alex Valdes’s resignation as Chief Financial Officer effective January 2, 2025.
Added
The Consulting Agreement contemplates that the services will be performed for an average of three (3) days per week over a rolling six-week period. In consideration for the services, Trust Stamp Malta Limited will pay CyberFish fees of £65,000 per year, payable in twelve equal monthly installments.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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

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