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T Stamp Inc

For the period ended Jun 30, 2024. Filed Aug 13, 2024.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2024 · Filed Aug 13, 2024

IDAI$2.26+3.7%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-03-31; filed 2024-05-16.

0001718939-24-000085

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2024-06-30; filed 2024-08-13.

0001718939-24-000135

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 111 previous paragraphs and 134 current paragraphs.

56 unchanged; 46 reworded; 19 added; 9 removed; 0 previous and 13 current paragraphs rearranged.

Tables are not compared: 14 previous and 24 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (19)

Current report

The Company recently announced the development of a biometric authentication process for wire transfers and other high value transactions, a product of particular and immediate relevance to financial institutions concerned about the potential of deep fake attacks on existing authentication systems. The Company currently has three new banking clients who have indicated willingness to participate in a trial of the product scheduled for Q3 of 2024.

Current report

The Company is developing products and working with partners and industry organizations in other sectors that offer significant market opportunities and has entered into go-to-market or licensing agreements, including global data location services, healthcare, IoT, automotive dealer services, and computer vision for UAV operations. We anticipate licensing our technology in numerous fields, typically through established partners who will integrate our technology into field-specific applications.

Current report

Depreciation and amortization (“D&A”) decreased by $6 thousand, or 3.25% for the three months ended June 30, 2024, compared to the three months ended June 30, 2023. The primary driver for the decrease in D&A is due to fully depreciating the Pixelpin (a company we acquired in March 2021) intangible asset during the three months ended March 31, 2024. There was $0 of Pixelpin amortization expense during the three months ended June 30, 2024 compared to $6 thousand during the three months ended June 30, 2023.

Current report

Other income decreased by $176 thousand for the three months ended June 30, 2024, compared to the three months ended June 30, 2023. The decrease was primarily due to a $213 thousand gain on the sale of certain mobile hardware assets that occurred during the three months ended June 30, 2023, which was a one-time event and did not recur during the three months ended June 30, 2024. Likewise, during the three months ended June 30, 2024 Trust Stamp received $41 thousand from the University of Malta for a grant program, "Fusion; Technology Development Programme", aiming to provide state financing in the form of grants for research, development and innovation in science and technology. The Company received 50% of the applicable grant in May 2024. The Company expects to receive and recognize the remaining funds once the project is completed.

Current report

During the six months ended June 30, 2024, Net revenue increased by $155 thousand, or a 16.82% increase from the Net revenue of $919 thousand for the six months ended June 30, 2023. During the six months ended June 30, 2024, the $1.07 million in Net revenue consisted of $658 thousand from an S&P 500 bank, $238 thousand from Mastercard, and various other customers for the remaining $178 thousand. The majority of the increase in net revenue during the six months ended June 30, 2024 compared to the prior period is the result of an S&P 500 bank adopting the Orchestration Layer, which increased gross revenue by $405 thousand during the six months ended June 30, 2024.

Current report

In addition, the Company saw an increase in service requests during the six months ended June 30, 2024 resulting in an increase of $22 thousand when compared to the six months ended June 30, 2023. Apart from an increase in service requests, more development hours were charged directly to cost of sales for the six months ended June 30, 2024 when compared to the six months ended June 30, 2023.This increase was mainly due to a specific request made, by one of our main customers, for our development team to work on a specific project during the six months ended June 30, 2024.

Current report

Selling, general, and administrative expense (“SG&A”) increased by $777 thousand, or 20.19%, for the six months ended June 30, 2024, compared to the six months ended June 30, 2023. The increase in SG&A expense was driven by a $1.07 million increase in salaries, stock-based compensation, payroll costs, and sales commissions during the six months ended June 30, 2024. Headcount increased by 3.75%, from 80 FTE for the six months ended June 30, 2023, compared to 83 FTE for the six months ended June 30, 2024 due to reinforcing our sales resources and bringing in-house technical positions that were previously outsourced. Included in the $1.07 million increase is an increase of $466 thousand in SG&A during the six months ended June 30, 2024 due to the timing of stock-based compensation awards. In addition, the Company had an increase in dues and subscriptions, due to continued business development and growth, of $84 thousand during the six months ended June 30, 2024 when compared to the six months ended June 30, 2023. Furthermore, there was a $109 thousand increase in SG&A when comparing the six months ended June 30, 2024 to the six months ended June 30, 2023 resulting from the reversal of out-of-period costs incurred during the six months ended June 30, 2023 associated with carrying mobile hardware assets, reversed due to the cancellation of the related mobile hardware subscription.

Current report

During the six months ended June 30, 2024, Net cash flows from financing activities was $1.63 million, compared to Net cash flows from financing activities of $7.42 million for the six months ended June 30, 2023. During the six months ended June 30, 2024, the Company raised $1.69 million in net proceeds from a securities purchase agreement with an institutional investor for the issuance of Class A Common Stock, pre-funded warrants, and common stock warrants. See Note 3 to the unaudited condensed consolidated financial statements provided under Item 1 of this report for more details. In addition, there was a $57 thousand in tax withholding payments for net issuances on employee equity compensation issued during the six months ended June 30, 2024.
Removed paragraphs (9)

Previous report

The Company is developing products and working with partners and industry organizations in other sectors that offer significant market opportunities, in particular, the IOT, global data management, healthcare, Metaverse platform and cryptographic key and account credential safekeeping sectors. For example, the Company has developed a “crypto key vault” solution that leverages proven facial biometric authentication and irreversible data transformation technology to protect private keys for digital assets while ensuring long-term data protection and access credential availability.

Previous report

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

Previous report

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

Previous report

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

Previous report

The Company agreed to provide the Selling Stockholder a right of participation in any subsequent financings of the Company from the date of the Closing until the date that is 18 months thereafter in which the Company issues shares of its common stock (or common stock equivalents). In such an event, the Selling Stockholder will have the right to participate in that financing in up to an amount equal to 25% of the amount raised in that financing on the same terms, conditions and price provided to other Selling Stockholders in the financing.

Previous report

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

Previous report

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

Previous report

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

Previous report

During the three months ended March 31, 2024, Net cash flows from financing activities was $22 thousand, compared to Net cash flows from financing activities of $103 thousand for the three months ended March 31, 2023. During the three months ended March 31, 2024, there was a $22 thousand tax withholding accrual for net issuances on employee equity compensation and $0 thousand for a prepayment of legal fees for the April 2024 investment discussed above in "Subsequent Investment and Pro Forma Balance Sheet".
Reworded paragraphs (46)

Previous wording

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and the accompanying notes thereto included elsewhere in this Quarterly Report on Form 10-Qand with our audited consolidated financial statements and the accompanying notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023, as previously filed with the Commission. This discussion contains forward-looking statements based upon current plans, expectations, and beliefs, involving risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements. Our historical results are not necessarily indicative of the results that may be expected for any period in the future.

Current wording

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and the accompanying notes thereto included elsewhere in this Quarterly Report on Form 10-Q and with our audited consolidated financial statements and the accompanying notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023, as previously filed with the Commission. This discussion contains forward-looking statements based upon current plans, expectations, and beliefs, involving risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements. Our historical results are not necessarily indicative of the results that may be expected for any period in the future.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

To address this unprecedented danger and increased cross-industry need to establish trust quickly and securely in virtual environments, Trust Stamp has developed its Irreversibly Transformed Identity Token, or IT 2 TM, solutions. These solutions replace biometric templates with a cryptographic hash that can never be rebuilt into the original data and cannot be used to identify the subject outside the environment for which it is designed.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

•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.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

Trust Stamp addresses this market through its biometric authentication and liveness detection products. These products offer our proprietary IT 2 token to perform biometric matching in a secure and tokenized domain. This permits biometric authentication without the risk of storing pictures and biometric templates.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

Trust Stamp’s most important technology is the Irreversibly Transformed Identity Token or IT 2, which is combined with a data architecture that can use one or multiple sources of biometric or other identifying data. Once a “hash translation” algorithm is created, like-modality hashes are comparable regardless of their origin. The IT 2 protects against system and data redundancy, providing a lifelong “digital-DNA” that can store (or pivot to) any type of KYC or relationship data with fields individually hashed or (salted and) encrypted, facilitating selective data sharing. Products utilizing the IT 2 are Trust Stamp’s primary products, accounting for the majority of its revenues during the six months ended June 30, 2024.

Previous wording

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

Current wording

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 2022, the Company added to its product offerings a modular and highly scalable SaaS model with low-code or no implementation (“the Orchestration Layer”). Although the Company remains open to significant opportunities to deliver custom solutions, sales of Orchestration Layer products are the primary focus of the Company’s sales and development initiatives. This strategic pivot in the Company’s go-to-market approach negatively impacted revenue in 2023 but we believe it will substantially increase potential revenue.

Previous wording

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

Current wording

Historically, the Company generated most of its income through 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 five-year technology services agreement entered into in March 2019 and extended in March 2024 to April 2027 (the "TSA”). Both of those relationships remain strong, and the Company anticipates future revenue growth from the two relationships.

Previous wording

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

Current wording

Under the TSA, IT 2 technology is being implemented by Mastercard for Humanitarian & Development purposes as a core element of its Community Pass and Inclusive Identity offerings. Use cases include financial services for individuals and businesses and 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. In addition, the Company is paid on a “per user per year” basis for all transactions utilizing its technology. In December of 2022, the Company entered into a modification of the agreed pricing schedule with Mastercard to move from a per-use to a per-user-year model to broaden the range of potential use cases. The TSA may be terminated by either party in the event of a material breach by the other party that remains uncured within thirty days after notice is received of such a breach. Either party may terminate the TSA if the other party becomes, including, but not limited to, insolvent, subject to bankruptcy, dissolved, or liquidated. Unless the TSA is terminated, the TSA will automatically renew for additional one-year periods in perpetuity unless either party provides ninety days' written notice of intent not to renew. To date, the Company has received guaranteed minimum annual payments on account of usage. According to the October 2023 interview of Mastercard Executive Vice President and Founder of the Community Pass from the article titled “Mastercard’s Community Pass founder says digital ID platform improving lives, digital inclusion,” published by Biometric Update. Mastercard’s Community Pass program currently serves approximately 3.5 million users and is targeting 30 million users by 2027. Based on information provided to us by Mastercard, we anticipate user-based revenue will start in 2024 and grow year-on-year thereafter.

Previous wording

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.

Current wording

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

Previous wording

The Orchestration Layer is a low-code platform that is designed to be a one-stop shop for Trust Stamp services and provides easy integration to our products; chargeable on a per-use basis. The Orchestration Layer utilizes the Company’s next-generation identity package, offering rapid deployment across devices and platforms, with custom workflows that seamlessly orchestrate trust across the identity lifecycle for a consistent user experience in processes for onboarding and KYC/AML, multi-factor authentication, account recovery, fraud prevention, compliance, and more. The Orchestration Layer facilitates no-code and low-code implementations of the Company’s technology making adoption and updating faster and cost-effective for a broader range of potential customers.

Current wording

The Orchestration Layer is a low-code platform designed to be a one-stop shop for Trust Stamp services and provides easy integration to our products, which are chargeable on a per-user basis. The Orchestration Layer utilizes the Company’s next-generation identity package, offering rapid deployment across devices and platforms, with custom workflows that seamlessly orchestrate trust across the identity lifecycle for a consistent user experience in processes for onboarding and KYC/AML, multi-factor authentication, account recovery, fraud prevention, compliance, and more. The Orchestration Layer facilitates no-code and low-code implementations of the Company’s technology, making adoption and updating faster and more cost-effective for a broader range of potential customers.

Previous wording

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

Current wording

In the third quarter of 2022, the Company acquired its first 2 new customers on the Orchestration Layer through its partnership with FIS, and in the fourth quarter of 2022, 4 additional FIS customers onboarded. As of June 30, 2024, a total of 54 financial institutions with over $345 billion in assets have been onboarded via FIS, bringing the total number of (FIS and non-FIS) customers either fully implemented or are currently implementing the Orchestration Layer to 62. The first (non-FIS) client onboarded to the Orchestration Layer in the third quarter of 2022 has generated $343 thousand of revenue for the Company to date including $110 thousand during the six months ended June 30, 2024. Although each institution onboarded via FIS pays a small onboarding fee, given the typical time a financial institution takes to test, implement, and roll out any new technology, the Company does not anticipate significant revenue from the new FIS customers until late 2024.

Previous wording

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

Current wording

Reinforced by the product-market fit indicated by the FIS rollout, the Company is building an internal direct sales force to offer the Orchestration Layer to non-FIS institutions. This expansion into direct sales is a work in progress, and the Company is dynamically adapting its approach based on progress toward acceptable success metrics.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

Adjusted EBITDA loss (non-GAAP) for the three months ended June 30, 2024, increased by 2.85%, to $2.13 million from $2.07 million for the three months ended June 30, 2023. The overall increase in Adjusted EBITDA loss (non-GAAP) was driven primarily by the increase in Selling, general, and administrative expenses for the three months ended June 30, 2024 when compared to the three months ended June 30, 2023. See “Results of Operations” below for further discussion on the drivers behind the increase in Adjusted EBITDA loss (non-GAAP) during the three months ended June 30, 2024.

Previous wording

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

Current wording

The following table summarizes our consolidated statements of operations for the three and six months ended June 30, 2024 and 2023:

Previous wording

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

Current wording

During the three months ended June 30, 2024, Net revenue increased to $500 thousand, or an 8.59% increase from the Net revenue of $461 thousand for the three months ended June 30, 2023. During the three months ended June 30, 2024, the $500 thousand in Net revenue consisted of $331 thousand from an S&P 500 bank, $84 thousand from Mastercard, and various other customers for the remaining $85 thousand. The majority of the increase in net revenue during the three months ended June 30, 2024 compared to the prior period is the result of an S&P 500 bank adopting the Orchestration Layer, which increased gross revenues earned during the three months ended June 30, 2024 by $189 thousand.

Previous wording

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

Current wording

Cost of services (“COS”) increased by $44 thousand or 21.33% for the three months ended June 30, 2024, compared to the three months ended June 30, 2023. The increase during this period was primarily driven by costs of $40 thousand for the expansion of our proof of identity solutions using a third-party as required for proof of identity contracts. The solution was not considered a cost of sale until the third quarter of 2023, thus, there were no expenses for this solution during the three months ended June 30, 2023.

Previous wording

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

Current wording

Research and development (“R&D”) expenses decreased by $10 thousand, or 1.68% for the three months ended June 30, 2024, compared to the three months ended June 30, 2023. The decrease in R&D expense during the three months ended June 30, 2024 was primarily driven by the decrease in outsourced software development as the Company continued to transition this work internally which results in cost savings as internal work is more cost effective. Comparatively, outsourced software development costs decreased by 97.19% when comparing the three months ended June 30, 2024 to the three months ended June 30, 2023. In both periods, R&D expenses mainly were related to R&D payroll and other R&D compensation expenses.

Previous wording

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

Current wording

Selling, general, and administrative expense (“SG&A”) increased by $255 thousand, or 13.57%, for the three months ended June 30, 2024, compared to the three months ended June 30, 2023. The increase in SG&A expense was driven by a $468 thousand increase in salaries, stock-based compensation, payroll costs, and sales commissions during the three months ended June 30, 2024. Headcount increased by 3.75%, from 80 full-time employees ("FTE") as of June 30, 2023, compared to 83 FTE as of June 30, 2024 due to reinforcing our sales resources and bringing in-house technical positions that were previously outsourced. Included in the $468 thousand was an increase of $216 thousand during the three months ended June 30, 2024 due to the timing of stock-based compensation awards.

Previous wording

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

Current wording

The Company’s Operating loss increased by $243 thousand or 10.20% for the three months ended June 30, 2024, compared to the three months ended June 30, 2023. The increase in Operating loss was mostly related to the increase of $283 thousand or 9.94% rise in operating expenses as a result of bolstering our sales resources and bringing in-house technical positions that outpaced Net revenue growth.

Previous wording

The Company recognized a gain in Change in fair value of warrant liability during the three months ended March 31, 2024 of $2 thousand compared to a loss of $1 thousand during the three months ended March 31, 2023. This change is based on the fair value assessment and adjustment for one warrant liability as described in Note 3 to the unaudited condensed consolidated financial statements provided under Item 1 of this report.

Current wording

The Company recognized a gain in Change in fair value of warrant liability during the three months ended June 30, 2024 of $2 thousand compared to a gain of $7 thousand during the three months ended June 30, 2023. This change is based on the fair value assessment and adjustment for one warrant liability as described in Note 3 to the unaudited condensed consolidated financial statements provided under Item 1 of this report.

Previous wording

During the three months ended March 31, 2024, the Company generated $297 thousand total revenue from customers using the Orchestration Layer including implementing the Orchestration Layer platform for 34 new enterprise customers through FIS on the Software-as-a-Service (SaaS) platform. In comparison, during the three months ended March 31, 2023, the Company generated $58 thousand total revenue from Orchestration Layer customers. Since its launch in the third quarter of 2022, there have been 51 enterprise customers on the Orchestration Layer platform, including 48 financial institutions, as of March 31, 2024. Additionally, revenue from the Orchestration Layer's flagship enterprise customer grew 26.24% between the comparative periods as a result of transitioning and launching the customer on the Orchestration Layer platform. Orchestration Layer's flagship enterprise customer is already in full production and generating monthly recurring revenue with gross margins in excess of 83.44%. Finally, the Company's S&P 500 bank customer began its transition to an augmented version of the SaaS platform during the three months ended March 31, 2024.

Current wording

During the six months ended June 30, 2024, the Company generated $614 thousand total revenue from customers using the Orchestration Layer including implementing the Orchestration Layer platform for 14 new enterprise customers added during the six months ended June 30, 2024 through FIS on the Software-as-a-Service (SaaS) platform. In comparison, during the six months ended June 30, 2023, the Company generated $219 thousand total revenue from Orchestration Layer customers. Since its launch in the third quarter of 2022, there have been 62 enterprise customers on the Orchestration Layer platform, including 54 financial institutions, as of June 30, 2024. Additionally, revenue from the Orchestration Layer's flagship enterprise customer grew 23.16% between the comparative periods as a result of transitioning and launching the customer on the Orchestration Layer platform. Orchestration Layer's flagship enterprise customer is already in full production and generating monthly recurring revenue with gross margins in excess of 83.30%. Finally, the Company's S&P 500 bank customer completed its transition to an augmented version of the SaaS platform during the six months ended June 30, 2024.

Previous wording

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

Current wording

The increases in SG&A were offset by notable reductions in SG&A for the six months ended June 30, 2024 including a total reduction of $540 thousand in professional fees, management consulting and training, and office rent as direct result of the Company's recent non-personnel cost cutting initiative.

Previous wording

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

Current wording

Depreciation and amortization (“D&A”) decreased by $40 thousand, or 9.95% for the six months ended June 30, 2024, compared to the six months ended June 30, 2023. The primary driver for the decrease in D&A relates to the Company selling mobile hardware in April 2023. As a result of the sale, there is $0 expense for mobile hardware depreciation during the six months ended June 30, 2024 and $30 thousand of expense for mobile hardware depreciation during the six months ended June 30, 2023.

Previous wording

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

Current wording

Interest expense, net increased by $15 thousand, or 76.66% for the six months ended June 30, 2024, compared to the six months ended June 30, 2023.The increase in interest expense is primarily due to an increase of $9 thousand as a result of the Malta loan interest rate increasing from 4.5% for the six months ended June 30, 2023 to 6.5% for the six months ended June 30, 2024. Additionally, the Company recorded $4 thousand in interest expense during the six months ended June 30, 2024 for interest accrued on Malta's tax obligations. Interest earned decreased by $148 to $167 for the six months ended June 30, 2024 from $315 for the six months ended June 30, 2023.

Previous wording

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

Current wording

Other income decreased by $32 thousand for the six months ended June 30, 2024, compared to the six months ended June 30, 2023. The decrease is primarily due to a $213 thousand gain on the sale of certain mobile hardware assets during the six months ended June 30, 2023, which was a one-time event and did not recur during the six months ended June 30, 2024. This decrease was offset by a $187 thousand gain from a settlement of a mobile hardware bill that was outstanding as of June 30, 2023, which we negotiated for a lower payment, and paid during the six months ended June 30, 2024.

Previous wording

Other expense increased by $6 thousand for the three months ended March 31, 2024, compared to the three months ended March 31, 2023. The Company incurred $6 thousand in unrealized loss on foreign currency translation expense for the three months ended March 31, 2024, for intercompany transactions between the parent company, T Stamp Inc., and its subsidiaries, Trust Stamp Rwanda Limited with currencies denominated in United States Dollars and Rwandan Franc, respectively.

Current wording

Other expense decreased by $4 thousand for the six months ended June 30, 2024, compared to the six months ended June 30, 2023. The Company incurred $6 thousand in unrealized loss on foreign currency translation expense for the six months ended June 30, 2024, for intercompany transactions between the parent company, T Stamp Inc., and its subsidiaries, Trust Stamp Rwanda Limited with currencies denominated in United States Dollars and Rwandan Franc, respectively.

Previous wording

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

Current wording

As of June 30, 2024, the Company had approximately $660 thousand cash in its banking accounts. The Company is generating revenues, but has not yet generated profits, with a net loss for the six months ended June 30, 2024 of $5.28 million, Net operating cash outflows of $3.76 million for the same period, and an accumulated deficit of $56.13 million as of June 30, 2024. The Company is not currently generating sufficient amounts of cash to meet its requirements for the next 12 months. The Company anticipates that it will need to raise capital from equity and/or debt financings within the next six (6) months in order to fund its operations.

Previous wording

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

Current wording

On July 13, 2024, T Stamp Inc. entered into a Securities Purchase Agreement (the “SPA”) with a certain investor (the “Purchaser”). Pursuant to the terms of the SPA, the Purchaser agreed, at the closing of the SPA (the “Closing”) and upon the terms and subject to the conditions set forth in the SPA, to purchase from the Company 4,597,701 shares of Class A Common Stock, par value $0.01 of the Company (the “Class A Common Stock”) at $0.435 per share, which was equal to the closing price of the Company’s Class A Common Stock on the Nasdaq Stock Market on July 11, 2024. The total purchase price for the shares was agreed to be paid pursuant to three promissory notes issued by the Purchaser to the Company comprised of (i) a $500,000 promissory note payable on July 31, 2024, which was paid on July 25, 2024; (ii) a $500,000 promissory note payable on August 31, 2024; and (iii) a $1,000,000 promissory note payable within three (3) trading days of an effective resale registration statement as contemplated by the Registration Rights Agreement. The Company filed a resale registration statement on Form S-3 for this purpose on July 18, 2024 (File No.: 333-280884), which is currently under review by the Commission. As of the date of this Quarterly Report on Form 10-Q, the resale registration statement is not yet effective. None of the promissory notes accrue interest, and each may be repaid before their respective due dates.

Previous wording

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

Current wording

On July 13, 2024 (the “Closing Date”), the Closing of the SPA occurred, and the Company issued 4,597,701 shares of Class A Common Stock to the Purchaser at $0.435 in exchange for the three promissory notes described above, totaling $2,000,000 in combined principal. The Closing of the SPA was subject to a number of customary closing conditions, including, but not limited to, the Company’s entry into a Registration Rights Agreement, the execution of which were conditions to the Closing of the SPA. Additionally, as part of the Closing of the SPA, the Purchaser executed a Voting Limitation Agreement.

Previous wording

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

Current wording

The following table sets forth our consolidated cash and cash equivalents and capitalization as of June 30, 2024 on an actual basis and as adjusted basis to reflect (i) cash received on July 25, 2024 upon the repayment of the first $500,000 promissory note; and (ii) receivable for the second and third promissory notes totaling $1,500,000.

Previous wording

The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company is a business that has not yet generated profits, with a Net loss for the three months ended March 31, 2024 of $2.68 million, Net operating cash outflows of $2.16 million for the same period, and an Accumulated deficit of $53.53 million as of March 31, 2024.

Current wording

The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company is a business that has not yet generated profits, with a Net loss for the six months ended June 30, 2024 of $5.28 million, Net operating cash outflows of $3.76 million for the same period, and an Accumulated deficit of $56.13 million as of June 30, 2024.

Showing the first 40 of 46 pairs. Open the source sections for the rest.

Rearranged current paragraphs (13)

Current report — wording carried from elsewhere

Adjusted EBITDA loss (non-GAAP) for the six months ended June 30, 2024, increased by 3.25%, to $4.49 million from $4.35 million for the six months ended June 30, 2023. The overall increase in Adjusted EBITDA loss (non-GAAP) was driven primarily by the increase in Selling, general, and administrative expenses for the six months ended June 30, 2024 when compared to the six months ended June 30, 2023. See “Results of Operations” below for further discussion on the drivers behind the increase in Adjusted EBITDA loss (non-GAAP) during the six months ended June 30, 2024.

Current report — wording carried from elsewhere

During the three months ended June 30, 2024, the Company generated $317 thousand total revenue from customers using the Orchestration Layer. This includes implementing the Orchestration Layer platform for 6 new enterprise customers through FIS on the Software-as-a-Service (SaaS) platform during the three months ended June 30, 2024. In comparison, during the three months ended June 30, 2023, the Company generated $112 thousand total revenue from Orchestration

Current report — wording carried from elsewhere

Layer customers. Since its launch in the third quarter of 2022, there have been 62 enterprise customers on the Orchestration Layer platform, including 54 financial institutions, as of June 30, 2024. Additionally, revenue from the Orchestration Layer's flagship enterprise customer grew 20.47% between the comparative periods as a result of transitioning and launching the customer on the Orchestration Layer platform. Orchestration Layer's flagship enterprise customer is already in full production and generating monthly recurring revenue with gross margins in excess of 83.15%. Finally, the Company S&P 500 bank customer complete its transition to an augmented version of the SaaS platform during the three months ended June 30, 2024.

Current report — wording carried from elsewhere

The increases in SG&A were offset by notable reductions in SG&A for the three months ended June 30, 2024 including a total reduction of $302 thousand in professional fees, marketing, office rent, and other operating costs.

Current report — wording carried from elsewhere

Interest expense, net increased by $7 thousand, or 71.28% for the three months ended June 30, 2024, compared to the three months ended June 30, 2023.The increase in interest expense is primarily due to an increase of $5 thousand as a result of the Malta loan interest rate increasing from 4.5% for the three months ended June 30, 2023 to 6.5% for the three months ended June 30, 2024. Interest earned decreased by $105 to $50 for the three months ended June 30, 2024 from $155 for the three months ended June 30, 2023.

Current report — wording carried from elsewhere

Other expense decreased by $2 thousand for the three months ended June 30, 2024, compared to thethree months ended June 30, 2023. The Company incurred$0 and$3 thousand in unrealized loss on foreign currency translation expense for the three months ended June 30, 2024 and three months ended June 30, 2023, respectively, for intercompany transactions between the parent company, T Stamp Inc., and its subsidiaries, Trust Stamp Rwanda Limited with currencies denominated in United States Dollars and Rwandan Franc. Likewise, the Company incurred a $369 loss for fixed asset disposal for the three months ended June 30, 2024.

Current report — wording carried from elsewhere

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

Current report — wording carried from elsewhere

Cost of services (“COS”) increased by $121 thousand or 28.78% for the six months ended June 30, 2024, compared to the six months ended June 30, 2023. The increase during this period was primarily driven by costs of $100 thousand for the expansion of our proof of identity solutions using a third-party as required for proof of identity contracts. The solution was not considered a cost of sale until the third quarter of 2023, thus, there were no expenses for this solution during the six months ended June 30, 2023.

Current report — wording carried from elsewhere

Research and development (“R&D”) expenses decreased by $190 thousand, or 15.76% for the six months ended June 30, 2024, compared to the six months ended June 30, 2023. The decrease in R&D expense during the six months ended June 30, 2024 was primarily driven by the decrease in outsourced software development as the Company continued to transition this work internally which results in cost savings as internal work is more cost effective. Comparatively, outsourced software development costs decreased by 79.34% when comparing the six months ended June 30, 2024 to the six months ended June 30, 2023. In both periods, R&D expenses mainly were related to R&D payroll and other R&D compensation expenses.

Current report — wording carried from elsewhere

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

Current report — wording carried from elsewhere

The Company’s Operating loss increased by $513 thousand or 10.33% for the six months ended June 30, 2024, compared to the six months ended June 30, 2023. The increase in Operating loss was mostly related to the increase of $667 thousand or 11.35% rise in operating expenses as a result of bolstering our sales resources and bringing in-house technical positions which led to increases in our SG&A expenses that outpaced Net revenue growth.

Current report — wording carried from elsewhere

Change in fair value of warrant liability

Current report — wording carried from elsewhere

The Company recognized a gain in Change in fair value of warrant liability during the six months ended June 30, 2024 of $5 thousand compared to a gain of $6 thousand during the six months ended June 30, 2023. This change is based on the fair value assessment and adjustment for one warrant liability as described in Note 3 to the unaudited condensed consolidated financial statements provided under Item 1 of this report.