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T Stamp Inc

For the period ended Sep 30, 2025. Filed Nov 14, 2025.

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.

Sep 30, 2025 · Filed Nov 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 filing

Previous 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 Operations

Current report: 10-Q

Period ended 2025-09-30; filed 2025-11-14.

0001718939-25-000163

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 180 previous paragraphs and 232 current paragraphs.

115 unchanged; 49 reworded; 53 added; 11 removed; 5 previous and 15 current paragraphs rearranged.

Tables are not compared: 23 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 (53)

Current report

•Increasing focus on the cryptocurrency market (especially Stablecoins) and developing products designed to meet specific needs and opportunities in that sector

Current report

•Updating services offered via the Orchestration Layer platform in response to market feedback

Current report

•Participating in the K-Startup Grand Challenge 2025, South Korea’s premier acceleration program for innovative foreign startups. Backed by the Ministry of SMEs and Startups, the program supports high-potential global technology companies in establishing a presence in South Korea and expanding across the broader Asia-Pacific region.

Current report

•Establishing go-to-market partnerships with partners in Nigeria and Ghana.

Current report

On October 31, 2025, the Company entered into a warrant exercise and exchange inducement agreement (the “WEEA”) with a certain institutional investor, pursuant to which the institutional investor agreed to (i) exercise (the “Exercise”) (a) all of the warrants issued to the institutional investor on September 3, 2024, which are exercisable for 413,696 shares of the Company’s common stock, par value $0.01 per share, with a current exercise price of $4.83 per share (the “September 2024 Warrants”) and (b) all of the warrants issued to the institutional investor on January 8, 2025, which are exercisable for 621,303 shares of common stock, with a current exercise price of $8.45 per share (the “January 2025 Warrants” and collectively with the September 2024 Warrants, the “Existing Warrants”); and (ii) exchange all or a portion of the common stock purchase warrants issued to the institutional investor on December 6, 2024, which are exercisable for 648,148 shares of common stock (with a current exercise price of $8.10 per share) (the “December 2024 Warrants”) for New Warrants (as further defined below). As consideration for the Exercise, the Company agreed to (i) reduce the exercise price of all of the Existing Warrants, including any unexercised portion thereof, to $4.20 per share, which is equal to the most recent closing price of the Company’s common stock on the Nasdaq Stock Market prior to the execution of the WEEA; (ii) issue to the institutional investor new unregistered warrants to purchase up to an aggregate of 2,511,044 shares of common stock (equal to 180% of the shares of common stock issued in connection with the Exercise) comprised of (a) “Series A Warrants” to purchase an aggregate of 1,301,945 shares of the Company's common stock and “Series B Warrants” to purchase an aggregate of 1,209,099 shares of the Company's common stock, each with an exercise price of $4.20 per share (collectively, the “New Warrants”) in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933 (the “Securities Act”); and (iii) exchange all 648,148 of the institutional investor’s December 2024 Warrants for New Warrants to purchase up to a number of shares of common stock equal to 100% of the number of shares issuable upon exercise of the December 2024 Warrants with an exercise price of $4.20 per share.

Current report

The Company agreed to file a resale registration statement on Form S-3 within 30 days of October 31, 2025 with respect to the New Warrants and the shares of common stock issuable upon exercise of the New Warrants. The Existing Warrants and the New Warrants each include a beneficial ownership limitation that prevents the institutional investor from owning more than 9.99%, with respect to the Existing Warrants, and 4.99%, with respect to the New Warrants, of the Company’s outstanding common stock at any time.

Current report

Additionally, pursuant to the WEEA, from October 31, 2025 until the 90th day thereafter, the Company is prohibited from effecting or entering into an agreement to effect any issuance by the Company of any common stock of the Company or any common stock equivalents (or a combination of units thereof) involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive, additional shares of the Company’s common stock either (A) at a conversion price, exercise price or exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations for the shares of the Company’s common stock at any time after the initial issuance of such debt or equity securities or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Company’s common stock or (ii) enters into, or effects a transaction under, any agreement, including, but not limited to, an equity line of credit or an “at-the-market offering”, whereby the Company may issue securities at a future determined price, regardless of whether shares pursuant to such agreement have actually been issued and regardless of whether such agreement is subsequently canceled. The institutional investor will be entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any right to collect damages.

Current report

The gross proceeds to the Company from the Exercise was approximately $4.347 million, prior to deducting warrant inducement agent fees and estimated offering expenses. The Company intends to use the remainder of the net proceeds for business growth, working capital and general corporate purposes. As a result of the Exercise, the Company has 5,243,832 shares of common stock outstanding as of the date of this Current Report on Form 8-K.

Current report

Pursuant to an engagement agreement dated October 31, 2025 between the Company and Maxim, Maxim acted as the exclusive warrant solicitation agent and financial advisor to the Company for the Exercise. The Company agreed to pay Maxim an aggregate cash fee of $304,290 in connection with the Exercise.

Current report

The offer and resale of the Existing Warrants and shares of common stock underlying the Existing Warrants have been registered pursuant to a registration statement on Form S-1 (File No. 333-284525) with respect to the Existing Warrants and December 2024 Warrants (the “Registration Statements”). The Registration Statement is currently effective for the resale of the shares of common stock issuable upon the exercise of the Existing Warrants.

Current report

The WEEA closed on November 3, 2025 resulting in the Company receiving net proceeds of $4,022,706 which includes $2,609,473 for the exercise of the January 2025 Warrants and $1,737,523 for the exercise of the September 2024 Warrants and is net of fees totaling $324,290.

Current report

The foregoing descriptions of the WEEA and the New Warrants are not complete and are qualified in their entirety by reference to the full text of the form of WEEA and the form of the Series A and Series B Warrants that comprise the New Warrants, copies of which are filed hereto as Exhibits 10.42, 4.20, and 4.21, respectively, and are incorporated by reference herein.

Current report

•The Company anticipates launching a biometrically secured proprietary non-custodial software wallet in January 2026 which will be able to function as both a wallet directly managing access credentials for digital assets and as a “wallet of wallets”. The wallet will be offered directly to end-users and financial institutions.

Current report

•A blockchain-based register of real estate professionals and transaction

Current report

•A blockchain-based registry of fire inspections and certifications

Current report

Adjusted EBITDA loss (non-GAAP) for the three months ended September 30, 2025, decreased by 42.25%, to a $1.24 million loss from a $2.14 million loss for the three months ended September 30, 2024. The overall decrease of $905 thousand in Adjusted EBITDA loss (non-GAAP) was driven by three transactions that occurred during the three months ended September 30, 2024 with no similar transactions occurring during the three months ended September 30, 2025. The most significant of these transactions was the Company signing a license agreement with Boumarang valued at $5.00 million that was accounted for as "other income" during the three months ended September 30, 2024. The $5.00 million other income was partially offset during the three months ended September 30, 2024 by other expense including a $1.17 million loss related to the difference in the cash paid for the warrants and the FMV of the warrants issued on September 3, 2024 and a loss of $360 thousand related to the difference in the cash paid for the warrants and the FMV of the warrants issued on September 10, 2024.

Current report

Adjusted EBITDA loss (non-GAAP) for the nine months ended September 30, 2025, decreased by 35.26%, to a $4.30 million loss from a $6.65 million loss for the nine months ended September 30, 2024. The overall decrease in Adjusted EBITDA loss (non-GAAP) of $2.34 million was driven by three transactions that occurred during the three months ended September 30, 2024 with no similar transactions occurring during the three months ended September 30, 2025. The most significant of these transactions was the Company signing a license agreement with Boumarang valued at $5.00 million, which was accounted for as "other income" during the three months ended September 30, 2024. The $5.00 million other income was partially offset during the three months ended September 30, 2024 by other expense including a $1.17 million loss related to the difference in the cash paid for the warrants and the FMV of the warrants issued on September 3, 2024 and a loss of $360 thousand related to the difference in the cash paid for the warrants and the FMV of the warrants issued on September 10, 2024.

Current report

During the three months ended September 30, 2025 the Net revenue increased by $361 thousand compared to the three months ended September 30, 2024. Of this increase, $313 thousand was attributable to the Company's S&P 500 bank customer resulting from the Company entering into a contract amendment with this customer. The amendment extended the term of the existing agreement until May 31, 2031, with minimum gross revenue exceeding $12.7 million. It provides for changes to the fee structure as well as a new feature development and platform updates.

Current report

Another factor increasing Net revenue was the Statement of Works under the Master Technology Services Agreement with QID effective on January 1, 2025. The Company provided services to QID of $100 thousand per month from January 2025 - June 2025 which was the maximum allowed under the agreement. Starting in July 2025, the agreement allows for billingup to$300 thousand per month thereafter, which the Company did not reach during the three months ended September 30, 2025 due to delays in customer implementation. Revenue is recognized in accordance with ASC 606 using the cost incurred input method, which aligns revenue recognition with the proportion of costs incurred relative to total expected costs for the contract. This resulted in the recognition of $69 thousand of billed revenue during the three months ended September 30, 2025.

Current report

The Company also had an increase of $27 thousand in Net revenue during the three months ended September 30, 2025 resulting from increased services provided to a computer programming company, as the customer continues to ramp up their Orchestration Layer usage.

Current report

Research and development (“R&D”) expenses increased by $6 thousand, or 1.01% for the three months ended September 30, 2025, compared to the three months ended September 30, 2024. The increase in R&D expense during the three months ended September 30, 2025 was primarily driven by a $42 thousand increase in internal developer's stock-based compensation award expense resulting from the increase in the fair value of stock-based compensation awards on the award date.

Current report

Interest expense, net decreased by $1 thousand, or 0.79% for the three months ended September 30, 2025, compared to the three months ended September 30, 2024. The decrease in Interest expense for the three months ended September 30, 2025, as compared to the same period in 2024, was partially attributable to the full repayment of the two Agile subordinated business loans and security agreements prior to the three months ended September 30, 2025. This resulted in an Interest expense of $88 thousand for thethree months ended September 30, 2024.

Current report

The decrease in Interest expense was partially offset by the Company's entry into the Note Purchase Agreement with Streeterville Capital, LLC on July 1, 2025 pursuant to a Secured Promissory Note (the "Note") in the principal amount of $2.21 million. The Note carried an original issue discount of $200 thousand and $10 thousand for legal fees incurred in connection with the purchase and sale of the note. The Note accrued interest at nine percent (9%) per annum. The Company recorded accrued interest expense of $51 thousand and amortization of the discount of $50 thousand during the three months ended September 30, 2025. The Company settled the outstanding principal and accrued interest in full on October 1, 2025.

Current report

Other income decreased by $4.99 million for the three months ended September 30, 2025, compared to the three months ended September 30, 2024. The decrease was due to the Company agreeing, during the three months ended September 30, 2024, to grant a non-exclusive license to Boumarang to utilize certain of the Company’s patents for the purpose of producing, selling, marketing, and distributing drones. As consideration for the grant of the non-exclusive license, Boumarang agreed to pay the Company a non-refundable license fee of $5.00 million in the form of a prepaid warrant issued by Boumarang to the Company for 5,000,000 shares of common stock of Boumarang at$1.00 per share. No similar transaction occurred during the three months ended September 30, 2025.

Current report

Other expense decreased by $1.53 million for the three months ended September 30, 2025, compared to the three months ended September 30, 2024. The decrease was due to the Company incurring $1.17 million during the three months ended September 30, 2024 due to the Company entering into a Termination and Release Agreement under which the transaction entered into between the Company and a certain institutional investor that terminated the remaining 133,334 stock purchase warrants (in Warrant B) and 106,667 stock purchase warrants (in Warrant C) previously issued to this investor. In consideration of the termination, the Company made a $1,650,000 payment to the institutional investor. In addition, the Company recorded a $360 thousand inducement expense during the three months ended September 30, 2024 as a result of the Company entering into a securities purchase agreement on September 10, 2024 with DQI as an inducement to a previously executed securities purchase agreement dated July 13, 2024 between the Company and DQI.

Current report

Comparison of the Nine Months Ended September 30, 2025 and 2024

Current report

During the nine months ended September 30, 2025 Net revenue increased by $645 thousand compared to the nine months ended September 30, 2024. Of this increase, $420 thousand was attributable to the Company's S&P 500 bank customer resulting from the Company entering into a contract amendment with this customer. The amendment extended the term of the existing agreement until May 31, 2031, with minimum gross revenue exceeding $12.7 million. It provides for changes to the fee structure as well as a new feature development and platform updates.

Current report

The Company also had an increase of $44 thousand in Net revenue during the nine months ended September 30, 2025 as a result of increased services provided to a computer programming company.

Current report

Cost of services (“COS”) increased by $229 thousand or 28.78% for the nine months ended September 30, 2025 compared

Current report

Comparatively, outsourced development costs decreased by 100% when comparing thenine months ended September 30, 2025 to the nine months ended September 30, 2024 .

Current report

The decrease in R&D was partially offset by an increase of$40 thousand in stock-based compensation award expense

Current report

during thenine months ended September 30, 2025 compared to thenine months ended September 30, 2024 due to an

Current report

increase in the fair value of stock-based compensation awards on the award date.an increase in the Company's stock price.

Current report

by a $1.61 million decrease in salaries, stock-based compensation, payroll costs, and sales commissions during the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024. The $1.61 million decrease

Showing the first 40 of 53 passages. Open the source sections for the rest.

Removed paragraphs (11)

Previous report

•Negotiating a services contract to offset the cost of the technical team members while maintaining significant R&D and product development capabilities.

Previous report

•Retaining an investment bank to explore strategic partnership and M&A opportunities across multiple sectors.

Previous report

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.

Previous 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.

Previous 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.

Previous 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.

Previous 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.

Previous report

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 report

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.
Reworded paragraphs (49)

Previous wording

•Reducing the size of the non-production-focused executive and consulting teams to reduce overhead.

Current wording

•Reducing the size of the non-production-focused executive and consulting teams to reduce overhead and releasing sales staff that did not meet their targets.

Previous wording

•Refocusing go-to-market strategies on joint ventures with proven industry partners with access to target markets

Current wording

•Developing joint ventures with proven industry partners with access to target markets

Previous wording

iii. Stable Key (or “Stable IT2”) which is a revolutionary technology that generates a “key” directly from the biometric of the user which key has a mathematical correlation to all of the user's passwords, PINS, and other “secrets” for every account and use case meaning that those secrets never need to be stored in their entirety.

Current wording

iii. StableKey (or “Stable IT2”) which is a revolutionary technology that generates a “key” directly from the biometric of the user which key has a mathematical correlation to all of the user's passwords, PINS, and other “secrets” for every account and use case meaning that those secrets never need to be stored in their entirety.

Previous wording

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 wording

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. On October 1, 2025 the Company repaid the secured promissory note in full totaling $2,261,413, including $51,413 of total Interest expense.

Previous wording

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 wording

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 the 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.

Previous wording

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 wording

As of the date of this Quarterly Report, the Company has made sales of 1,713,543 shares of Common Stock under the Registration Statement for proceeds of $6,010,116, net of issuance costs.

Previous wording

•The global market for Microfinance is estimated at $157 Billion in the year 2020 and is projected to reach $342 billion by 2026 according to the 2022 report titled “Microfinance - Global Market Trajectory & Analytics” published by Global Industry Analysts, Inc. To accelerate our work in this market, the Company has joined the Mastercard Lighthouse MASSIV program designed to empower sustainability and social impact through strategic partnerships aiming to assist participants to scale on a global level.

Current wording

•The global market for Microfinance is estimated at $250.4 billion in the year 2024, and is projected to reach $506 billion by 2030 according to the 2025 report titled “Microfinance - Global Market Trajectory & Analytics” published by Global Industry Analysts, Inc. To accelerate our work in this market, the Company has joined the Mastercard Lighthouse MASSIV program designed to empower sustainability and social impact through strategic partnerships aiming to assist participants to scale on a global level.

Previous wording

•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 wording

•As of mid-2025, the total stablecoin market capitalization sits around $170 billion, with sources varying between $160 billion and $200 billion 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 “StableKey”. 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.

Previous wording

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

Current wording

The Company is developing products and working with partners and industry organizations in other sectors that offer significant market opportunities for our existing and pipeline IP. We anticipate licensing our technology in numerous fields, typically through established partners who will integrate our technology into field-specific applications.

Previous wording

Trust Stamp has participated in financial inclusion projects in Africa for a number of years through Mastercard’s implementation of our technology and we established a regional R&D center in Rwanda in 2021 to focus on ensuring equity in the development and implementation of biometric technology in Africa. In 2023 we started direct outreach to African countries to initiate national-level digital identity programs and we are in serious and extended dialog with two countries as well as a pilot with Africa’s largest provider of mobile telecommunications services. With the assistance of the Mastercard Lighthouse MASSIV program, we intend to build upon this work to maximize the opportunities to meet the critical need for secure identity programs for both governments and NGOs.

Current wording

Trust Stamp has participated in financial inclusion projects in Africa for a number of years through Mastercard’s implementation of our technology and we established a regional R&D center in Rwanda in 2021 to focus on ensuring equity in the development and implementation of biometric technology in Africa. In 2023 we started direct outreach to African countries and we are in serious and extended dialog with four countries as well as negotiating a pilot with Africa’s largest provider of mobile telecommunications services. Projects under discussion with pan-African organizations and/or one or more countries include:

Previous 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”).

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”) with the Mastercard partnership diminishing in significance over 2024 and YTD as Mastercard’s market focus changed.

Previous wording

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 wording

Effective June 1, 2025, the Company's agreement with the S&P 500 bank was extended to May 31, 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.

Previous wording

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 wording

Under the terms of the extension, the Company receives a guaranteed minimum income stream for services, together with hosting and other 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.

Previous 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.

Current wording

In March 2019, the Company entered into a technology services agreement with Mastercard International (the "TSA”). The Company has been paid to develop and host software solutions utilizing the IT2 and to support Mastercard’s implementations. 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 Software Schedule and associated services will terminate on February 6, 2026. As a consequence of these events, the Company is in discussions with potential customers that it was previously prohibited from contracting with directly.

Previous 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.

Current wording

As of September 30, 2025, a total of 95 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 108.

Previous wording

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 wording

The first (non-FIS) client onboarded to the Orchestration Layer in the third quarter of 2022 has generated $543 thousand of revenue for the Company to date, including $118 thousand during the nine months ended September 30, 2025.

Previous wording

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 wording

In addition to the variances above, the Company had a decrease of $673 thousand in Selling, general, and administrative expenses during the three months ended September 30, 2025 when compared to the three months ended September 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 33% from the three months ended September 30, 2024. The salaries and compensation expenses decreased due to reductions in sales teams and the departure of certain members of the Company's management. Furthermore, the Company had an increase in Net revenue during the three months ended September 30, 2025 of $361 thousand when compared to the three months ended September 30, 2024 primarily due to the Company entering a new contract amendment with the S&P 500 bank as of July 1, 2025 extending services through May 31, 2031 with minimum gross revenue exceeding $12.7 million over the balance of the contract term. The new contract amendment drove a $313 thousand increase in revenue during the three months ended September 30, 2025.

Previous 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.

Current wording

In addition to the variances above, the Company had a decrease of $2.08 million in Selling, general, and administrative expenses when comparing the nine months ended September 30, 2025 to the nine months ended September 30, 2024. This decrease in Selling, general and administrative expenses was primarily driven by a reduction of $1.61 million in salaries and compensation, including stock-based compensation, which decreased by 36% from the nine months ended September 30, 2024. The salaries and compensation expenses decreased due to reductions in sales teams and the departure of certain members of the Company's management. Furthermore, the Company had an increase in Net revenue during the three months ended September 30, 2025 of $645 thousand when compared to the three months ended September 30, 2024 due to the Company entering a new contract amendment with the S&P 500 bank anda 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. The new amendment with the S&P 500 bank was effective as of July 1, 2025 and extends services through May 31, 2031 with minimum gross revenue exceeding $12.7 million over the balance of the contract term. The new contract amendment drove a$420 thousand increase in revenue during the three months ended September 30, 2025. The new Statement of Work with QID provides for service fees payable to the Company of a minimum $100,000 per month during the first six months, and up to $300,000 per month thereafter. In accordance with ASC 606 guidance, the Company recognized $408 thousand in revenue from the Statement of Work with QIDduring thenine months ended September 30, 2025 and has recorded $225 thousand to Deferred revenue as of September 30, 2025.

Previous wording

The following table summarizes our unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2025 and 2024:

Current wording

The following table summarizes our unaudited condensed consolidated statements of operations for the three and nine months ended September 30, 2025 and 2024:

Previous 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.

Current wording

During the three months ended September 30, 2025, Net revenue increased to $872 thousand, or an 70.71% increase from the Net revenue of $511 thousand for the three months ended September 30, 2024. During the three months ended September 30, 2025, the $872 thousand in Net revenue consisted of $652 thousand from an S&P 500 bank, $69 thousand from the Statement of Works under the Master Technology Services Agreement with QID, $43 thousand from FIS, $40 thousand from a software development company, $34 thousand from Mastercard, $29 thousand from a computer programming company, and various other customers for the remaining $4 thousand.

Previous wording

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 wording

The increases to Net revenue were partially offset by an amendment to the Mastercard agreement executed in February 2025 that reduced fixed monthly license fees. As a result, during the three months ended September 30, 2025, the Company recognized $30 thousand for software license fees and $4 thousand for other services, meanwhile, during the three months ended September 30, 2024 the Company recognized $86 thousand for software license fees and $4 thousand for other services.

Previous wording

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 wording

Cost of services (“COS”) increased by $108 thousand or 42.32% for the three months ended September 30, 2025, compared to the three months ended September 30, 2024. The increase in COS during the three months ended September 30, 2025 was primarily driven bya $44 thousand increase ininternal developer costs and due toincreased service requests by our S&P 500 bank customer as a result of the Company entering into a contract amendment with the customer. The Company also recordeda$25 thousand increase in web services costs primarily due to higher costs related to the Orchestration Layer including expansion of services for a new region, increased S&P 500 bank usage, and increased third party vendor expense. Additionally, there was a $24 thousand increase in COS due toincreased usage of driver license validations under our existing contract with the S&P 500 bank. The remaining variance primarily relates to an increase of $12 thousand in stock-based compensation award expense during the three months ended September 30, 2025 compared to the three months ended September 30, 2024 due to increased internal developer costs allocated to COS and increase in internal developer's stock-based compensation award expense resulting from the increase in the fair value of stock-based compensation awards on the award date.

Previous 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.

Current wording

This increase was partially offset by a decrease of $32 thousand during the three months ended September 30, 2025 as compared to the three months ended September 30, 2024, driven by the reallocation of R&D salaries to COS due expansion of customer services as described above. In addition, there was a decrease in outsourced software development with 10Clouds during the three months ended September 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% when comparing the three months ended September 30, 2025 to the three months ended September 30, 2024. In both periods, R&D expenses were related to R&D payroll and other R&D compensation expenses.

Previous wording

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 wording

Selling, general, and administrative expense (“SG&A”) decreased by $673 thousand, or 30.82%, for the three months ended September 30, 2025, compared to the three months ended September 30, 2024. The decrease in SG&A expense was driven by a $467 thousand decrease in salaries, stock-based compensation, payroll costs, and sales commissions during the three months ended September 30, 2025 compared to the prior period. The $467 thousand decrease includes a $74 thousand reduction in stock-based compensation awards during the three months ended September 30, 2025. The decrease in salaries, stock-based compensation, payroll costs, and sales commissions is a result of reductions to the sales team, from 9 team members employed during the three months ended September 30, 2024 to no team members during the three months ended September 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 leaving a vacant role that was not subsequently replaced.

Previous 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.

Current wording

The Company also incurred a $247 thousand decrease in external IT services, rent, accounting and audit fees, taxes, travel costs, and other operating expenses during the three months ended September 30, 2025 compared to the three months ended September 30, 2024, mainly due to cost cutting measures taken by management.

Previous 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.

Current wording

The decreases in SG&A were partially offset by increases for legal and professional, dues and subscription, educational and marketing amounting to$42 thousand for the three months ended September 30, 2025.

Previous wording

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 wording

Depreciation and amortization (“D&A”) increased by $14 thousand, or 7.96% for the three months ended September 30, 2025, compared to the three months ended September 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 September 30, 2025.

Previous 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.

Current wording

The Company’s Operating loss decreased by $906 thousand or 33.84% for the three months ended September 30, 2025, compared to the three months ended September 30, 2024. The decrease in Operating loss was mainly related to the increase in Net revenue and decrease in SG&A when comparing the three months ended September 30, 2025 to the three months ended September 30, 2024.

Previous wording

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 wording

There was also a decrease of $8 thousand when comparing the three months ended September 30, 2025 to three months ended September 30, 2024 due to Interest expense accrued for payroll tax obligations during the three months ended September 30, 2024. Additionally, the Company had a $3 thousand decrease during the three months ended September 30, 2025 as a result of the Malta loan interest rate decreasing from 6.5% for the three months ended September 30, 2024 to 5.15% for the three months ended September 30, 2025.

Previous 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.

Current wording

The Company recognized a loss in Change in fair value of warrant liability during the three months ended September 30, 2025 of $287 compared to a gain of $1 thousand during the three months ended September 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

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 wording

During the nine months ended September 30, 2025, Net revenue increased to $2.23 million, or an 40.72% increase from the Net revenue of $1.59 million for the nine months ended September 30, 2024. During the nine months ended September 30, 2025, the $2.23 million in Net revenue consisted of $1.43 million from an S&P 500 bank, $408 thousand from the Statement of Works under the Master Technology Services Agreement with QID, $118 thousand from a software development company, $104 thousand from Mastercard, $111 thousand from FIS, $48 thousand from a computer programming company, and various other customers for the remaining $13 thousand.

Previous 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.

Current wording

Additionally, during the nine months ended September 30, 2025 there was an increase in Net revenue due to income from the Statement of Works under the Master Technology Services Agreement with QID effective on January 1, 2025. The Company provided services to QID of $100 thousand per month from January 2025 - June 2025 which was the maximum allowed under the agreement. Starting in July 2025, the agreement allows for billingup to$300 thousand per month thereafter, which the Company did not reach during the nine months ended September 30, 2025 due to delays in customer implementation. Revenue is recognized in accordance with ASC 606 using the cost incurred input method, which aligns revenue recognition with the proportion of costs incurred relative to total expected costs for the contract. During the nine months ended September 30, 2025, the Company billed $600 thousand under this new agreement, compared to none during the nine months ended September 30, 2024. In accordance with ASC 606 guidance, the Company recognized $408 thousand in revenue during the nine months ended September 30, 2025 and has recorded $225 thousand to deferred revenue as of September 30, 2025.

Previous 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.

Current wording

The increases to Net revenue were partially offset by an amendment to the Mastercard agreement executed in February 2025 that reduced fixed monthly license fees. As a result, during the nine months ended September 30, 2025, the Company recognized $90 thousand for software license fees and $14 thousand for other services, meanwhile, during the nine months ended September 30, 2024 the Company recognized $259 thousand for software license fees and $75 thousandfor other services.

Previous wording

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 wording

to the nine months ended September 30, 2024. The primary driver of the increase in COS during the nine months ended September 30, 2025 was an $84 thousand increase in internal developer COS allocations as a result of work completed for

Previous wording

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 wording

Research and development (“R&D”) expenses decreased by$60 thousand, or 3.80% for thenine months ended September 30, 2025, compared to thenine months ended September 30, 2024. The decrease in R&D expense during thenine months ended September 30, 2025 was primarily driven by a$112 thousand decrease in outsourced software development with

Previous wording

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 wording

Depreciation and amortization (“D&A”) increased by $20 thousand, or 3.59% for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024. The primary driver for the increase in D&A is due to an increase of $28 thousand in software amortization when comparing thenine months ended September 30, 2025 to the nine months ended September 30, 2024, brought about by the increase in Capitalized internal-use software of noted as of September 30, 2025.

Previous wording

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 wording

The Company’s Operating loss decreased by $2.53 million or 31.10% for the nine months ended September 30, 2025 compared to the nine months ended September 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.

Previous wording

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 wording

The Company recognized again in Change in fair value of warrant liability during the nine months ended September 30, 2025 of $4 thousand compared to a gain of $6 thousand during the nine months ended September 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 $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.

Current wording

Other expense decreased by $1.53 million for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024. The decrease was due to the Company incurring $1.17 million during the nine months ended September 30, 2024 due to the Company entering into a Termination and Release Agreement under which the transaction entered into between the Company and a certain institutional investor that terminated the remaining 133,334 stock purchase warrants (in Warrant B) and 106,667 stock purchase warrants (in Warrant C) previously issued to this investor. In consideration of the termination, the Company made a $1,650,000 payment to the institutional investor. In addition, the Company recorded a $360 thousand inducement expense during the nine months ended September 30, 2024 as a result of the Company entering into a securities purchase agreement on September 10, 2024 with DQI as an inducement to a previously executed securities purchase agreement dated July 13, 2024 between the Company and DQI. The Company incurred $1 thousand and $6 thousand in unrealized loss on foreign currency translation expense for the nine months ended September 30, 2025 and 2024, respectively, for intercompany transactions between the parent company, T Stamp Inc., and its subsidiaries.

Previous 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.

Current wording

As of September 30, 2025, the Company had approximately $5.37 million cash in its banking accounts. The Company is generating revenues, but has not yet generated profits, with a net loss for the nine months ended September 30, 2025 of $5.78 million, Net operating cash outflows of $4.01 million for the same period, and an accumulated deficit of $67.24 million as of September 30, 2025. The Company believes that it has sufficient cash to meet its requirements, and believes it will not need to raise capital from equity and/or debt financings within the next 12 months in order to fund its operations.

Showing the first 40 of 49 pairs. Open the source sections for the rest.

Rearranged current paragraphs (15)

Current report — wording carried from elsewhere

The New Warrants have substantially the same terms as the Existing Warrants. The terms of the Series A and Series B Warrants that comprise the New Warrants are identical, except that the Series A Warrants provide for additional protections for the holder in the event of a “Fundamental Transaction” while the Series A Warrants are outstanding (which includes, but is not limited to, merger transactions or a sale of substantially all of the Company’s assets). In such an event, then if holders of the Company’s common stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the holder will be given the same choice as to the consideration it receives upon any exercise of either the Series A or Series B Warrants following such Fundamental Transaction. Notwithstanding anything to the contrary, for the Series A Warrants, in the event of a Fundamental Transaction, the holder may require the Company or its successor to repurchase the Series A Warrants for its Black-Scholes Value (as defined in the Series A Warrant) in cash. This right can be exercised concurrently with, or within 30 days following, the consummation or public announcement of the transaction. If the Fundamental Transaction occurs outside the Company’s control, such as in a hostile takeover or an unapproved transaction, the holder is entitled to receive consideration equivalent in type and proportion to that offered to common stockholders, also calculated based on the Black-Scholes model. Additionally, if no consideration is offered to the Company’s stockholders in the transaction, the holder is deemed to receive common stock of the successor entity, preserving the Series A Warrants’ value.

Current report — wording carried from elsewhere

The New Warrants are immediately exercisable upon issuance, and will expire five years thereafter, and in certain circumstances may be exercised on a cashless basis. If we fail for any reason to deliver shares of common stock upon the valid exercise of the New Warrants, subject to our receipt of a valid exercise notice and the aggregate exercise price, by the time period set forth in the New Warrants, we are required to pay the applicable holder, in cash, as liquidated damages as set forth in the New Warrants. The New Warrants also include customary buy-in rights in the event we fail to deliver shares of common stock upon exercise thereof within the time periods set forth in the New Warrants.

Current report — wording carried from elsewhere

With the assistance of the Mastercard Lighthouse MASSIV program, we intend to build upon this work to maximize the opportunities to meet the critical need for secure identity programs for both governments and NGOs and have established go-to-market focused agreements with partners in Nigeria and Ghana.

Current report — wording carried from elsewhere

the QID Master Services Agreement. Additionally, there was an increase of $82 thousand in COS during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 due to increased usage of driver license

Current report — wording carried from elsewhere

validations under our existing contract with the S&P 500 bank. The Company also had an increase of $58 thousand due to

Current report — wording carried from elsewhere

an increase in web services costs resulting from increased third party vendor expenses.

Current report — wording carried from elsewhere

10Clouds as the Company transitioned this work internally resulting in cost savings as internal work is more cost effective.

Current report — wording carried from elsewhere

Selling, general, and administrative expense (“SG&A”) decreased by $2.08 million, or 30.53%, for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024. The decrease in SG&A expense was driven

Current report — wording carried from elsewhere

includes a $278 thousand reduction in stock-based compensation awards during the nine months ended September 30, 2025. The decrease in salaries, stock-based compensation, payroll costs, and sales commissions is a result of reductions to

Current report — wording carried from elsewhere

the sales team, from 9 team members employed during the nine months ended September 30, 2024 to no team members

Current report — wording carried from elsewhere

during the nine months ended September 30, 2025. In addition, the EVP of Mergers and Acquisitions left the Company in

Current report — wording carried from elsewhere

December 2024 and was not subsequently replaced and the CFO role was vacated in January 2025 and filled internally

Current report — wording carried from elsewhere

The decreases in SG&A were partially offset by increases for accounting and audit fees and educational expenses

Current report — wording carried from elsewhere

Additionally, 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. On January 1, 2025, pursuant and adhering to the Master Technology Services Agreement terms and conditions, a Statement of Work was executed, pursuant to which the Company will provide certain product development and product operations and commercial business development and related services on behalf of QID. 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 — wording carried from elsewhere

In addition, On January 10, 2025, 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 previous paragraphs (5)

Previous report — wording carried elsewhere

•Releasing sales staff that did not meet their targets.

Previous report — wording carried 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.

Previous report — wording carried elsewhere

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 report — wording carried 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.

Previous report — wording carried elsewhere

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.