T Stamp Inc
For the period ended Jun 30, 2025. Filed Aug 14, 2025.
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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, 2025 · Filed Aug 14, 2025
IDAI$2.26+3.7%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-15.
0001718939-25-000109
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-14.
0001718939-25-000139
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe 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 135 previous paragraphs and 180 current paragraphs.
101 unchanged; 28 reworded; 40 added; 6 removed; 0 previous and 11 current paragraphs rearranged.
Tables are not compared: 13 previous and 23 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 (40)
Current report
Secured Promissory Note
Current report
On July 1, 2025, the Company entered into a Note Purchase Agreement (the “Agreement”), with Streeterville Capital LLC (the “Investor”), pursuant to which the Company issued a Secured Promissory Note (the “Note”) to the Investor in the principal amount of $2,210,000.
Current report
The Note carries an original issue discount of $200,000 (the “OID”). In addition, Company agreed to pay $10,000 to the Investor to cover Investor’s legal fees, accounting costs, due diligence, monitoring and other transaction costs incurred in connection with the purchase and sale of the Note (the “Transaction Expense Amount”). The OID and Transaction Expense Amount were included in the initial principal balance of the Note. The purchase price of the Note, therefore, was $2,000,000, computed as follows: $2,210,000 initial principal balance, less the OID, less the Transaction Expense Amount.
Current report
The Note accrues interest at nine percent (9%) per annum and is due and payable on November 1, 2026. The Company may prepay all or a portion of the outstanding principal and interest of the Note at any time. In addition, any time the Company receives any money in connection with any fundraising or financing transaction (including, but not limited to, any warrant exercises, “at the market” financing, equity line of credit or debt financing), it must immediately make a mandatory prepayment to the Investor in an amount equal to the lesser of (a) fifty percent (50%) of the amount raised in such transaction, and (b) the total outstanding balance due under the Note as of the closing date of such financing, payable within two (2) trading days of receiving such amount.
Current report
Further, beginning on March 1, 2026 (the “Redemption Start Date), the Investor has the right, in its sole discretion, to redeem up to a specified maximum monthly amount due under the Note by delivering one or more written redemption notices to the Company. Upon receipt of a redemption notice, the Company is required to pay the applicable redemption amount plus an Exit Fee (as defined further below) in cash within two trading days. If, by the end of any month following the redemption start date, the Company has not reduced the outstanding balance by at least the maximum monthly redemption amount, the Company must pay the shortfall (plus the Exit Fee) in cash by the fifth day of the following month. Failure to do so will result in an automatic increase of the outstanding balance by 1% as of such date. Mandatory prepayments do not satisfy the Company’s redemption obligations under this provision.
Current report
All payments made under this Note after the Redemption Start Date (including, but not limited to, repayment of the Note at maturity or thereafter) will be subject to an exit fee of seven percent (7%) of the portion of the outstanding balance being repaid (the “Exit Fee”).
Current report
The Note includes customary default trigger events, including, among others: (i) failure by the Company to timely make payments due under the Note; (ii) bankruptcy or insolvency events involving the Company; (iii) the execution or consummation of a Fundamental Transaction (i.e. a merger, sale of all or substantially all assets, change of control, recapitalization, or other business combination or restructuring involving the Company or its subsidiaries that results in a change in voting power or asset ownership without full repayment of the Note); (iv) breaches of covenants or other agreements in the Note or related transaction documents; (v) material misstatements of representations or warranties; and (vi) entry of certain judgments against the Company or certain adverse proxy activity. Upon the occurrence of a trigger event, the Investor may elect to increase the outstanding balance of the Note or require the Company to cure the event within five trading days. If uncured, the trigger event becomes an event of default. Upon an event of default, the Investor may accelerate the Note, making the outstanding balance immediately due and payable at the “Mandatory Default Amount,” and interest will begin accruing at a default interest rate of 22% per annum (or the maximum rate permitted by law). Certain insolvency-related trigger events result in an automatic default and acceleration without notice. The Note also includes a waiver of offset and counterclaim rights by the Company.
Current report
The Company’s obligations under the Note are secured by: (i) all of Company’s assets (as further described in the related Security Agreement between the Company and the Investor filed as Exhibit 10.39 to this Quarterly Report and (ii) the Company’s intellectual property (as further described in the related Intellectual Property Security Agreement between the Company and the Investor filed as Exhibit 10.40 to this Quarterly Report).
Current report
The foregoing is intended to be a summary of the Note Purchase Agreement, the Note, the Security Agreement, and Intellectual Property Security Agreement, and is qualified by reference to each of these documents which are filed as Exhibits 10.37, 10.38, 10.39, and 10.40 to this Quarterly Report.
Current report
As of the date of this Quarterly Report, the Company has made sales of 47,000 shares of Common Stock under the Registration Statement for net proceeds of $154 thousand.
Current report
•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). 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. These breaches underscore persistent systemic vulnerabilities across industries and geographies, with material legal, operational, and reputational risks.
Current report
•In 2024, global losses from payment card fraud alone reached approximately $33.8 billion, surpassing the previous year’s figures and driven by escalating card‑not‑present and e‑commerce fraud. 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. 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.
Current report
Stablecoins and other Cryptocurrencies
Current report
•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. Analysts project the market cap of stablecoins to double to around $300–400 billion by 2030, driven by incremental adoption in payments and DeFi. Predicting this growth, the Company invested in developing and patenting technologies that it believes to be important assets to participate in the stablecoin and other cryptocurrency markets, including a patent related to embedding identity data in the metadata of cryptographic tokens and the trademark “Stable Key”. The Company anticipates cryptocurrencies playing a growing role in its customer base in parallel to, and in some cases involving, its traditional financial services customers.
Current report
Effective June 1, 2025, the Company's agreement with the S&P 500 bank was extended to May 31st, 2031, subject to either party having the right to terminate for cause and a right for the customer to cancel for convenience on giving 6 months' notice.
Current report
Under the terms of the extension, the Company receives a guaranteed minimum income stream for services, together with hosting fees and reimbursement of expenses incurred, which are subject to agreed markups of 10% or 20%. Minimum billing for services in the 1st year of the renewal is set at $154,000 per month with annual CPI-related increases. Under the arrangement, total minimum monthly billings will exceed $215,000 per month, subject to CPI-related increases. Based on the strength of the relationship and anticipated service needs, the Company anticipates annual billings exceeding the agreed minimum.
Current report
On February 20, 2025, the Company executed a Master Technology Service Agreement ("MTSA") (effective January 1, 2025) with QID Technologies LLC (“QID”) to provide technical services as agreed from time to time and documented by statements of work. The MTSA provided for an initial minimum payment of $100,000 per calendar month, with the budgeted payment thereafter not to exceed $300,000 per month without mutual agreement. The Company owns a 10% equity interest in QID but is not involved in its management. Reaching the maximum monthly revenue of $300,000 would require QID ramping up its customer-facing activities, a process that is not controlled by the Company. At this time, the ramp-up process has taken longer than anticipated, and despite assurances by QID’s majority owner as to their ongoing commitment to the enterprise, there is no certainty as to the speed at which the services will be delivered and consequently the billing levels in a given month.
Current report
(*) Adjusted retroactively for reverse stock splits, see Note 1.
Current report
The Company also had an increase of $93 thousand in Net revenue during the three months ended June 30, 2025 as a result of increased billing driven by new feature work and platform updates for the S&P 500 bank. The increases to Net revenue were partially offset by a new amendment of our agreement with Mastercard executed in February 2025, with reduced fixed monthly license fees due under the previous iteration of the agreement with Mastercard. As a result, during the three months ended June 30, 2025, the Company recognized $30 thousand for license fees under our agreement with Mastercard, meanwhile, during the three months ended June 30, 2024 the Company recognized $86 thousand.
Current report
Cost of services (“COS”) increased by $115 thousand or 46.61% for the three months ended June 30, 2025, compared to the three months ended June 30, 2024. The increase during the three months ended June 30, 2025 was primarily driven by a$36 thousand increase in web services costs from both one-time projects and increased third party vendor expense. Additionally, there was a $31 thousand increase in internal developer COS allocations as a result of work completed for the new QID Master Services Agreement. The Company also noted a $25 thousand increase inother internal developer costs as a result of increased service requests by our S&P 500 bank customer and a$22 thousand increase due toincreased usage of driver license validations under our existing contract with the S&P 500 bank.
Current report
Depreciation and amortization (“D&A”) increased by $7 thousand, or 3.91% for the three months ended June 30, 2025, compared to the three months ended June 30, 2024. The primary driver for the increase in D&A is due to software amortization brought about by the increase in Capitalized internal-use software during the three months ended June 30, 2025.
Current report
Other income decreased by $24 thousand for the three months ended June 30, 2025, compared to the three months ended June 30, 2024. During the three months ended June 30, 2025 the Company recognized $18 thousand from two Xjenza projects that the Company had entered into with the government of Malta. Both agreements were not in place during the three months ended June 30, 2024. 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.
Current report
Comparison of the Six Months Ended June 30, 2025 and 2024
Current report
Net revenue
Current report
During the six months ended June 30, 2025 , Net revenue increased to $1.36 million, or an 26.45% increase from the Net revenue of $1.07 million for the six months ended June 30, 2024. During the six months ended June 30, 2025, the $1.36 million in Net revenue consisted of $777 thousand from an S&P 500 bank, $339 thousand from QID under the Master Technology Services Agreement, $78 thousand from Triton, $70 thousand from Mastercard, $68 thousand from FIS and various other customers for the remaining $27 thousand.
Current report
Cost of services
Current report
Cost of services (“COS”) increased by $121 thousand or 22.41% for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The primary driver of the increase in COS during the six months ended June 30, 2025 was an $82 thousand increase in internal developer COS allocations as a result of work completed for the new QID Master Services Agreement. Additionally, there was an increase of $58 thousand in COS during the six months ended June 30, 2025 compared to the six months ended June 30, 2024 due toincreased usage of driver license validations under our existing contract with the S&P 500 bank and the Company had an increase of $33 thousand due to an increase in web services costs resulting from both one-time projects and increased third party vendor expense.
Current report
The increases were partially offset by a decrease of $53 thousand in other internal developer costs during the six months ended June 30, 2025 that mainly are associated with the implementation of orchestration layer and accompanying enhancement projects for our S&P 500 bank customer during the six months ended June 30, 2024 which did not occur during the six months ended June 30, 2025.
Current report
Research and development
Current report
The decrease in R&D expense was partially offset by an increase from R&D salary reallocations to COS and Capitalized software resulting from salary increases approved in June 2025 that were retroactive to January 1, 2025. In both periods, R&D expenses mainly were related to R&D payroll and other R&D compensation expenses.
Current report
Selling, general, and administrative
Current report
In addition, the Company incurred a $431 thousand decreases in legal and professional, travel costs, marketing, dues and subscription, and other operating expenses during the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The decreases in SG&A were partially offset by net variance increases for accounting and audit fees amounting to $141 thousand for the six months ended June 30, 2025.
Current report
Depreciation and amortization
Current report
Depreciation and amortization (“D&A”) increased by 5 thousand, or 1.42% for the six months ended June 30, 2025, compared to the six months ended June 30, 2024. The primary driver for the increase in D&A is due to software amortization, brought about by the increase in Capitalized internal-use software noted as of June 30, 2025.
Current report
Operating loss
Current report
The Company’s Operating loss decreased by $1.63 million or 29.76% for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The decrease in Operating loss was mainly related to the increase in Net revenue as well as decreases in SG&A and R&D expenses.
Current report
Interest expense, net
Current report
Other income
Current report
Other expense
Current report
Additionally, subsequent to June 30, 2025, the Company entered into the Note Purchase Agreement with Streeterville Capital LLC pursuant to which the Company issued a Secured Promissory Note to the Streeterville in the principal amount of $2,210,000. The Note accrues interest at nine percent (9%) per annum and is due and payable on November 1, 2026. The Company may prepay all or a portion of the outstanding principal and interest of the Note at any time. In addition, any time the Company receives any money in connection with any fundraising or financing transaction (including, but not limited to, any warrant exercises, “at the market” financing, equity line of credit or debt financing), it must immediately make a mandatory prepayment to the Investor in an amount equal to the lesser of (a) fifty percent (50%) of the amount raised in such transaction, and (b) the total outstanding balance due under the Note as of the closing date of such financing, payable within two (2) trading days of receiving such amount. See "Recent Developments" under Item 2 of this report for further information on this Secured Promissory Note.
Removed paragraphs (6)
Previous report
•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 report
•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.
Previous report
Trust Stamp develops proprietary artificial intelligence-based technology solutions that utilize machine learning, computer vision, cryptography, and data analysis to protect sensitive data and support identity verification. The Company’s products are designed to prevent fraud, enhance privacy, enable automated decision-making, and improve access to digital services across global markets.
Previous report
Cost of services (“COS”) increased by $6 thousand or 2.07% for the three months ended March 31, 2025, compared to the three months ended March 31, 2024. The increase during the three months ended March 31, 2025 was primarily driven by a $20 thousand increase in Cost of services related to the QID Master Services Agreement. This increase was partially offset by a decrease of $14 thousand in internal development cost of sales for the three months ended March 31, 2025 compared to the three months ended March 31, 2024 due to decrease in service requests resulting from the Mastercard Software License reductions.
Previous report
Depreciation and amortization (“D&A”) decreased by $2 thousand, or 1.02% for the three months ended March 31, 2025, compared to the three months ended March 31, 2024. The primary driver for the decrease in D&A is due to fully depreciating the Pixelpin (an asset 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 March 31, 2025 compared to $6 thousand during the three months ended March 31, 2024. The Pixelpin asset balance was fully depreciated in February 2024.
Previous report
On November 13, 2024, the Company entered into a secured promissory note, which provides for a term loan to the Company with the principal amount of $3.00 million and interest rate of 14% per annum. Principal and any accrued but unpaid interest under this note shall be due and payable upon demand of the noteholder at any time after January 12, 2025. The note is secured by all of the Borrower’s assets, including receivables. The secured promissory note was fully repaid on January 10, 2025.
Reworded paragraphs (28)
Previous wording
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.
Current wording
•In December 2024, we announced a go-to-market agreement with a leading provider of software solutions to the U.S. Federal Government. 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.
Previous 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 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”). 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. 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. Orchestration Layer 2.0 will be “relaunched” in the second quarter of 2025.
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 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”). 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. 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. The Company is now seeing a growth in transaction volumes and is focused on maintaining and accelerating that growth.
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 two long-term partnerships, comprising a relationship with an S&P 500 bank and a relationship with Mastercard International (“Mastercard”).
Previous wording
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. 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.
Current wording
In March 2019, the Company entered into a technology services agreement with Mastercard International (the "TSA”). 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. 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. 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 based on triggers, including, but not limited to, the counterparty becoming insolvent or being 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. Based on a changing market focus by Mastercard, effective December 31, 2024, a limited exclusivity for development-related purposes granted to Mastercard expired, and the Company is in direct discussions with potential customers that it was previously prohibited from contracting with directly.
Previous wording
As of March 31, 2025, a total of 76 financial institutions with over $348 billion in assets have been onboarded via FIS, bringing the total number of (FIS and non-FIS) customers either fully implemented or currently implementing the Orchestration Layer to 87. Additional financial institutions have been onboarded subsequently to March 31, 2025, and as of the date of this report, there are a total of 94 customers implemented on the Orchestration Layer. The first (non-FIS) client onboarded to the Orchestration Layer in the third quarter of 2022 has generated $462 thousand of revenue for the Company to date including $37 thousand during the three months ended March 31, 2025.
Current wording
As of June 30, 2025, a total of 88 financial institutions with over $348 billion in assets have been onboarded via FIS, bringing the total number of (FIS and non-FIS) customers either fully implemented or currently implementing the Orchestration Layer to 101.
Previous wording
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) 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.
Current wording
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, net, (4) stock-based compensation, (5) change in fair value of warrant liabilities, (8) impairment loss of assets, (10) depreciation, and (11) certain other items management believes affect the comparability of operating results.
Previous wording
Adjusted EBITDA loss (non-GAAP) for the three months ended March 31, 2025, decreased by 18.89%, to a $1.92 million million loss from a $2.37 million loss for the three ended March 31, 2024. The overall decrease in Adjusted EBITDA loss (non-GAAP) was driven by a decrease in selling, general, and administrative expenses during the three months ended March 31, 2025 when compared to the three months ended March 31, 2024. This decrease in selling, general and administrative expenses was primarily driven by a reduction in salaries and compensation, including stock-based compensation, which decreased by 55% from the three months ended March 31, 2024. Additionally, the salaries and compensation expenses decreased due to reductions in sales teams, departure of EVP of Mergers and Acquisition, and the departure of the former CFO with the replacement filled internally while the vacant role created from the promotion was not subsequently replaced. The Company also had a slight decrease in net revenue due to a new Mastercard Software Amendment executed in February 2025, with reduced fixed monthly license fees. The decrease in net revenue was partially offset by a new Statement of Work executed on January 1, 2025 under the Master Technology Services Agreement between the Company (through its subsidiary, Trust Stamp Malta Ltd.) and QID Technologies LLC (“QID”), which 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, payable on or before the 25th day of each month.
Current wording
Adjusted EBITDA loss (non-GAAP) for the three months ended June 30, 2025, decreased by 42.29%, to a $1.23 million loss from a $2.13 million loss for the three months ended June 30, 2024. The overall decrease of $901 thousand in Adjusted EBITDA loss (non-GAAP) was driven by a decrease of $702 thousand in selling, general, and administrative expenses during the three months ended June 30, 2025 when compared to the three months ended June 30, 2024. This decrease in selling, general and administrative expenses was primarily driven by a reduction in salaries and compensation, including stock-based compensation, which decreased by 31% from the three months ended June 30, 2024. Additionally, the salaries and compensation expenses decreased due to reductions in sales teams and the departure of certain members of the Company's management, including the Company's former CFO who left in January 2025. That role was filled internally, while the vacant role created from the promotion was not subsequently replaced. In addition, the Company had an increase in net revenue during the three months ended June 30, 2025 of $312 thousand when compared to the three months ended June 30, 2024 primarily as a result of a new Statement of Work effective on January 1, 2025 under the Master Technology Services Agreement between the Company (through its subsidiary, Trust Stamp Malta Ltd.) and QID Technologies LLC (“QID”), which 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. In accordance with ASC 606 guidance, the Company recognized $251 thousand in revenue during the three months ended June 30, 2025 and has recorded $294 thousand to deferred revenue as of June 30, 2025.
Previous wording
The following table summarizes our unaudited condensed consolidated statements of operations for the three months ended March 31, 2025 and 2024:
Current wording
The following table summarizes our unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2025 and 2024:
Previous wording
During the three months ended March 31, 2025, Net revenue decreased to $545 thousand, or an 4.92% decrease from the Net revenue of $574 thousand for the three months ended March 31, 2024. During the three months ended March 31, 2025, the $545 thousand in Net revenue consisted of $347 thousand from an S&P 500 bank, $88 thousand from QID under the Master Technology Services Agreement, $37 thousand from Triton, $35 thousand from Mastercard, $26 thousand from FIS and various other customers for the remaining $13 thousand.
Current wording
During the three months ended June 30, 2025, Net revenue increased to $813 thousand, or an 62.41% increase from the Net revenue of $500 thousand for the three months ended June 30, 2024. During the three months ended June 30, 2025, the $813 thousand in Net revenue consisted of $430 thousand from an S&P 500 bank, $251 thousand from QID under the Master Technology Services Agreement, $42 thousand from FIS, $41 thousand from Triton, $35 thousand from Mastercard, and various other customers for the remaining $14 thousand.
Previous wording
Research and development (“R&D”) expenses decreased by $15 thousand, or 3.23% for the three months ended March 31, 2025, compared to the three months ended March 31, 2024. The decrease in R&D expense during the three months ended March 31, 2025 was primarily driven by the decrease in outsourced software development with 10Clouds 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 99.21% when comparing the three months ended March 31, 2025 to the three months ended March 31, 2024. 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 $51 thousand, or 9.10% for the three months ended June 30, 2025, compared to the three months ended June 30, 2024. The decrease in R&D expense during the three months ended June 30, 2025 was primarily driven by R&D salary reallocations to COS and Capitalized software resulting from salary increases approved in June 2025 that were retroactive to January 1, 2025, In addition, there was a decrease in outsourced software development with 10Clouds during the three months ended June 30, 2025 as the Company continued to transition this work internally which results in cost savings as internal work is more cost effective. Outsourced software development costs decreased by 100.00% when comparing the three months ended June 30, 2025 to the three months ended June 30, 2024. In both periods, R&D expenses mainly were related to R&D payroll and other R&D compensation expenses.
Previous wording
In addition, the Company incurred a $131 thousand decreases in legal and professional, travel costs, marketing, dues and subscription, and other operating expenses during the three months ended March 31, 2025 compared to the three months ended March 31, 2024.
Current wording
The Company also incurred a $302 thousand decreases in legal and professional, travel costs, marketing, taxes, dues and subscription, and other operating expenses during the three months ended June 30, 2025 compared to the three months ended June 30, 2024, mainly due to cost cutting measures taken by management.
Previous wording
The decreases in SG&A were partially offset by net variance increases for accounting and audit fees, rent and taxes amounting to $91 thousand for the three months ended March 31, 2025.
Current wording
The decreases in SG&A were partially offset by increases for accounting and audit fees amounting to $57 thousand for the three months ended June 30, 2025.
Previous wording
The Company’s Operating loss decreased by $686 thousand or 24.09% for the three months ended March 31, 2025, compared to the three months ended March 31, 2024. The decrease in Operating loss was mainly related to the decrease in Selling, general and administrative expenses (SG&A) and Research and development (R&D) expenses.
Current wording
The Company’s Operating loss decreased by $943 thousand or 35.91% for the three months ended June 30, 2025, compared to the three months ended June 30, 2024. The decrease in Operating loss was mainly related to the increase in Net revenue, decrease in SG&A and decrease in R&D expenses.
Previous wording
The Company recognized a gain in Change in fair value of warrant liability during the three months ended March 31, 2025 of $5 thousand compared to a gain of $2 thousand during the three months ended March 31, 2024. 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 loss in Change in fair value of warrant liability during the three months ended June 30, 2025 of $395 compared to a gain of $2 thousand during the three months ended June 30, 2024. 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
Other expense decreased by $5 thousand for the three months ended March 31, 2025, compared to thethree months ended March 31, 2024. The Company incurred$2 thousand and $6 thousand in unrealized loss on foreign currency translation expense for the three months ended March 31, 2025 and 2024, 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, respectively.
Current wording
Other expense decreased by $342 for the three months ended June 30, 2025, compared to the three months ended June 30, 2024. The Company incurred$27 in unrealized loss on foreign currency translation expense for the three months ended June 30, 2025, 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, respectively.
Previous wording
The decrease in Net revenue was partially offset by an increase of income from the Statement of Work under the QID Master Technology Services Agreement executed on January 1, 2025. The Statement of Work under the QID Master Technology Services Agreement, the Company provides services to QID of a minimum $100 thousand per month from January 2025 - June 2025, and up to $300 thousand per month thereafter. During three months ended March 31, 2025, the Company billed $300 thousand under this new agreement, compared to none during the three months ended March 31, 2024. In accordance with ASC 606 guidance, the Company recognized $88 thousand revenue and recorded $218 thousand to deferred revenue during the three months ended March 31, 2025.
Current wording
During the six months ended June 30, 2025 there was an increase in Net revenue due to income from the Statement of Work under the QID Master Technology Services Agreement effective on January 1, 2025. The Statement of Work under the QID Master Technology Services Agreement, the Company provides services to QID of a minimum $100 thousand per month from January 2025 - June 2025, and up to $300 thousand per month thereafter. During six months ended June 30, 2025, the Company billed $600 thousand under this new agreement, compared to none during the six months ended June 30, 2024. In accordance with ASC 606 guidance, the Company recognized $339 thousand in revenue during thesix months ended June 30, 2025 and has recorded $294 thousand to deferred revenue as of June 30, 2025.
Previous wording
During the three months ended March 31, 2025 there was a decrease in Net revenue due to a new Mastercard Software Amendment executed in February 2025, with reduced fixed monthly license fees. As a result, during the three months ended March 31, 2025, the Company recognized $30 thousand for Mastercard Software License Fees, meanwhile, during the three months ended March 31, 2024 the Company recognized $86 thousand.
Current wording
The increase in Net revenue was partially offset by a decrease in income from the new amendment of our agreement with Mastercard executed in February 2025, with reduced fixed monthly license fees. As a result, during the six months ended June 30, 2025, the Company recognized $60 thousand for Mastercard Software License Fees, meanwhile, during the six months ended June 30, 2024 the Company recognized $173 thousand.
Previous wording
Selling, general, and administrative expense (“SG&A”) decreased by $704 thousand, or 28.26%, for the three months ended March 31, 2025, compared to the three months ended March 31, 2024. The decrease in SG&A expense was driven by a $664 thousand decrease in salaries, stock-based compensation, payroll costs, and sales commissions during the three months ended March 31, 2025 compared to the prior period. The $664 thousand decrease includes a $161 thousand reduction in stock-based compensation awards during the three months ended March 31, 2025. Additionally, the sales team was reduced from 9 team members during the three months ended March 31, 2024 to 0 team members during the three months ended March 31, 2025. Similarly, the EVP of Mergers and Acquisitions left the Company in December 2024 and was not subsequently replaced and the CFO role was vacated in January 2025 and filled internally while the vacant role left was not subsequently replaced.
Current wording
Selling, general, and administrative expense (“SG&A”) decreased by 1.41 million, or 30.40%, for the six months ended June 30, 2025, compared to the six months ended June 30, 2024. The decrease in SG&A expense was driven by a $1.12 million decrease in salaries, stock-based compensation, payroll costs, and sales commissions during the six months ended June 30, 2025, compared to the prior period. The $1.12 million decrease includes a $204 thousand reduction in stock-based compensation awards during the six months ended June 30, 2025. Additionally, the sales team was reduced from 9 team members during the six months ended June 30, 2024 to 0 team members during the six months ended June 30, 2025. Similarly, the EVP of Mergers and Acquisitions left the Company in December 2024 and was not subsequently replaced and the CFO role was vacated in January 2025 and filled internally while the vacant role left was not subsequently replaced.
Previous wording
Interest expense, net increased by $5 thousand, or 27.20% for the three months ended March 31, 2025, compared to the three months ended March 31, 2024. The increase in interest expense is primarily due to $13 thousand of interest expense incurred with respect to interest due to the Sentilink loan that the Company entered into on November 13, 2024 and was fully paid in January 2025. This increase was partially offset by the decrease of $8 thousand as a result of the Malta loan interest rate decreasing from 6.5% for the three months ended March 31, 2024 to 5.15% for the three months ended March 31, 2025.
Current wording
Interest expense, net increased by $191, or 0.54% for the six months ended June 30, 2025, compared to the six months ended June 30, 2024. The increase in interest expense is primarily due to $13 thousand of interest expense incurred during the six months ended June 30, 2025 with respect to interest due to the Sentilink loan that the Company entered into on November 13, 2024 and was fully paid in January 2025. This increase was substantially offset by the decrease of $10 thousand as a result of the Malta loan interest rate decreasing from 6.5% for the six months ended June 30, 2024 to 5.15% for the six months ended June 30, 2025. The remaining difference of $2 thousand related to tax matters of employees in the UK office during the six months ended June 30, 2024.
Previous wording
Other income decreased by $167 thousand for the three months ended March 31, 2025, compared to the three months ended March 31, 2024. The decrease was primarily due to a $187 thousand 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 three months ended March 31, 2024. There was no such gain during the three months ended March 31, 2025. This was partially offset during the three months ended March 31, 2025 by other income amounting to $26 thousand that was recognized from two Xjenza projects that the Company had entered into with the government of Malta. Both agreements were not in place during the three months ended March 31, 2024.
Current wording
Other income decreased by $191 thousand for the six months ended June 30, 2025, compared to the six months ended June 30, 2024. The decrease was primarily due to a $187 thousand 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 six months ended June 30, 2024. There was no such gain during the six months ended June 30, 2025. Furthermore, during the six months ended June 30, 2024, other income increased by another $41 thousand, from one Xjenza project that the Company had entered into during 2024. This was partially offset, during the six months ended June 30, 2025 by other income amounting to $44 thousand that was recognized from two Xjenza projects that the Company had entered into with the government of Malta. Both agreements were not in place during the six months ended June 30, 2024.
Previous wording
As of March 31, 2025, the Company had approximately $1.14 million 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, 2025 of $2.16 million, Net operating cash outflows of $1.54 million for the same period, and an accumulated deficit of $63.62 million as of March 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 has not yet made any sales under its Equity Distribution Agreement with Maxim 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, which the Company believes can be utilized to supplement its cash requirements going forward.
Current wording
As of June 30, 2025, the Company had approximately $292 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, 2025 of $3.87 million, Net operating cash outflows of $2.10 million for the same period, and an accumulated deficit of $65.33 million as of June 30, 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 for the next 12 months and beyond.
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, 2025 of $2.16 million, net operating cash outflows of $1.54 million for the same period, and an accumulated deficit of $63.62 million as of March 31, 2025.
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, 2025 of $3.87 million, net operating cash outflows of $2.10 million for the same period, and an accumulated deficit of $65.33 million as of June 30, 2025.
Previous wording
The following table summarizes our cash flows for the three months ended March 31, 2025 and 2024:
Current wording
The following table summarizes our cash flows for the six months ended June 30, 2025 and 2024:
Previous wording
Net cash flows used in operating activities decreased by 28.60% from $2.16 million during the three ended March 31, 2024, compared to $1.54 million during the three months ended March 31, 2025. Of the $2.16 million net loss for thethree months ended March 31, 2024, there were various cash and non-cash adjustments that were added back to the Net loss to arrive at $1.54 million cash used for operating activities for the three months ended March 31, 2025.
Current wording
Net cash flows used in operating activities decreased by 44.20% from $3.76 million during the six months ended June 30, 2024, compared to $2.10 million during the six months ended June 30, 2025. Of the $3.87 million net loss for the six months ended June 30, 2025, there were various cash and non-cash adjustments that were added back to the Net loss to arrive at $2.10 million cash used for operating activities for the six months ended June 30, 2025.
Previous wording
Those adjustments included the add back of $61 thousand related to stock-based compensation mainly due to the timing of stock-based compensation awards. There was a $164 thousand decrease in stock-based compensation during the three months ended March 31, 2025 when compared to the three ended March 31, 2024 due to the reduction stock-based compensation awards. Another add back of $600 thousand is included for note receivable payments received from a license agreement with QID entered into on November 12, 2024. Additionally, there is an add back of $197 thousand in deferred revenue primarily related to QID revenue billed during the three months ended March 31, 2025 that will be recognized by the end of the current year, $119 thousand for prepaid expenses, and $183 thousand for non-cash depreciation and amortization.
Current wording
Those adjustments included the add back of $268 thousand related to stock-based compensation. There was a $337 thousand decrease in stock-based compensation during the six months ended June 30, 2025 when compared to the six months ended June 30, 2024 due to the reduction in the fair value of stock-based compensation awards on the award date. Another add back of $900 thousand is included for note receivable payments received from a license agreement with QID entered into on November 12, 2024. Additionally, there is an add back of $268 thousand in deferred revenue primarily related to QID revenue billed during the six months ended June 30, 2025 that will be recognized by the end of the current year, $193 thousand for prepaid expenses, $371 thousand for non-cash depreciation and amortization, as well as $261 thousand from the increase in accruals.
Previous wording
The add backs were offset by reductions in certain cash and noncash adjustments including $368 thousand for cash received on accounts receivable, and $187 thousand from the increase in accruals.
Current wording
The add backs were offset by reductions in certain cash and noncash adjustments including $535 thousand for cash received on accounts receivable, including related party receivable, and $65 thousand from operating lease liabilities due to the extension of an existing office lease in Malta.
Previous wording
Net cash used in investing activities during the three months ended March 31, 2025 was $230 thousand, compared to net cash of $156 thousand used in the three months ended March 31, 2024. Cash used in investing activities during the three months ended March 31, 2025 related primarily to continued investments in technologies intended to be capitalized and monetized over time.
Current wording
Net cash used in investing activities during the six months ended June 30, 2025 was $469 thousand, compared to net cash of $363 thousand used in the six months ended June 30, 2024. Cash used in investing activities during the six months ended June 30, 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 six months ended June 30, 2025.
Previous wording
During the three months ended March 31, 2025, Net cash flows from financing activities was $126 thousand, compared to Net cash flows from financing activities of $22 thousand for the three months ended March 31, 2024. During the three months ended March 31, 2025, the Company raised $3.21 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. In addition, the Company repaid the Sentilink secured promissory note payable in full including the principal balance of $3 million and interest of $69 thousand.
Current wording
During the six months ended June 30, 2025, Net cash flows from financing activities was $126 thousand, compared to Net cash flows from financing activities of $1.63 million for the six months ended June 30, 2024. During the six months ended June 30, 2025, the Company raised $3.21 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. In addition, the Company repaid the Sentilink secured promissory note payable in full including the principal balance of $3.00 million and interest of $69 thousand.
Rearranged current paragraphs (11)
Current report — wording carried from elsewhere
The first (non-FIS) client onboarded to the Orchestration Layer in the third quarter of 2022 has generated $503 thousand of revenue for the Company to date, including $78 thousand during the six months ended June 30, 2025.
Current report — wording carried from elsewhere
Adjusted EBITDA loss (non-GAAP) for the six months ended June 30, 2025, decreased by 31.74%, to a $3.07 million loss from a $4.49 million loss for the six months ended June 30, 2024. The overall decrease in Adjusted EBITDA loss (non-GAAP) of $1.43 million was driven by a decrease of $1.41 million in selling, general, and administrative expenses when comparing the six months ended June 30, 2025 to the six months ended June 30, 2024. This decrease in selling, general and administrative expenses was primarily driven by a reduction of $1.12 million in salaries and compensation, including stock-based compensation, which decreased by 36% from the six months ended June 30, 2024. Additionally, salaries and compensation expenses decreased due to reductions in sales teams and the departure of certain members of the Company's management, including the Company's former CFO who left in January 2025. That role was filled internally, while the vacant role created from the promotion was not subsequently replaced. In addition, the Company had an increase in net revenue during the six months ended June 30, 2025 of $284 thousand when compared to the six months ended June 30, 2024 primarily as a result of a new Statement of Work effective on January 1, 2025 under the Master Technology Services Agreement between the Company (through its subsidiary, Trust Stamp Malta Ltd.) and QID, which 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. In accordance with ASC 606 guidance, the Company recognized $339 thousand in revenue during thesix months ended June 30, 2025 and has recorded $294 thousand to deferred revenue as of June 30, 2025.
Current report — wording carried from elsewhere
During the three months ended June 30, 2025 the $312 thousand increase in Net revenue was primarily due to the new QID Master Technology Services Agreement effective on January 1, 2025. The Company provides services to QID of a minimum $100 thousand per month from January 2025 - June 2025, and up to $300 thousand per month thereafter. During the three months ended June 30, 2025, the Company billed $300 thousand under this new agreement, compared to $0 during the three months ended June 30, 2024. In accordance with ASC 606 guidance, the Company recognized $251 thousand in revenue during the three months ended June 30, 2025 and has recorded $294 thousand to deferred revenue as of June 30, 2025.
Current report — wording carried from elsewhere
Selling, general, and administrative expense (“SG&A”) decreased by $702 thousand, or 32.90%, for the three months ended June 30, 2025, compared to the three months ended June 30, 2024. The decrease in SG&A expense was driven by a $457 thousand decrease in salaries, stock-based compensation, payroll costs, and sales commissions during the three months ended June 30, 2025 compared to the prior period. The $457 thousand decrease includes a $42 thousand reduction in stock-based compensation awards during the three months ended June 30, 2025. The decrease in salaries, stock-based compensation, payroll costs, and sales commissions is a result in reductions to the sales team, from 9 team members employed during the three months ended June 30, 2024 to 0 team members during the three months ended June 30, 2025. In addition, the EVP of Mergers and Acquisitions left the Company in December 2024 and was not subsequently replaced and the CFO role was vacated in January 2025 and filled internally while the vacant role left was not subsequently replaced.
Current report — wording carried from elsewhere
Interest expense, net decreased by $5 thousand, or 28.95% for the three months ended June 30, 2025, compared to the three months ended June 30, 2024. The decrease in interest expense is primarily due to the decrease of $3 thousand as a result of the Malta loan interest rate decreasing from 6.5% for the three months ended June 30, 2024 to 5.15% for the three months ended June 30, 2025. The remaining difference of $2 thousand related to tax matters of employees in the UK office during the three months ended June 30, 2024.
Current report — wording carried from elsewhere
Research and development (“R&D”) expenses decreased by $66 thousand, or 6.49% for the six months ended June 30, 2025, compared to the six months ended June 30, 2024. The decrease in R&D expense during the six months ended June 30, 2025 was primarily driven by a $111 thousand decrease in outsourced software development with 10Clouds as the
Current report — wording carried from elsewhere
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 100% when comparing the six months ended June 30, 2025 to thesix months ended June 30, 2024.
Current report — wording carried from elsewhere
Change in fair value of warrant liability
Current report — wording carried from elsewhere
The Company recognized again in Change in fair value of warrant liability during the six months ended June 30, 2025 of $4 thousand compared to a gain of $5 thousand during the six months ended June 30, 2024. 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 report — wording carried from elsewhere
Other expense decreased by $5 thousand for the six months ended June 30, 2025, compared to the six months ended June 30, 2024. The Company incurred $2 thousand and $6 thousand in unrealized loss on foreign currency translation expense for the six months ended June 30, 2025 and 2024, respectively, for intercompany transactions between the parent company, T Stamp Inc., and its subsidiaries.
Current report — wording carried from elsewhere
As of June 30, 2025, the Company had not made any sales under its Equity Distribution Agreement with Maxim 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, which the Company believes can be utilized to supplement its cash requirements going forward. Subsequent to June 30, 2025, the Company began selling share of Class A Common Stock under its Equity Distribution Agreement with Maxim. As of the date of this report, the Company has sold 47,000 shares of Class A Common Stock for net proceeds of $154 thousand net of $5 thousand in raise fees.