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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended September 30, 2024
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ______________ to _____________
Commission file number: 001-41252
T Stamp Inc. (D/B/A Trust Stamp)
(Exact name of registrant as specified in its charter)
Delaware737281-3777260
(State or Other Jurisdiction of Incorporation or Organization)(Primary Standard Industrial Classification Number)(IRS Employer Identification Number)
3017 Bolling Way NE, Floor 2, Atlanta, Georgia 30305
(Address of registrant’s principal executive offices) (Zip code)
(404) 806-9906
Registrant's telephone number, including area code
Securities registered under Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Class A Common Stock, $0.01 par value per shareIDAIThe NASDAQ Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
Indicate by check mark whether the issuer (1) has filed reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated fileroAccelerated filero
Non-accelerated filerxSmaller reporting companyx
Emerging growth companyx
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 USC. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. o
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of November 20, 2024, there were 23,145,179 shares of Class A Common Stock, par value $0.01 per share, of the registrant outstanding.


EXPLANATORY NOTE
T Stamp Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment”) to its Quarterly Report on Form 10-Q for the fiscal period ended September 30, 2024 (the “Original Filing”) which was filed with the Securities and Exchange Commission (the “SEC”) on November 15, 2024, to amend and restate Part I, Item 1, “Notes to Condensed Consolidated Financial Statements”, with respect to certain GAAP financial disclosures in Note 2 "Borrowings". Specifically, this Amendment corrects an inadvertent misstatement under in Note 2 "Borrowings" in the Original Filing that indicated that the "Promissory Notes Payable" were repaid in full on November 15, 2024, when in fact, the "Subordinated Business Loans" were repaid in full on November 15, 2024, and the "Promissory Notes Payable" are still outstanding.
In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Amendment also amends Part II, Item 6. "Exhibits" of the Original Filing to include updated certifications from the Company’s principal executive officer and principal financial officer pursuant to Section 302 and 906 of the Sarbanes-Oxley Act of 2002 (“SOX”) as Exhibits 31.1, 31.2 and 32.1.
Other than as described above, this Amendment does not amend, update or change any other items or disclosures contained in the Original Filing, and accordingly, all other information contained in this Amendment is as of the date of the original filing and does not reflect subsequent information or events beyond the original filing date, November 7, 2024. Accordingly, this Amendment should be read in conjunction with other filings made with the SEC subsequent to the filing of the Original Filing, including any amendments to those filings. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Original Filing.
In this Amendment, T Stamp Inc. (together with its subsidiaries) is referred to as the “Company,” “Trust Stamp,” “we,” “us,” or “our.”



T STAMP INC.
TABLE OF CONTENTS

2

PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements.
T STAMP INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
September 30, 2024December 31, 2023
(unaudited)
ASSETS
Current Assets:
Cash and cash equivalents$598,031 $3,140,747 
Accounts receivable, net (includes unbilled receivables of $4,463 and $143,219 as of September 30, 2024 and December 31, 2023, respectively)
375,732 686,327 
Related party receivables23,781 44,087 
Prepaid expenses and other current assets1,213,924 826,781 
Total Current Assets2,211,468 4,697,942 
Capitalized internal-use software, net1,532,357 1,472,374 
Goodwill1,248,664 1,248,664 
Intangible assets, net193,304 223,690 
Property and equipment, net39,825 56,436 
Operating lease right-of-use assets198,634 164,740 
Investment5,100,000  
Other assets35,375 29,468 
Total Assets$10,559,627 $7,893,314 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable$1,107,276 $1,232,118 
Related party payables48,235 82,101 
Accrued expenses1,670,260 1,143,890 
Deferred revenue95,750 10,800 
Income tax payable 1,975 
Loans payable645,536  
Short-term operating lease liabilities95,367 81,236 
Short-term financial liabilities 162,130 
Total Current Liabilities3,662,424 2,714,250 
Warrant liabilities250,694 256,536 
Notes payable, including accrued interest of $45,383 and $40,317, as of September 30, 2024 and December 31, 2023, respectively
1,007,213 953,877 
Long-term operating lease liabilities70,555 53,771 
Total Liabilities4,990,886 3,978,434 
Commitments, Note 11
Stockholders’ Equity:
Common stock $0.01 par value, 50,000,000 shares authorized, 18,819,750 and 9,198,089 shares issued, and 18,819,750 and 9,143,355 outstanding at September 30, 2024 and December 31, 2023, respectively
188,198 91,434 
Treasury stock, at cost: 0 and 54,734 shares held as of September 30, 2024 and December 31, 2023, respectively
  
Additional paid-in capital60,579,359 54,375,622 
Accumulated other comprehensive income86,436 139,670 
Accumulated deficit(55,446,691)(50,853,285)
Total T Stamp Inc. Stockholders’ Equity5,407,302 3,753,441 
Non-controlling interest161,439 161,439 
Total Stockholders’ Equity5,568,741 3,914,880 
Total Liabilities and Stockholders’ Equity$10,559,627 $7,893,314 
The accompanying notes to the unaudited condensed consolidated financial statements are an integral part of these statements.
3

T STAMP INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
For the three months ended September 30,For the nine months ended September 30,
2024202320242023
Net revenue$511,081 $3,065,804 $1,585,153 $3,985,242 
Operating Expenses:
Cost of services (exclusive of depreciation and amortization shown separately below)254,892 239,313 796,925 660,199 
Research and development569,506 605,196 1,586,085 1,811,962 
Selling, general, and administrative2,181,907 2,053,524 6,805,995 5,900,715 
Depreciation and amortization181,472 189,655 547,467 596,109 
Total Operating Expenses3,187,777 3,087,688 9,736,472 8,968,985 
Operating Loss(2,676,696)(21,884)(8,151,319)(4,983,743)
Non-Operating Income (Expense):
Interest expense, net(114,320)(9,759)(149,644)(29,753)
Change in fair value of warrant liability974 (2,142)5,842 3,473 
Other income5,000,563  5,235,417 261,217 
Other expense(1,526,997)(1,377)(1,533,702)(4,174)
Total Other Income (Expense), Net3,360,220 (13,278)3,557,913 230,763 
Net Income (Loss)683,524 (35,162)(4,593,406)(4,752,980)
Deemed dividend(1,939,439) (1,939,439) 
Net loss before non-controlling interest(1,255,915)(35,162)(6,532,845)(4,752,980)
Net loss attributable to non-controlling interest    
Net loss attributable to T Stamp Inc.$(1,255,915)$(35,162)$(6,532,845)$(4,752,980)
Basic and diluted net loss per share attributable to T Stamp Inc.$(0.07)$ $(0.49)$(0.71)
Weighted-average shares used to compute basic and diluted net loss per share17,717,2478,155,61713,368,1696,658,205
The accompanying notes to the unaudited condensed consolidated financial statements are an integral part of these statements.
4

T STAMP INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(unaudited)
For the three months ended September 30,For the nine months ended September 30,
2024202320242023
Net loss including non-controlling interest$(1,255,915)$(35,162)$(6,532,845)$(4,752,980)
Other Comprehensive Income (Loss):
Foreign currency translation adjustments(88,623)18,204 (53,234)(30,842)
Total Other Comprehensive Income (Loss)(88,623)18,204 (53,234)(30,842)
Comprehensive loss(1,344,538)(16,958)(6,586,079)(4,783,822)
Comprehensive loss attributable to non-controlling interest    
Comprehensive loss attributable to T Stamp Inc.$(1,344,538)$(16,958)$(6,586,079)$(4,783,822)
The accompanying notes to the unaudited condensed consolidated financial statements are an integral part of these statements.
5

T STAMP INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(unaudited)
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023
Common StockAdditional
Paid-In
Capital
Treasury StockAccumulated
Other
Comprehensive
Income
Accumulated
Deficit
Non-controlling
Interest
Total
SharesAmountSharesAmount
Balance, June 30, 20237,972,244$79,722 47,067,37716,821$ $188,206 $(44,017,544)$161,439 $3,479,200 
Exercise of warrants to common stock270,0002,700618,300621,000
Issuance of common stock in relation to vested restricted stock units, to wholly owned subsidiary2,24823(1,876)(2,248)(1,853)
Stock-based compensation148,040148,040
Currency translation adjustment18,20418,204
Net loss attributable to T Stamp Inc.(35,162)(35,162)
Balance, September 30, 20238,244,492$82,445 $47,831,841 14,573$ $206,410 $(44,052,706)$161,439 $4,229,429 
Common StockAdditional
Paid-In
Capital
Treasury StockAccumulated
Other
Comprehensive
Income
Accumulated
Deficit
Non-controlling
Interest
Total
SharesAmountSharesAmount
Balance, June 30, 202411,384,139$113,841 $56,591,713 $ $175,059 $(56,130,215)$161,439 $911,837 
Exercise of prefunded warrants to common stock957,9109,580 (9,580)— — — —  
Exercise of warrants to common stock, including inducement1,880,00018,800 3,458,987 — — — — 3,477,787 
Termination of common stock warrant agreement— (483,560)— — — — (483,560)
Deemed dividend related to inducement transactions— (1,939,439)— — — — (1,939,439)
Issuance of common stock, prefunded warrants, and common stock warrants, net of fees4,597,70145,977 2,609,645 — — — — 2,655,622 
Stock-based compensation— 351,593 — — — — 351,593 
Currency translation adjustment— — — (88,623)— — (88,623)
Net income attributable to T Stamp Inc.— — — — 683,524 — 683,524 
Balance, September 30, 202418,819,750$188,198 $60,579,359 $ $86,436 $(55,446,691)$161,439 $5,568,741 

The accompanying notes to the unaudited condensed consolidated financial statements are an integral part of these statements.




6


T STAMP INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(unaudited)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023
Common StockAdditional
Paid-In
Capital
Treasury StockStockholders’
Notes
Receivable
Accumulated
Other
Comprehensive
Income
Accumulated
Deficit
Non-controlling
Interest
Total
SharesAmountSharesAmount
Balance, January 1, 20234,854,302$48,543 $39,496,183 56,513$ $(18,547)$237,252 $(39,299,726)$161,439 $625,144 
Exercise of warrants to common stock1,823,25018,233 604,321 — — — — — 622,554 
Exercise of options to common stock1,74017 1,983 — — — — — 2,000 
Issuance of common stock, prefunded warrants, and common stock warrants, net of fees1,312,46813,124 7,451,188 — — — — — 7,464,312 
Issuance of common stock in relation to vested restricted stock units, to wholly owned subsidiary247,9732,480 (27,136)(41,940)— — — — — (24,656)
Reverse stock split rounding4,75948 (48)— — — — —  
Repayment of shareholders loan through in-kind services— — — 18,547 — — — 18,547 
Stock-based compensation— 305,350 — — — — — 305,350 
Currency translation adjustment— — — — (30,842)— — (30,842)
Net loss attributable to T Stamp Inc.— — — — — (4,752,980)— (4,752,980)
Balance, September 30, 20238,244,492$82,445 $47,831,841 14,573$ $ $206,410 $(44,052,706)$161,439 $4,229,429 
Common StockAdditional
Paid-In
Capital
Treasury StockAccumulated
Other
Comprehensive
Income
Accumulated
Deficit
Non-controlling
Interest
Total
SharesAmountSharesAmount
Balance, January 1, 20249,143,355$91,434 $54,375,622 54,734$ $139,670 $(50,853,285)$161,439 $3,914,880 
Exercise of prefunded warrants to common stock2,382,01023,821 (23,821)— — — —  
Exercise of warrants to common stock, including inducement1,880,00018,800 3,458,987 — — — — 3,477,787 
Termination of common stock warrant agreement— (483,560)— — — — (483,560)
Issuance of common stock in relation to vested restricted stock units and grants316,6943,166 (60,158)(54,734)— — — — (56,992)
Deemed dividend related to inducement transactions— (1,939,439)— — — — (1,939,439)
Issuance of common stock, prefunded warrants, and common stock warrants, net of fees5,097,69150,977 4,295,125 — — — — 4,346,102 
Stock-based compensation— 956,603 — — — — 956,603 
Currency translation adjustment— — — (53,234)— — (53,234)
Net loss attributable to T Stamp Inc.— — — — (4,593,406)— (4,593,406)
Balance, September 30, 202418,819,750$188,198 $60,579,359 $ $86,436 $(55,446,691)$161,439 $5,568,741 
The accompanying notes to the unaudited condensed consolidated financial statements are an integral part of these statements.
7


T STAMP INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
For the nine months ended September 30,
20242023
Cash flows from operating activities:
Net loss attributable to T Stamp Inc.$(4,593,406)$(4,752,980)
Net loss attributable to non-controlling interest  
Adjustments to reconcile net loss to cash flows used in operating activities:
Depreciation and amortization547,467 596,109 
Stock-based compensation956,603 305,350 
Change in fair value of warrant liability(5,842)(3,473)
Repayment of shareholder loan through in-kind services 18,547 
Impairment of capitalized internal-use software23,595 16,819 
Gain on sale of property and equipment (216,189)
Non-cash interest 133,146 28,958 
Non-cash lease expense109,700 151,001 
Non-cash write off of mobile hardware(162,130)(15,775)
Loss on retirement of equipment3,751 17,589 
Loss on inducement agreements 360,307  
Loss on termination of warrant agreement 1,166,440  
Non-cash investment gain (5,000,000) 
Changes in assets and liabilities:
Accounts receivable310,595 467,129 
Related party receivables20,306 396 
Prepaid expenses and other current assets(387,143)40,220 
Other assets(5,907)(20,442)
Accounts payable(124,842)(258,376)
Accrued expense526,370 (238,431)
Related party payables(33,866)(145,274)
Deferred revenue84,950 (1,724,202)
Income tax payable(1,975)(5,616)
Operating lease liabilities(111,277)(145,483)
Net cash flows from operating activities(6,183,158)(5,884,123)
Cash flows from investing activities:
Proceeds from sale of property, plant and equipment 377,360 
Investment(100,000) 
Capitalized internally developed software costs(502,206)(478,338)
Patent application costs(71,883)(78,169)
Purchases of property and equipment(12,617)(538)
Net cash flows from investing activities(686,706)(179,685)
Cash flows from financing activities:
Proceeds from common stock, prefunded warrants, and common stock warrants, net of fees3,985,795 7,464,312 
Payment to terminate common stock warrant agreement(1,650,000) 
Forfeited common stock shares to satisfy taxes(56,992)(24,656)
Proceeds from exercise of warrants to common stock1,538,348 622,554 
Proceeds from exercise of options to common stock 2,000 
Proceeds from loans845,000  
Principal payments on loans(287,228) 
Principal payments on financial liabilities (29,715)
Net cash flows from financing activities$4,374,923 $8,034,495 
Effect of foreign currency translation on cash(47,775)(42,678)
Net change in cash and cash equivalents(2,542,716)1,928,009 
Cash and cash equivalents, beginning of period3,140,747 1,254,494 
Cash and cash equivalents, end of period$598,031 $3,182,503 


8




T STAMP INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)

Supplemental disclosure of cash flow information:
Cash paid during the period for interest$2,356 $580 
Supplemental disclosure of non-cash activities:
Adjustment to investing activities for warrants issued to the Company in lieu of cash$5,000,000 $ 
Adjustment to operating lease right-of-use assets related to renewed leases$143,594 $82,185 
Adjustment to operating lease operating lease liabilities related to renewed leases$142,192 $83,298 
Adjustment to operating lease right-of-use assets related to terminated leases$ $82,095 
Adjustment to operating lease liabilities related to terminated leases$ $77,648 
Prepaid rent expense reclassified upon termination of leases$ $5,335 

The accompanying notes to the unaudited condensed consolidated financial statements are an integral part of these statements.
9


T STAMP INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. Description of Business, Summary of Significant Accounting Policies, and Going Concern
Description of Business — T Stamp Inc. was incorporated in the State of Delaware on April 11, 2016. T Stamp Inc. and its subsidiaries (“Trust Stamp,” “we,” “us,” “our,” or the “Company”) develop and market artificial intelligence-powered or enabled software solutions for enterprise and government partners and peer-to-peer markets.
Trust Stamp primarily develops proprietary artificial intelligence-powered solutions, researching and leveraging machine learning artificial intelligence, including computer vision, cryptography, and data mining, to process and protect data and deliver insightful outputs that identify and defend against fraud, protect sensitive user information, facilitate automated processes, and extend the reach of digital services through global accessibility. We utilize the power and agility of technologies such as GPU processing, edge computing, neural networks, and large language models to process and protect data faster and more effectively than historically possible to deliver results at a disruptively low cost for usage across multiple industries.

Our team has substantial expertise in the creation and development of AI-enabled software products. We license our technology and expertise in numerous fields, with an increasing emphasis on addressing diverse markets through established partners who will integrate our technology into field-specific applications.
Reverse Split — On February 15, 2023 our Board of Directors approved and, as of February 20, 2023, the holders of a majority of our voting capital stock approved an amendment (the “Certificate of Amendment”) to the Company’s Amended and Restated Certificate of Incorporation and approved to effect a reverse split of our issued and outstanding shares of Class A Common Stock at a ratio of one share for every five shares currently held, rounded up to the nearest whole share – whereby every five (5) outstanding shares of Class A Common Stock was combined and became one (1) share of Class A Common Stock, rounding up to the nearest whole number of shares (the “Reverse Split”). All share and per share amounts have been updated to reflect the Reverse Split in these unaudited condensed consolidated financial statements. The Reverse Split was effective for trading on the market opening of Nasdaq on March 23, 2023. The Reverse Stock Split effective March 23, 2023, was ratified by the Company’s stockholders by written consent pursuant to a definitive proxy statement filed with the Securities and Exchange Commission on April 13, 2023. Written consent from the majority of stockholders was received as of May 13, 2023.
Amended and Restated Certificate of Incorporation On July 6, 2023, the Company received confirmation of the acceptance of its Third Amended and Restated Certificate of Incorporation (the "Third Restated Certificate") from the Secretary of State of Delaware. The Third Restated Certificate was approved by the Company’s stockholders by written consent pursuant to a definitive proxy statement filed with the Securities and Exchange Commission on April 13, 2023. Written consent from the majority of stockholders was received as of May 13, 2023. The Third Restated Certificate maintained the 50,000,000 authorized shares of Common Stock and eliminated the authorized Preferred Stock. The Third Restated Certificate also created a classified Board of Directors of the Company with three classes of directors who will stand for election in staggered years.
Going Concern — 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 during the nine months ended September 30, 2024 of $4.59 million, net operating cash outflows of $6.18 million for the same period, working capital of negative $1.45 million and an accumulated deficit of $55.45 million as of September 30, 2024.
The Company’s ability to continue as a going concern in the next twelve months following the date the unaudited condensed consolidated financial statements were available to be issued is dependent upon its ability to produce revenues and/or obtain financing sufficient to meet current and future obligations and deploy such to produce profitable operating results. Management has evaluated these conditions and plans to generate revenue and raise capital as needed to satisfy the Company’s capital needs. While the negotiation of significant additional revenue is well advanced, it has not reached a stage that allows it to be factored into a going concern evaluation. In addition, although the Company has previously been successful in raising capital as needed and has already made plans to do so as well as restructuring expenses to meet the Company’s cash needs, no assurance can be given that the Company will be successful in its capital raising efforts. These
10


factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period.
Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with US Generally Accepted Accounting Principles (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). The accompanying unaudited condensed consolidated financial statements have been prepared on a basis which assumes that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.
Basis of Consolidation The accompanying unaudited condensed consolidated financial statements reflect the activity of the Company and its subsidiaries, Trusted Mail Inc. (“Trusted Mail”), Finnovation LLC (“Finnovation”), Trust Stamp Malta Limited (“Trust Stamp Malta”), AIID Payments Limited, Biometric Innovations Limited (“Biometrics”), Trust Stamp Rwanda Limited, Trust Stamp Denmark ApS, Quantum Foundation, TSI GovTech Corporation, Global Server Management Inc., Cheltenham AI LTD, and Trust Stamp Nigeria Limited. All significant intercompany transactions and accounts have been eliminated.
The Company has completed the process of administratively dissolving AIID Payments Limited and the dissolution was effective October 29, 2024.
Further, we continue to consolidate Tstamp Incentive Holdings (“TSIH”) which we consider to be a variable interest entity.
In the opinion of management, these unaudited condensed consolidated financial statements reflect all adjustments necessary (which adjustments are of a normal and recurring nature) for the fair presentation of the Company's financial position as of September 30, 2024 and December 31, 2023, and the results of operations for the three and nine months ended September 30, 2024 and 2023. The results of operations for the three and nine months ended September 30, 2024 are not necessarily indicative of results expected for the full year. Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with GAAP have been omitted pursuant to the rules and regulations of the SEC. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes to consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2023. The accounting policies employed are substantially the same as those shown in note 1 of the notes to consolidated financial statements included therein.
Variable Interest Entity — On April 9, 2019, management created a new entity, TSIH. Furthermore, on April 25, 2019, the Company issued 320,513 shares of Class A Common Stock to TSIH, for the purpose of providing a pool of shares of Class A Common Stock of the Company that the Company’s Board of Directors (the “Board”) could use for employee stock awards and were recorded initially as Treasury stock. Since establishing TSIH, 264,000 shares were transferred to various employees as a stock award that were earned and outstanding. On February 15, 2023, Trust Stamp issued 206,033 shares of Class A Common Stock to TSIH to be used to satisfy vested employee stock awards. As of September 30, 2024, no shares of Class A Common Stock are held by TSIH as all shares have been issued pursuant to employee Restricted Stock Units.
The Company considers this entity to be a variable interest entity (“VIE”) because it is thinly capitalized and holds no cash. Because the Company does not own shares in TSIH, management believes that this gives the Company a variable interest. Further, management of the Company also acts as management of TSIH and is the decision-maker as management grants shares held by TSIH to employees of the Company. As this VIE's primary purpose is to hold shares in the Company from time to time and holds no other liabilities or assets, the Company is the primary beneficiary of TSIH and will consolidate the VIE.
Major Customers and Concentration of Risks — Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of Cash and cash equivalents, and Accounts receivable. We maintain our Cash and cash equivalents with high-quality financial institutions, mainly in the United States; the composition of which are regularly monitored by us. The Federal Deposit Insurance Corporation covers $250,000 for substantially all depository accounts. The Company from time to time may have amounts on deposit in excess of the insured limits. As of September 30, 2024 the Company had $30,342 of deposits in excess of insured limits, meanwhile as at December 31, 2023, the Company had $2,620,765 in U.S. bank accounts which exceeded insured limits. Management believes minimal credit risk exists with respect to these financial institutions and the Company has not experienced any losses on such amounts.
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For Accounts receivable, we are exposed to credit risk in the event of nonpayment by customers to the extent the amounts are recorded in the consolidated balance sheets. We extend different levels of credit and maintain reserves for potential credit losses based upon the expected collectability of Accounts receivable. We manage credit risk related to our customers by performing periodic evaluations of credit worthiness and applying other credit risk monitoring procedures.
Three customers represented 86.87% or 65.12%, 17.12%, and 4.63% of the balance of total Accounts receivable as of September 30, 2024 and three customers represented 91.11% or 53.55%, 30.43%, and 7.13% of the balance of total Accounts receivable as of December 31, 2023. The Company seeks to mitigate its credit risk with respect to Accounts receivable by contracting with large commercial customers and government agencies, and regularly monitoring the aging of Accounts receivable balances. As of September 30, 2024 and December 31, 2023, the Company had not experienced any significant losses on its Accounts receivable.
During the three months ended September 30, 2024, the Company sold to primarily three customers which made up approximately 93.24% of total Net revenue, and consisted of 66.34%, 17.60%, and 9.30% from an S&P 500 Bank, Mastercard, and Triton, respectively.
Additionally, during the three months ended September 30, 2023, the Company sold to primarily three customers which made up approximately 95.85% of total Net revenue, and consisted of 81.87%, 7.91%, and 6.07% from IGS, Mastercard, and an S&P 500 Bank, respectively.
During the nine months ended September 30, 2024, the Company sold to primarily three customers which made up approximately 94.68% of total Net revenue, and consisted of 63.66%, 21.07%, and 9.95% from an S&P 500 Bank, Mastercard, and Triton, respectively.
Additionally, during the nine months ended September 30, 2023, the Company sold to primarily three customers which made up approximately 90.53% of total Net revenue, and consisted of 62.98%, 14.95%, and 12.60% from IGS, an S&P 500 Bank, and Mastercard, respectively.
Property and Equipment, Net — Property and equipment, net is stated at cost less accumulated depreciation. Depreciation is recognized using the straight-line method over the estimated useful lives of the respective assets. Maintenance and repairs that do not improve or extend the useful lives of the assets are expensed when incurred, whereas additions and major improvements are capitalized. Upon sale or retirement of assets, the cost and related accumulated depreciation are derecognized from the consolidated balance sheet and any resulting gain or loss is recorded in the consolidated statements of operations in the period realized.
Accounting for Impairment of Long-Lived Assets — Long-lived assets with finite lives include Property and equipment, net, Capitalized internal-use software, Operating lease right-of-use assets, and Intangible assets, net subject to amortization. The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability of assets held and used is measured by comparison of the carrying amount of an asset or an asset group to estimated undiscounted future net cash flows expected to be generated by the asset or asset group. If the carrying amount of an asset exceeds these estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the assets exceeds the fair value of the asset or asset group. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.
As of September 30, 2024, the Company determined that $24 thousand of Capitalized internal-use software were impaired. The impaired Capitalized internal-use software was expensed to Research and development during the nine months ended September 30, 2024. As of December 31, 2023, the Company determined that $19 thousand of Capitalized internal-use software and $12 thousand of Intangible assets was impaired. The impaired Capitalized internal-use software was expensed to Research and development during the year ended December 31, 2023.
Goodwill Goodwill is accounted for in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 350, Intangibles—Goodwill and Other. The Company allocates the cost of an acquired business to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The excess of the purchase consideration transferred over the fair value of the net assets acquired, including other Intangible assets, net, is recorded as Goodwill. Goodwill is tested for impairment at the reporting unit level at least quarterly or more frequently when events or circumstances occur that indicate that it is more likely than not that an impairment has occurred. In assessing Goodwill for impairment, the Company first assesses qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. In the qualitative assessment, the Company considers factors including
12


economic conditions, industry and market conditions and developments, overall financial performance and other relevant entity-specific events in determining whether it is more likely than not that the fair value of the reporting unit is less than the carrying amount. Should the Company conclude that it is more likely than not that the recorded Goodwill amounts have been impaired, the Company would perform the impairment test. Goodwill impairment exists when a reporting unit’s carrying value exceeds its fair value. Significant judgment is applied when Goodwill is assessed for impairment. There were no impairment charges to Goodwill as of September 30, 2024 and December 31, 2023.
Remaining Performance Obligations — The Company’s arrangements with its customers often have terms that span over multiple years. However, the Company generally allows its customers to terminate contracts for convenience prior to the end of the stated term with less than twelve months’ notice. Revenue allocated to remaining performance obligations represents non-cancelable contracted revenue that has not yet been recognized, which includes deferred revenue and, in certain instances, amounts that will be invoiced. The Company has elected the practical expedient allowing the Company to not disclose remaining performance obligations for contracts with original terms of twelve months or less. Cancellable contracted revenue, which includes customer deposit liabilities, is not considered a remaining performance obligation. As of September 30, 2024 and December 31, 2023, the Company did not have any related performance obligations for contracts with terms exceeding twelve months.
Disaggregation of Revenue
For the three months ended September 30,For the nine months ended September 30,
2024202320242023
Professional services (over time)$424,831 $2,990,804 $1,326,403 $3,760,242 
License fees (over time)86,250 75,000 258,750 225,000 
Total Revenue$511,081 $3,065,804 $1,585,153 $3,985,242 
Recent Accounting Pronouncements Not Yet Adopted In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) – Improvements to Income Tax Disclosures. ASU 2023-09 requires enhancements and further transparency to certain income tax disclosures, most notably the tax rate reconciliation and income taxes paid. This ASU is effective for fiscal years beginning after December 15, 2024 on a prospective basis and retrospective application is permitted. The Company is currently evaluating the impacts of the new standard but does not expect a material impact to its unaudited condensed consolidated financial statements or related disclosures.
In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. The amendments in this ASU clarify that an entity should measure the fair value of an equity security subject to contractual sale restriction the same way it measures an identical equity security that is not subject to such a restriction. The FASB said the contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, should not affect its fair value. The ASU is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted. The Company does not expect this guidance to have a material impact to its unaudited condensed consolidated financial statements or related disclosures.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures. ASU 2023-07 improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments are effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Early adoption of the amendments is permitted. The Company is currently evaluating the impacts of the new standard but does not expect a material impact to its unaudited condensed consolidated financial statements or related disclosures.
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2. Borrowings
Promissory Notes Payable
September 30, 2024December 31, 2023
Malta loan receipt 3 – June 3, 2022$511,262 $507,035 
Malta loan receipt 2 – August 10, 2021315,673 313,063 
Malta loan receipt 1 – February 9, 202164,807 64,271 
Interest added to principal70,088 29,191 
Total principal outstanding961,830 913,560 
Plus: accrued interest45,383 40,317 
Total promissory notes payable$1,007,213 $953,877 
In May 2020, the Company formed a subsidiary in the Republic of Malta, Trust Stamp Malta, with the intent to establish a research and development center with the assistance of potential grants and loans from the Maltese government. As part of the creation of this entity, we entered into an agreement with the government of Malta for a potentially repayable advance of up to €800 thousand or $858 thousand to assist in covering the costs of 75% of the first 24 months of payroll costs for any employee who begins 36 months from the execution of the agreement on July 8, 2020. On February 9, 2021 the Company began receiving funds and as of September 30, 2024, the balance received was $892 thousand which includes changes in foreign currency rates.
The Company will pay an annual interest rate of 2% over the European Central Banks (ECB) base rate as set on the beginning of the year in review. If the ECB rate is below negative 1%, the interest rate shall be fixed at 1%. The Company will repay a minimum of 10% of Trust Stamp Malta’s pre-tax profits per annum capped at 15% of the amount due to the Corporation until the disbursed funds are repaid. At this time, Trust Stamp Malta does not have any revenue-generating contracts and therefore, we do not believe any amounts shall be classified as current. The Malta loan interest rate increased from 4.5% for the nine months ended September 30, 2023 to 6.5% for the nine months ended September 30, 2024 due to the increased interest rate noted by the ECB.
Subordinated Business Loans
September 30, 2024December 31, 2023
Agile loan agreement 1 - July 9, 2024$315,000 $ 
Agile loan agreement 2 - August 29,2024530,000  
Interest added to loan agreement 1 - July 9, 202454,450  
Interest added to loan agreement 2 - August 29, 202433,314 
Total principal and interest outstanding932,764  
Less: loan repayments287,228  
Total promissory notes payable$645,536 $ 
On July 9, 2024, the Company entered into a subordinated secured promissory note with Agile Lending, LLC as lead lender (“Agile”) and Agile Capital Funding, LLC as collateral agent, which provides for a term loan to the Company of $454 thousand with the principal amount of $315 thousand and interest of $139 thousand. Commencing July 18, 2024, the Company is required to make weekly payments of $16 thousand until the due date, January 23, 2025. The loan may be prepaid subject to a prepayment fee. An administrative agent fee of $15 thousand was paid on the loan. In connection with the loan, Agile was issued a subordinated secured promissory note, dated July 9, 2024, in the principal amount of $315 thousand which note is secured by all of the Borrower’s assets, including receivables. The liability was paid in full on November 15, 2024.
On August 29, 2024, the Company entered into another subordinated secured promissory note with Agile Lending, LLC as lead lender (“Agile”) and Agile Capital Funding, LLC as collateral agent, which provides for a term loan to the Company of $763 thousand with the principal amount of $530 thousand and interest of $233 thousand. Commencing September 6, 2024, the Company is required to make weekly payments of $27 thousand until the due date, March 14, 2025. The loan may be prepaid subject to a prepayment fee. An administrative agent fee of $27 thousand was paid on the loan. In
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connection with the loan, Agile was issued a subordinated secured promissory note, dated August 29, 2024, in the principal amount of $530 thousand which note is secured by all of the Borrower’s assets, including receivables. The liability was paid in full on November 15, 2024.
3. Warrants
Liability Classified Warrants
The following table presents the change in the liability balance associated with the liability classified warrants, which are classified in Level 3 of the fair value hierarchy from January 1, 2023 to September 30, 2024:
Warrants ($)
Balance as of January 1, 2023$261,569 
Additional warrants issued 
Change in fair value(5,033)
Balance as of December 31, 2023$256,536 
Additional warrants issued 
Change in fair value(5,842)
Balance as of September 30, 2024$250,694 
As of September 30, 2024, the Company has issued a customer a warrant to purchase up to $1.00 million of capital stock in a future round of financing at a 20% discount of the lowest price paid by another investor. The warrant was issued on November 9, 2016. There is no vesting period, and the warrant expires on November 30, 2026. The Company evaluated the provisions of ASC 480, Distinguishing Liabilities from Equity, noting the warrant should be classified as a liability due to its settlement being for a variable number of shares and potentially for a class of shares not yet authorized. The warrant was determined to have a fair value of $250 thousand which was recorded as a Deferred contract acquisition asset and to a Warrant liability during the year ended December 31, 2016 and was amortized as a revenue discount prior to the current periods presented. The fair value of the warrant was estimated on the date of grant by estimating the warrant’s intrinsic value on issuance using the estimated fair value of the Company as a whole and has a balance of $250 thousand as of September 30, 2024.
On December 16, 2016, the Company issued an investor warrant to purchase $50 thousand worth of shares of our Class A Common Stock. The warrants have no vesting period and expires on December 16, 2026. The warrant agreement states that the investor is entitled to the “number of shares of Common Stock with a Fair Market Value as of the Determination Date of $50,000”. The determination date is defined as the “date that is the earlier of (A) the conversion of the investor’s Note into the equity interests of the Company or (B) the maturity date of the Note.” The investor converted the referenced Note on June 30, 2020, therefore, defining the determination date. The number of shares to be purchased is settled as 6,418 shares as of June 30, 2020. The exercise price of the warrants is variable until the exercise date.
The Company used a Black-Scholes-Merton pricing model to determine the fair value of the warrants and uses this model to assess the fair value of the warrant liability. As of September 30, 2024, the warrant liability is recorded at $1 thousand which is a $6 thousand decrease, recorded to Change in fair value of warrant liability, from the balance of $7 thousand as of December 31, 2023.
The following assumptions were used to calculate the fair value of the warrant liability during the nine months ended September 30, 2024:
Fair Value of Warrants
$0.11 — $0.64
Exercise price
$0.26 — $0.49
Risk free interest rate
 3.51%— 4.50%
Expected dividend yield %
Expected volatility
79.19% — 79.59%
Expected term
1 year - 3 years
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Equity Classified Warrants
Warrant Issuance DateStrike PriceSeptember 30, 2024December 31, 2023
November 9, 2016$3.12 80,12880,128
January 23, 2020$8.00 186,442186,442
January 23, 2020$8.00 524,599524,599
April 18, 2023$1.34 775,330
June 5, 2023$0.32 1,279,700
December 21, 2023$0.32 2,893,0303,600,000
April 3, 2024$0.97 
April 3, 2024$1.06 
September 3, 2024$0.32 1,432,399
September 3, 2024$0.32 2,864,798
September 3, 2024$0.32 9,546,060
September 10, 2024$0.23 3,763,950
Total warrants outstanding21,291,4066,446,199
November 9, 2016
The Company has issued a customer a warrant to purchase 80,128 shares of Class A Common Stock with an exercise price of $3.12 per share. The warrant was issued on November 9, 2016. There is no vesting period, and the warrant expires on November 30, 2026.
January 23, 2020
In January 2020, the Company issued REach®, a related party, a warrant to purchase 186,442 shares of the Company’s Class A Common Stock at a strike price of $8.00 per share in exchange for the cancellation of a $100 thousand SAFE issued on August 18, 2017 by the Company’s affiliate Trusted Mail Inc. with a value of $125 thousand. The warrants were issued on January 23, 2020. There is no vesting period, and the warrants expire on December 20, 2024.
January 23, 2020
In January 2020, the Company issued SCV, a related party, a warrant to purchase 932,111 shares of the Company’s Class A Common Stock at a strike price of $8.00 per share in exchange for $300 thousand in cash and “Premium” sponsorship status with a credited value of $100 thousand per year for 3 years totaling $300 thousand. This “premium” sponsorship status provides the Company with certain benefits in marketing and networking, such as the Company being listed on the investor’s website, as well as providing the Company certain other promotional opportunities organized by the investor. The warrants were issued on January 23, 2020. There is no vesting period, and the warrants expire on December 20, 2024.
On December 21, 2021, SCV executed a Notice of Exercise for certain of its warrants to purchase 407,512 shares of Class A Common Stock at an exercise price of $8.00 per share for a total purchase price of $3.26 million. The closing occurred on January 10, 2022 and resulted in total cash proceeds of $3,260,000 to the Company for the warrant exercise.
The warrants to purchase the remaining 524,599 shares of the Company’s Class A Common Stock remain outstanding as of September 30, 2024.
April 18, 2023
On April 14, 2023, the Company entered into a securities purchase agreement (“SPA”) with Armistice Capital Master Fund Ltd. Pursuant to which the Company agreed to issue and sell to the investor (i) in a registered direct offering, 563,380 shares of Class A Common Stock, par value $0.01 per share of the Company at a price of $3.30 per share, and pre-funded warrants to purchase up to 1,009,950 shares of Class A Common Stock, at a price of $3.299 per prefunded warrant, at an exercise price of $0.001 per share of Class A Common Stock, and (ii) in a concurrent private placement, common stock purchase warrants, exercisable for an aggregate of up to 1,573,330 shares of Class A Common Stock, at an exercise price of $3.30 per share. On April 18, 2023, the Company sold 563,380 shares of Class A Common Stock to the institutional
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investor at a price of $3.30 per share for total proceeds $1,859,154. Additionally, on same date, the institutional investor purchased and exercised the 1,009,950 pre-funded warrants, for total proceeds to the Company of $3,332,835, resulting in an aggregate issuance by the Company of 1,573,330 shares of Class A Common Stock for net proceeds of $4,778,550 from the registered direct offering after deducting placement fee and legal expense of $363,439 and $50,000, respectively.
On December 21, 2023, the Company entered into an Inducement Agreement with Armistice Capital Master Fund Ltd. Pursuant to the terms of the Inducement Agreement, the exercise price for the warrants to purchase the remaining 1,573,330 shares of Class A Common Stock of the Company was reduced to $1.34 for a total purchase price of $2,108,262.
On December 21, 2023, the remaining 1,573,330 common stock purchase warrants to purchase shares of Class A Common Stock of the Company at a price of $1.34 per warrant were exercised for total proceeds of $2,108,262.
As of December 31, 2023, the Company had received Notice to Exercise for 798,000 common stock purchase warrants resulting in an issuance by the Company of 798,000 shares of Class A Common Stock. Due to the beneficial ownership limitation provisions in the Inducement Agreement, as of December 31, 2023 the remaining 775,330 common stock purchase warrants exercised on December 21, 2023 were unissued and held in abeyance for benefit of the institutional investor until notice from the institutional investor that the shares may be issued in compliance with the beneficial ownership limitation. On February 7, 2024 and February 27, 2024, the Company issued 320,000 and 455,330 shares, respectively.
All warrants related to this investment have been exercised and are no longer outstanding as of September 30, 2024.
June 5, 2023
On June 1, 2023, the Company entered into a securities purchase agreement (“SPA”) with an Armistice Capital Master Fund Ltd. Pursuant to which the Company agreed to issue and sell to the investor (i) in a registered direct offering, 736,400 shares of Class A Common Stock, par value $0.01 per share of the Company at a price of $2.30 per share, and pre-funded warrants to purchase up to 543,300 shares of Class A Common Stock, at a price of $2.299 per prefunded warrant, at an exercise price of $0.001 per share of Class A Common Stock, and (ii) in a concurrent private placement, common stock purchase warrants, exercisable for an aggregate of up to 1,279,700 shares of Class A Common Stock, at an exercise price of $2.30 per share. On June 5, 2023, the Company sold 736,400 shares of Class A Common Stock to the institutional investor at a price of $2.30 per share for total proceeds of $1,693,720. Additionally, on same date, the institutional investor purchased the 543,300 pre-funded warrants at a price of $2.299 per prefunded warrant, for total proceeds to the Company of $1,249,047, resulting in an issuance by the Company of 736,400 shares of Class A Common Stock for net proceeds of $2,686,773 from the registered direct offering after deducting placement fee and legal expense of $205,994 and $50,000, respectively.
On June 12, 2023, the institutional investor exercised 322,300 pre-funded warrants at a price of $0.001 per prefunded warrant, resulting in an issuance by the Company of 322,300 shares of Class A Common Stock for total proceeds of $322. Additionally, on June 23, 2023, the institutional investor exercised 221,000 pre-funded warrants at a price of $0.001 per prefunded warrant, resulting in an issuance by the Company of 221,000 shares of Class A Common Stock for total proceeds of $221.
On December 21, 2023, the Company entered into an Inducement Agreement with Armistice Capital Master Fund Ltd. Pursuant to the terms of the Inducement Agreement, the exercise price for the common stock purchase warrants to purchase the remaining 1,279,700 shares of Class A Common Stock of the Company was reduced to $1.34 for a total purchase price of $1,714,798.
On December 21, 2023, the institutional investor exercised 106,670 warrants to purchase shares of Class A Common Stock of the Company at a price of $1.34 per warrant for total proceeds of $142,938.
As of December 31, 2023, due to the beneficial ownership limitation provisions in the Inducement Agreement, the 106,670 warrants were unissued and held in abeyance for benefit of the institutional investor until notice from the institutional investor that the shares may be issued in compliance with the beneficial ownership limitation. These shares were subsequently issued on February 27, 2024.
On September 3, 2024, the Company entered into an Inducement Agreement with Armistice Capital Master Fund Ltd. Pursuant to the terms of the Inducement Agreement, the exercise price for the common stock purchase warrants to purchase
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the remaining 1,173,030 shares of Class A Common Stock of the Company was reduced to $0.3223. All of the 1,173,030 shares were exercised and issued on September 4, 2024.
All warrants related to this investment have been exercised and are no longer outstanding as of September 30, 2024.
December 21, 2023
On December 21, 2023, the Company entered into a warrant exercise agreement (the “WEA”) with a certain existing institutional investor, pursuant to which the institutional investor agreed to exercise (the “Exercise”) (i) a portion (106,670) of the warrants issued to the institutional investor on June 5, 2023, which, as of December 21, 2023, were exercisable for 1,279,700 shares of the Company’s Class A Common Stock, par value $0.01 per share (“Class A Common Stock”) with a current exercise price of $2.30 per share (the “June 2023 Warrants”), (ii) all of the warrants issued to the institutional investor on September 14, 2022, as amended on June 5, 2023, which are exercisable for 120,000 shares of Class A Common Stock, with a current exercise price of $2.30 per share (the “September 2022 Warrants”), and (iii) all of the warrants issued to the institutional investor on April 18, 2023, which are exercisable for 1,573,330 shares of Class A Common Stock, with a current exercise price of $3.30 per share (the “April 2023 Warrants” and collectively with all of the June 2023 Warrants and the September 2022 Warrants, the “Existing Warrants”). In consideration for the immediate exercise of 1,800,000 of the Existing Warrants for cash, the Company agreed to reduce the exercise price of all of the Existing Warrants, including any unexercised portion thereof, to $1.34 per share, which was equal to the most recent closing price of the Company’s Class A Common Stock on The Nasdaq Stock Market prior to the execution of the WEA. As of September 30, 2024, the institutional investor had submitted an Exercise Notice for all 1,800,000 Existing Warrants, in two batches, 918,000 and 882,000, respectively, and the shares of Class A Common Stock were issued to the warrant holders.
In addition, in consideration for such Exercise, the Selling Stockholder received new unregistered warrants to purchase up to an aggregate of 3,600,000 shares of Class A Common Stock, equal to 200% of the shares of Class A Common Stock issued in connection with the Exercise, with an exercise price of $1.34 per share (the “New Warrants”) in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933 (the “Securities Act”).
On September 3, 2024, the Company entered into an Inducement Agreement with an institutional investor. Pursuant to the terms of the Inducement Agreement, the exercise price for the common stock purchase warrants to purchase the remaining 3,600,000 shares of Class A Common Stock of the Company was reduced to $0.3223. The 3,600,000 warrants were subsequently exercised resulting in the Company receiving $1,160,280 in cash proceeds.
Due to the beneficial ownership limitation provisions in the Inducement Agreement, 706,970 shares were issued on September 4, 2024.
The warrants to purchase the remaining 2,893,030 shares are held in abeyance for benefit of the institutional investor until notice from the institutional investor that the shares may be issued in compliance with the beneficial ownership limitation. These shares were subsequently issued on November 5, 2024.
April 3, 2024
On April 3, 2024, the Company closed a Securities Purchase Agreement with a certain institutional investor. Pursuant to the terms of the Securities Purchase Agreement, the investor agreed to purchase from the Company 499,990 shares of Class A Common Stock, par value $0.01 of the Company and pre-funded warrants to purchase 1,500,010 shares of Class A Common Stock of the Company ("Warrant A") at a purchase price of $0.968 per share resulting in a total purchase price of $1,936,000. The Company paid offering costs of $245,520 resulting in net proceeds of $1,690,480.
Additionally, pursuant to the Securities Purchase Agreement, as additional consideration for the share and Warrant A purchase described above, the Company agreed to issue to the Selling Stockholder a stock purchase warrant for the purchase of 2,000,000 shares of the Company’s Class A Common Stock at an exercise price of $0.968 per share (“Warrant B”), and a stock purchase warrant for the purchase of 1,600,000 shares of the Company’s Class A Common Stock at an exercise price of $1.06 per share (“Warrant C”).
On May 24, 2024, the institutional investor exercised 542,100 pre-funded warrants from Warrant A to purchase shares of Class A Common Stock of the Company at an exercise price of $0.00 per warrant for total proceeds of $0.
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On July 26, 2024 , the institutional investor exercised a further 799,091 pre-funded warrants from Warrant A to purchase shares of Class A Common Stock of the Company at an exercise price of $0.00 per warrant for total proceeds of $0.
On August 20, 2024, the institutional investor exercised the remaining 158,819 pre-funded warrants from Warrant A to purchase shares of Class A Common Stock of the Company at an exercise price of $0.00 per warrant for total proceeds of $0. Subsequent to the August 20, 2024 exercise, there were no remaining securities in Warrant A.
On September 3, 2024, the Company entered into a Termination and Release Agreement under which the transaction entered into between the Company and institutional investor that terminated the remaining 2,000,000 stock purchase warrants in Warrant B and 1,600,000 stock purchase warrants in Warrant C. In consideration of the termination of the Transaction Documents, the Company made a $1,650,000 payment to the institutional investor.
All warrants related to this investment have been exercised or terminated and are no longer outstanding as of September 30, 2024.
September 3, 2024
On September 3, 2024, the Company entered into a securities purchase agreement with a single institutional investor to purchase 1,432,399 shares of Class A Common Stock, par value $0.01 of the Company (or pre-funded warrants in lieu thereof) in a registered direct offering priced at-the-market under Nasdaq rules. The shares were purchased at $0.3213 resulting in proceeds of $460,230.
In a concurrent private placement, the Company also agreed to issue and sell unregistered warrants to purchase up to an aggregate of 2,864,798 shares of Class A Common Stock, par value $0.01 of the Company. The exercise price for each share of common stock (or pre-funded warrant in lieu thereof) and accompanying warrant is $0.3223. The private placement warrants will be exercisable upon receipt of shareholder approval and will expire five years from the initial exercise date and will have an exercise price of $0.3223 per share. As of the date of this Quarterly Report on Form 10-Q, the Company has not received shareholder approval but will hold a vote on November 18, 2024.
The warrants to purchase the remaining 1,432,399 shares of the Company’s Class A Common Stock are held in abeyance as of September 30, 2024 and 2,864,798 shares of the Company’s Class A Common Stock remain outstanding as of September 30, 2024. On November 6, 2024, the 1,432,399 shares were issued upon the exercise of the warrants for $0.0010 per share resulting in $1,432 in proceeds.
September 3, 2024
On September 3, 2024, the Company also entered into a warrant inducement agreement with a single institutional investor to exercise 1,173,030 outstanding warrants that the Company issued on June 5, 2023 (as amended on December 20, 2023) and 3,600,000 outstanding warrants that the Company issued on December 20, 2023. These warrant exercises are discussed under the June 5, 2023 and December 20, 2023 sections above. In consideration for the immediate exercise of the warrants, the Company also agreed to issue to the investor unregistered warrants to purchase an aggregate of 9,546,060 shares of the Company's common stock. These warrants will have an exercise price of $0.3223 per share, will be exercisable upon receipt of shareholder approval and will expire five years from the initial exercise date. As of the date of this Quarterly Report on Form 10-Q, the Company has not received shareholder approval but will hold a vote on November 18, 2024.
In accordance with the Inducement Agreement we recognized a deemed dividend of $1.94 million calculated as the fair value of the warrants and reduction in exercise price of the warrants as described above immediately following the Inducement Agreement. The fair values were determined using the Black Sholes Model. This deemed dividend is added to net loss to arrive at net loss attributable to common stockholders on the statements of operations.
The warrants to purchase the remaining 9,546,000 shares of the Company’s Class A Common Stock remain outstanding as of September 30, 2024.
September 10, 2024
On September 10, 2024, T Stamp Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement the (“SPA”) with a certain institutional investor. The investor and the Company previously entered into that certain Securities Purchase Agreement dated July 13, 2024, in which the Company issued 4,597,701 shares of Class A
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Common Stock, par value $0.01 of the Company (the “Class A Common Stock”) in exchange for the issuance by the investor to the Company of (i) a $500,000 promissory note payable on July 31, 2024; (ii) a $500,000 promissory note payable on August 31, 2024; and (iii) a $1,000,000 promissory note payable within three (3) trading days of an effective resale registration statement. As of the date of this report, all promissory notes have been repaid.
Pursuant to the terms of the SPA, the Company agreed, at the closing of the SPA and upon the terms and subject to the conditions set forth in the SPA, to issue shares certain warrants to purchase 3,763,950 shares of Class A Common Stock, with an exercise price equal to $0.2273, subject to adjustment in certain circumstances.
The warrants to purchase the remaining 3,763,950 shares of the Company’s Class A Common Stock remain outstanding as of September 30, 2024.
4. Investment
Boumarang License Agreement — On August 6, 2024, the Company entered into a License Agreement (the “Agreement”) with Boumarang Inc. (“Boumarang”), a developer, manufacturer, and seller of hydrogen-powered UAV and USV drones.
Pursuant to the Agreement, the Company agreed to grant a non-exclusive license to Boumarang to exploit 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 $5,000,000 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 (the “Prepaid Warrant”).
The Prepaid Warrant may be exercised in whole or in part at any time prior to the tenth annual anniversary of the issuance date of the Prepaid Warrant. No additional exercise price must be paid by the Company to exercise any portion of the Prepaid Warrant. The Prepaid Warrant also provides that the Company will receive any dividends declared by Boumarang that it would have been entitled to had the Prepaid Warrant been fully exercised, even if the Prepaid Warrant has not been exercised as of such time the distribution is made. Boumarang agreed to reserve a number a sufficient number of shares at all times to allow the Company to fully exercise the Prepaid Warrant. The Prepaid Warrant has certain anti-dilution protections, whereby the number of shares issuable upon the exercise of the Prepaid Warrant will proportionately adjust in the case of a stock-split or stock dividend of Boumarang’s common stock.
The investment in Boumarang was recorded in accordance with ASC 321, Investments – Equity Securities (“ASC 321”). Under this guidance, investments in equity securities in privately-held companies without readily determinable fair values are generally recorded at cost, plus or minus subsequent observable price changes in identical or similar investments, less impairments. The Company elected the practical expedient permitted by ASC 321 and recorded the above investment on a cost basis. As a part of the assessment for impairment indicators, the Company considers significant deterioration in the earnings performance and overall business prospects of the investee as well as significant adverse changes in the external environment the investment operate. If qualitative assessment indicates the investment is impaired, the fair value of the Prepaid Warrants would be estimated, which would involve a significant degree of judgement and subjectivity.

The Company qualitatively assessed the investment for impairment in accordance with ASC 321. As of September 30, 2024, the Company determined that there was no impairment for the investment.
Boumarang Subscription Agreement — On August 6, 2024, Trust Stamp executed a Subscription Agreement with Boumarang to participate in a Regulation D offering being conducted by Boumarang, subscribing for 100,000 shares of Boumarang's common stock at a price per share of $1.00. The Company made the $100,000 subscription payment on August 6, 2024.
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5. Balance Sheet Components
Prepaid expenses and other current assets
Prepaid expenses and other current assets as of September 30, 2024 and December 31, 2023 consisted of the following:
September 30, 2024December 31, 2023
Prepaid operating expenses$253,973 $216,875 
Rent deposit27,458 28,400 
Value added tax receivable48,177 116,095 
Tax credit receivable (short-term)25,045 102,151 
Miscellaneous receivable859,271 363,260 
Prepaid expenses and other current assets$1,213,924 $826,781 
Capitalized internal-use software, net
Capitalized internal-use software, net as of as of September 30, 2024 and December 31, 2023 consisted of the following:
Useful LivesSeptember 30, 2024December 31, 2023
Internally developed software5 Years$4,363,338 $3,901,801 
Less: Accumulated depreciation(2,830,981)(2,429,427)
Capitalized internal-use software, net$1,532,357 $1,472,374 
Amortization expense is recognized on a straight-line basis and during the three months ended September 30, 2024 and 2023 totaled $141 thousand and $140 thousand, respectively. Amortization expense during the nine months ended September 30, 2024 and 2023 totaled $419 thousand, respectively.
As of September 30, 2024, the Company determined that $24 thousand of Capitalized internal-use software were impaired. The impaired Capitalized internal-use software was expensed to Research and development during the nine months ended September 30, 2024.
Property and equipment, net
Property and equipment, net as of as of September 30, 2024 and December 31, 2023 consisted of the following:
Useful LivesSeptember 30, 2024December 31, 2023
Computer equipment
3-4 Years
$154,181 $152,014 
Furniture and fixtures10 Years34,675 28,052 
Property and equipment, gross188,856 180,066 
Less: Accumulated depreciation(149,031)(123,630)
Property and equipment, net$39,825 $56,436 
Depreciation expense is recognized on a straight-line basis and during the three months ended September 30, 2024 and 2023 totaled $8 thousand and $10 thousand, respectively. Depreciation expense during the nine months ended September 30, 2024 and 2023 totaled $27 thousand and $62 thousand, respectively.
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Accrued expenses
Accrued expenses as of September 30, 2024 and December 31, 2023 consisted of the following:
September 30, 2024December 31, 2023
Compensation payable$672,587 $377,403 
Commission liability19,885 26,863 
Accrued employee taxes890,411 624,525 
Other accrued liabilities87,377 115,099 
Accrued expenses$1,670,260 $1,143,890 
6. Goodwill and Intangible Assets, Net
There were no changes in the carrying amount of Goodwill for the nine months ended September 30, 2024.
Intangible assets, net as of September 30, 2024 and December 31, 2023 consisted of the following:
Useful LivesSeptember 30, 2024December 31, 2023
Patent application costs3 Years$555,918 $484,035 
Trade name and trademarks3 Years71,033 70,446 
Intangible assets, gross626,951 554,481 
Less: Accumulated amortization(433,647)(330,791)
Intangible assets, net$193,304 $223,690 
The Company added 6 new issued patents during the nine months ended September 30, 2024. The patents issued during the nine months ended September 30, 2024 increased our total number of patents to 23 and include:
On January 2, 2024, the Company received Notice of Issuance for a patent that is a continuation of “Systems and Processes for Lossy Biometric Representation.” This patent is a continuation addresses a long-felt but unresolved need for a system or process that can transform size-variant, personally-identifying biometric templates into fixed-size, privacy-secured representations, while maintaining sufficiently accurate biometric matching capabilities.
On January 30, 2024, the Company received Notice of Issuance for a patent that is a continuation of “Systems and Processes for Lossy Biometric Representation.” This technology provides a system or process that can transform size-variant, personally-identifying biometric templates into fixed-size, privacy-secured representations, while maintaining sufficiently accurate biometric matching capabilities.
On March 19, 2024, the Company received Notice of Issuance for a patent entitled “Systems and Methods for Enhanced Hash Transforms.” Conventional cryptographic hashing techniques generally include functions that generate unique signatures given a piece of data, accepting binary strings of characters as an input, and producing a string (e.g., a digital signature) as an output. Our new patent addresses the need for improved techniques for securely handling sensitive data.
On April 23, 2024, the Company received Notice of Issuance for a patent entitled “Face Cover-compatible Biometrics and Processes for Generating and Using Same.” which allows for enrollment of biometric information from individuals wearing face coverings such that subsequent biometric identification and verification processes may not require the individuals to remove their face coverings.
On April 30, 2024, the Company received Notice of Issuance for a patent entitled “Systems and Methods for Liveness-verified, Biometric-based Encryption.” This patent fulfills a long-felt but unresolved need for a system or method that permits encryption/decryption based on liveness-verified biometric data that cannot be stolen or spoofed.
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On September 3, 2024 the Company received Notice of Issuance by the US Patent of Trademark Office of Patent No. 17/719,975 entitled, “Personal Identifiable Information Encoder." This technology provides the means to maintain the essential utility of PII without storing highly sensitive data. Anyone processing or storing PII should embrace this technology to fulfill their data protection obligations and mitigate damage and losses in the event of a data breach.”
Intangible asset amortization expense is recognized on a straight-line basis and during the three months ended September 30, 2024 and 2023 totaled $32 thousand and $40 thousand, respectively. Intangible asset amortization expense during the nine months ended September 30, 2024 and 2023 totaled $102 thousand and $115 thousand, respectively.
Estimated future amortization expense of Intangible assets, net is as follows:
Years Ending December 31,Amount
2024$31,949 
202599,005 
202652,529 
20279,821 
Total future amortization
$193,304 
7. Net Loss per Share Attributable to Common Stockholders
The following table presents the calculation of basic and diluted net loss per share:
For the three months ended September 30,
For the nine months ended September 30,
2024202320242023
Numerator:
Net loss attributable to common stockholders$(1,255,915)$(35,162)$(6,532,845)$(4,752,980)
Denominator:
Weighted average shares used in computing net loss per share attributable to common stockholders17,717,2478,155,61713,368,1696,658,205
Net loss per share attributable to common stockholders$(0.07)$ $(0.49)$(0.71)
The following potentially dilutive securities were excluded from the computation of diluted net loss per share calculations for the periods presented because the impact of including them would have been anti-dilutive:
As of September 30,
20242023
Options, RSUs, and grants1,596,479791,410
Warrants26,979,6424,528,193
Total28,576,1215,319,603
8. Stock Awards and Stock-Based Compensation
From time to time, the Company may issue stock awards in the form of Class A Common Stock grants, Restricted Stock Units (RSUs), or Class A Common Stock options with vesting/service terms. Stock awards are valued on the grant date using the Company’s common stock share price quoted on an active market. Stock options are valued using the Black-Scholes-Merton pricing model to determine the fair value of the options. We generally issue our awards in terms of a fixed monthly value, resulting in a variable number of shares being issued, or in terms of a fixed monthly share number.
Stock Options
23


The following table summarizes stock option activity for the three and nine months ended September 30, 2024:
Options
Outstanding
Weighted
Average
Exercise Price
Per Share
Weighted
Average
Remaining
Contractual
Life (years)
Aggregate
Intrinsic Value
Balance as of January 1, 2023387,109$6.40 1.45$ 
Options granted11,8902.28 
Options exercised(1,230)3.25 
Options canceled and forfeited(4,186)5.73 
Balance as of December 31, 2023393,583 6.27 1.95 
Options granted3,825 1.57 
Options exercised  
Options canceled and forfeited(1,425)4.21 
Balance as of March 31, 2024395,983 6.24 1.72 
Options granted4,375 1.37 
Options exercised  
Options canceled and forfeited(510)3.92 
Balance as of June 30, 2024399,848 6.19 1.49 
Options granted6,5500.92 
Options exercised  
Options canceled and forfeited(1,530)3.92 
Options vested and exercisable as of September 30, 2024404,868 $6.11 1.27
Options
Outstanding
Weighted
Average
Exercise Price
Per Share
Weighted
Average
Remaining
Contractual
Life (years)
Aggregate
Intrinsic Value
Balance as of January 1, 2024393,583$6.27 1.95$ 
Options granted14,750 1.22
Options exercised  
Options canceled and forfeited(3,465)4.02
Balance as of September 30, 2024404,868 6.11 1.27 
Options vested and exercisable as of September 30, 2024404,868 $6.11 1.27$ 
The aggregate intrinsic value of options outstanding, exercisable, and vested is calculated as the difference between the exercise price of the underlying options and the fair value of the Company’s common stock. The aggregate intrinsic value of options exercised during the nine months ended September 30, 2024 and 2023 was $0.
The weighted average grant-date fair value of options granted during the nine months ended September 30, 2024 and 2023 was $0.29 and $1.25 per share, respectively. The total grant-date fair value of options that vested during the nine months ended September 30, 2024 and 2023 was $4 thousand and $10 thousand, respectively.
24


The following assumptions were used to calculate the fair value of options granted during the nine months ended September 30, 2024:
Fair value of Class A Common Stock
$0.060.72
Exercise price
$0.801.64
Risk free interest rate
3.514.71%
Expected dividend yield0.00 %
Expected volatility
77.5479.80%
Expected term3 Years
As of September 30, 2024, the Company had 404,868 stock options outstanding of which all are fully vested options.
Stock Grants
As of September 30, 2024, the Company has 100,188 common stock grants outstanding of which 82,111 were vested but not issued and 18,077 were not yet vested. All granted and outstanding common stock grants will fully vest by September 30, 2025. The Company had unrecognized stock-based compensation related to common stock grants of $6 thousand as of September 30, 2024.
RSU
As of September 30, 2024, the Company had 1,091,423 RSUs outstanding of which 51,412 were vested but not issued and 1,040,011 were not yet vested. All granted and outstanding RSUs will fully vest by January 2, 2025. The Company had unrecognized stock-based compensation related to RSUs of $343 thousand as of September 30, 2024.
During the nine months ended September 30, 2024 the Company issued 54,734 of Class A Common Stock to employees that were designated for employee stock awards and were previously recorded as treasury stock.
A summary of outstanding RSU activity as of September 30, 2024 is as follows:
RSU Outstanding Number of Shares
Balance as of January 1, 2023292,564
Granted410,516
Vested (issued)(159,776)
Forfeited(97,202)
Balance as of December 31, 2023446,102
Granted1,040,011
Vested (issued)(318,812)
Forfeited(75,878)
Balance as of September 30, 20241,091,423
25


Stock-based compensation expense
Our consolidated statements of operations include stock-based compensation expense as follows:
For the three months ended September 30,For the nine months ended September 30,
2024202320242023
Cost of services$3,144 $11,169 $3,406 $11,825 
Research and development23,878 48,336 38,087 79,956 
Selling, general, and administrative324,571 88,535 915,110 213,569 
Total stock-based compensation expense$351,593 $148,040 $956,603 $305,350 
9. Related Party Transactions
Related party payables of $48 thousand and $82 thousand as of September 30, 2024 and December 31, 2023, respectively, primarily relate to amounts owed to 10Clouds, the Company’s contractor for software development and investor in the Company, and smaller amounts payable to members of management as expense reimbursements. Total costs incurred in relation to 10Clouds for the three months ended September 30, 2024 and 2023, totaled approximately $1 thousand and $164 thousand, respectively. Total costs incurred in relation to 10Clouds for the nine months ended September 30, 2024 and 2023, totaled approximately $112 thousand and $699 thousand, respectively.
Mutual Channel Agreement
On November 15, 2020, the Company entered into a Mutual Channel Agreement with Vital4Data, Inc., a company at which one of our Directors serves as Chief Executive Officer. Pursuant to the agreement, the Company engaged Vita4Data, Inc. as a non-exclusive sales representative for the Company’s products and services. Vital4Data, Inc. is entitled to compensation in the form of commissions, receiving a 20% of commission-eligible on net revenue from sales generated by Vital4Data, Inc. in the first year of the contract term, which is reduced to 10% in the second year, and 5% in the third year. The Company has not earned or expensed any commissions pursuant to the Vital4Data, Inc. agreement to date. As of September 30, 2024 and December 31, 2023, the Vital4Data, Inc. commission due was $0.
10. Malta Grant
During July 2020 the Company entered into an agreement with the Republic of Malta that would provide for a grant of up to €200 thousand or $251 thousand as reimbursement for operating expenses over the first twelve months following Trust Stamp Malta’s incorporation in the Republic of Malta. The Company must provide an initial capital amount of €50 thousand or $62 thousand, which is matched with a €50 thousand or $62 thousand grant. The remaining €150 thousand or $190 thousand are provided as reimbursement of operating expenses twelve months following incorporation.
U.S. GAAP does not provide authoritative guidance regarding the receipt of economic benefits from government entities in return for compliance with certain conditions. Therefore, based on ASC 105-10-05-2, non-authoritative accounting guidance from other sources was considered by analogy in determining the appropriate accounting treatment, the Company elected to apply International Accounting Standards 20 – Accounting for Government Grants and Disclosure of Government Assistance and recognizes the expected reimbursements from the Republic of Malta as deferred income. As reimbursable operating expenses are incurred, a receivable is recognized (reflected within “Prepaid expenses and other current assets” in the consolidated balance sheets) and income is recognized in a similar systematic basis over the same periods in the consolidated statements of operations. During the nine months ended September 30, 2023, the Company incurred $0 in expenses that are reimbursable under the grant. As of September 30, 2024, all amounts provided for under this grant were received.
On January 25, 2022, the Company entered into an additional agreement with the government of Malta for a grant of up to €100 thousand or $107 thousand, in terms of the ‘Investment Aid to produce the COVID-19 Relevant Product’ program, to support the proposed investment. The estimated value of the grant is €137 thousand or $146 thousand, at an aid intensity of 75% to cover eligible wage costs incurred after February 1, 2022 in relation to new employees engaged specifically for the implementation of the project. On September 22, 2022, the Company entered into an amendment agreement that enables the Company to submit eligible employee expenses for reimbursement by October 31, 2022. The grant was approved in January 2022, however, the request for payment was not approved and management abandoned the agreement. Hence,
26


during the nine months ended September 30, 2024 and 2023, the Company incurred $0, respectively, in expenses that are reimbursable under the grant. As of September 30, 2024, no amounts provided under this grant were received.
11. Leases and Commitments
Operating Leases The Company leases office space in Atlanta, Georgia, which serves as its corporate headquarters, office space in Malta, which serves as its research and development facility, and vehicles in Malta that are considered operating lease arrangements under ASC 842 guidance. In addition, the Company contracts for month-to-month coworking arrangements in other office spaces in North Carolina, Denmark, Poland, Rwanda, and Japan to support its dispersed workforce. As of September 30, 2024, there were no minimum lease commitments related to month-to-month lease arrangements.
Initial lease terms are determined at commencement date, the date the Company takes possession of the property, and the commencement date is used to calculate straight-line expense for operating leases. Certain leases contain renewal options for varying periods, which are at the Company’s sole discretion. For leases where the Company is reasonably certain to exercise a renewal option, such option periods have been included in the determination of the Company’s Operating lease right-of-use assets and Operating lease liabilities. The Company’s leases have remaining terms of 1 to 4 years. As the Company’s leases do not provide an implicit rate, the present value of future lease payments is determined using the Company’s incremental borrowing rate based on information available at the commencement date.
Lease term and discount rateSeptember 30, 2024
Weighted average remaining lease term1.88 years
Weighted average discount rate5.0 %
During the nine months ended September 30, 2024, the Company did terminate one operating lease for office space located in the United States. The lease was terminated upon the conclusion of the agreed upon lease term, therefore, there were no termination fees, Right-of-use assets derecognized, Lease liabilities derecognized, or losses recognized.
Balance sheet information related to leases as of as of September 30, 2024 and December 31, 2023 was as follows:
September 30, 2024
December 31, 2023
Operating lease right-of-use assets
Operating lease right-of-use assets$198,634 $164,740 
Operating lease liabilities
Short-term operating lease liabilities $95,367 $81,236 
Long-term operating lease liabilities70,555 53,771 
Total operating lease liabilities$165,922 $135,007 
Future maturities of ASC 842 lease liabilities as of September 30, 2024 are as follows:
Years Ending December 31,Principal PaymentsImputed
Interest Payments
Total Payments
2024$36,976 $1,921 $38,897 
202588,889 3,696 92,585 
202622,735 1,170 23,905 
20278,831 626 9,457 
20288,491 178 8,669 
Total future maturities$165,922 $7,591 $173,513 
27


Total lease expense, under ASC 842, was included in Selling, general, and administrative expenses in our unaudited condensed consolidated statement of operations for the three and nine months ended September 30, 2024 and 2023 as follows:
For the three months ended September 30,For the nine months ended September 30,
2024202320242023
Operating lease expense – fixed payments$39,368 $40,060 $117,221 $169,496 
Short term lease expense10,710 10,846 34,929 48,399 
Total lease expense$50,078 $50,906 $152,150 $217,895 
Supplemental cash flows information related to leases was as follow:
For the nine months ended September 30,
20242023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$(111,277)$(145,483)
During the nine months ended September 30, 2024, the Company did not incur variable lease expense.
Financial Liability Obligation The Company’s financial liability totaled $0 and $162 thousand as of September 30, 2024 and December 31, 2023, respectively, for an executed agreement with a telecommunications company for acquiring mobile hardware. On March 3, 2023, the Company provided a 30-day termination notice to the telecommunications company which terminates the mobile hardware data service. Under the contract terms with the telecommunications company, upon termination of the data service the Company must pay the remaining financial liability during the final data service billing period. The remaining financial liability was resolved with a settlement and no further payment is due as of September 30, 2024.
Litigation — The Company is not currently involved with and does not know of any pending or threatening litigation against the Company or any of its officers or directors in connection with its business.
12. Subsequent Events
Securities Purchase Agreement On October 27, 2024, the Company entered into a Securities Purchase Agreement (the “SPA”) with DQI Holdings, Inc. (“DQI”). Pursuant to the terms of the SPA, the Company agreed to sell, and DQI agreed to purchase from, at the closing of the SPA (the “Closing”) and upon the terms and subject to the conditions set forth in the SPA, 1,363,636.36 shares of Class A Common Stock, par value $0.01 of the Company (the “Class A Common Stock”) at $0.22 per share, subject to adjustment in certain circumstances.
On October 28, 2024 (the “Closing Date”), the Closing of the SPA occurred, and the Company received a cash payment of $300,000. The 1,363,636.36 shares of Class A Common Stock are held abeyance as of the date of this Quarterly Report on Form 10-Q. The Closing of the SPA was subject to a number of customary closing conditions, including, but not limited to, the Company’s entry into a Registration Rights Agreement, the execution of which were conditions to the Closing of the SPA.
Secured Promissory Note On November 13, 2024, the Company received a loan pursuant a secured promissory note in the principal amount of $3.00 million. The note accrues interest at a rate of 14% per annum, computed as simple interest on the basis of a year of 365 days. Principal and any accrued but unpaid interest under this note shall be due and payable by the Company upon demand of the noteholder at any time after January 12, 2025. The note is secured by all of the Company's assets, including its receivables.

28


PART II - OTHER INFORMATION
Item 6. Exhibits.
Exhibit No.Exhibit Description
3.1
3.2
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
4.10
4.11
4.12
4.13
10.1
10.2
10.3
10.4
10.5
29


10.6
10.7
10.8
10.9
10.10
10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19
10.20
10.21
10.22
10.23
10.24
10.25
30


10.26
10.27
10.28
10.29
10.30
10.31
10.32
10.33
31.1*
31.2*
32.1*
101.INS*XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*Inline XBRL Taxonomy Extension Schema
101.PRE*Inline XBRL Taxonomy Extension Presentation Linkbase
101.CAL*Inline XBRL Taxonomy Extension Calculation Linkbase
101.LAB*Inline XBRL Taxonomy Extension Label Linkbase
101.DEF*Inline XBRL Taxonomy Extension Definition Linkbase
104Cover Page Interactive Data File—the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
_________________________
* Filed herewith.
31


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
T STAMP INC.
/s/ Gareth Genner
Gareth Genner, Chief Executive Officer
Trust Stamp
The following persons in the capacities and on the dates indicated have signed this report.
/s/ Gareth Genner
Gareth Genner, Principal Executive Officer, Chief Executive Officer, Director
Date: November 21, 2024
/s/ Alex Valdes
Alex Valdes, Principal Financial Officer, Principal Accounting Officer
Date: November 21, 2024
/s/ Andrew Gowasack
Andrew Gowasack, President, Director
Date: November 21, 2024
/s/ William McClintock
William McClintock, Director
Date: November 21, 2024
/s/ Charles Potts
Charles Potts, Director
Date: November 21, 2024
/s/ Kristin Stafford
Kristin Stafford, Director
Date: November 21, 2024
/s/ Berta Pappenheim
Berta Pappenheim, Director
Date: November 21, 2024
/s/ Andrew Scott Francis
Andrew Scott Francis, Director
Date: November 21, 2024
32

Exhibit 31.1
CERTIFICATIONS
I, Gareth Genner, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q/A for the quarter ended September 30, 2024 of T Stamp Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 21, 2024
/s/ Gareth Genner
Gareth Genner
Chief Executive Officer
(Principal Executive Officer)


Exhibit 31.2
CERTIFICATIONS
I, Alex Valdes, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q/A for the quarter ended September 30, 2024 of T Stamp Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 21, 2024
/s/ Alex Valdes
Alex Valdes
Chief Financial Officer
(Principal Financial Officer)


Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of T Stamp Inc. (the “Company”) on Form 10-Q/A for the quarter ended September 30, 2024 as filed with the Securities and Exchange Commission (the “Report”), I, Gareth Genner, Chief Executive Officer of the Company, and I, Alex Valdes, Chief Financial Officer of the Company, certify that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
Date: November 21, 2024
/s/ Gareth Genner
Chief Executive Officer
(Principal Executive Officer)
/s/ Alex Valdes
Chief Financial Officer
(Principal Financial Officer)

v3.24.3
Cover - shares
9 Months Ended
Sep. 30, 2024
Nov. 14, 2024
Cover [Abstract]    
Document Type 10-Q/A  
Document Quarterly Report true  
Document Period End Date Sep. 30, 2024  
Document Transition Report false  
Entity File Number 001-41252  
Entity Registrant Name T Stamp Inc  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 81-3777260  
Entity Address, Address Line One 3017 Bolling Way NE, Floor 2  
Entity Address, City or Town Atlanta  
Entity Address, State or Province GA  
Entity Address, Postal Zip Code 30305  
City Area Code 404  
Local Phone Number 806-9906  
Title of 12(b) Security Class A Common Stock, $0.01 par value per share  
Trading Symbol IDAI  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company true  
Entity Ex Transition Period false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   23,145,179
Entity Central Index Key 0001718939  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q3  
Amendment Flag false  
Current Fiscal Year End Date --12-31  
v3.24.3
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Current Assets:    
Cash and cash equivalents $ 598,031 $ 3,140,747
Accounts receivable, net (includes unbilled receivables of $4,463 and $143,219 as of September 30, 2024 and December 31, 2023, respectively) 375,732 686,327
Related party receivables 23,781 44,087
Prepaid expenses and other current assets 1,213,924 826,781
Total Current Assets 2,211,468 4,697,942
Capitalized internal-use software, net 1,532,357 1,472,374
Goodwill 1,248,664 1,248,664
Intangible assets, net 193,304 223,690
Property and equipment, net 39,825 56,436
Operating lease right-of-use assets 198,634 164,740
Investment 5,100,000 0
Other assets 35,375 29,468
Total Assets 10,559,627 7,893,314
Current Liabilities:    
Accounts payable 1,107,276 1,232,118
Related party payables 48,235 82,101
Accrued expenses 1,670,260 1,143,890
Deferred revenue 95,750 10,800
Income tax payable 0 1,975
Loans payable 645,536 0
Short-term operating lease liabilities 95,367 81,236
Short-term financial liabilities 0 162,130
Total Current Liabilities 3,662,424 2,714,250
Warrant liabilities 250,694 256,536
Notes payable, including accrued interest of $45,383 and $40,317, as of September 30, 2024 and December 31, 2023, respectively 1,007,213 953,877
Long-term operating lease liabilities 70,555 53,771
Total Liabilities 4,990,886 3,978,434
Commitments, Note 11
Stockholders’ Equity:    
Common stock $0.01 par value, 50,000,000 shares authorized, 18,819,750 and 9,198,089 shares issued, and 18,819,750 and 9,143,355 outstanding at September 30, 2024 and December 31, 2023, respectively 188,198 91,434
Treasury stock, at cost: 0 and 54,734 shares held as of September 30, 2024 and December 31, 2023, respectively 0 0
Additional paid-in capital 60,579,359 54,375,622
Accumulated other comprehensive income 86,436 139,670
Accumulated deficit (55,446,691) (50,853,285)
Total T Stamp Inc. Stockholders’ Equity 5,407,302 3,753,441
Non-controlling interest 161,439 161,439
Total Stockholders’ Equity 5,568,741 3,914,880
Total Liabilities and Stockholders’ Equity $ 10,559,627 $ 7,893,314
v3.24.3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Statement of Financial Position [Abstract]    
Unbilled receivables $ 4,463 $ 143,219
Non-convertible notes payable, current accrued interest $ 45,383 $ 40,317
Common stock, par value (in dollars per share) $ 0.01 $ 0.01
Common stock, shares authorized (in shares) 50,000,000 50,000,000
Common stock, shares issued (in shares) 18,819,750 9,198,089
Common stock, shares outstanding (in shares) 18,819,750 9,143,355
Treasury stock, at cost, shares held (in shares) 0 54,734
v3.24.3
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Income Statement [Abstract]        
Net revenue $ 511,081 $ 3,065,804 $ 1,585,153 $ 3,985,242
Operating Expenses:        
Cost of services (exclusive of depreciation and amortization shown separately below) 254,892 239,313 796,925 660,199
Research and development 569,506 605,196 1,586,085 1,811,962
Selling, general, and administrative 2,181,907 2,053,524 6,805,995 5,900,715
Depreciation and amortization 181,472 189,655 547,467 596,109
Total Operating Expenses 3,187,777 3,087,688 9,736,472 8,968,985
Operating Loss (2,676,696) (21,884) (8,151,319) (4,983,743)
Non-Operating Income (Expense):        
Interest expense, net (114,320) (9,759) (149,644) (29,753)
Change in fair value of warrant liability 974 (2,142) 5,842 3,473
Other income 5,000,563 0 5,235,417 261,217
Other expense (1,526,997) (1,377) (1,533,702) (4,174)
Total Other Income (Expense), Net 3,360,220 (13,278) 3,557,913 230,763
Net Income (Loss) 683,524 (35,162) (4,593,406) (4,752,980)
Deemed dividend (1,939,439) 0 (1,939,439) 0
Net loss before non-controlling interest (1,255,915) (35,162) (6,532,845) (4,752,980)
Net loss attributable to non-controlling interest 0 0 0 0
Net loss attributable to T Stamp Inc. $ (1,255,915) $ (35,162) $ (6,532,845) $ (4,752,980)
Basic net loss per share attributable to T Stamp Inc. (in dollars per share) $ (0.07) $ 0 $ (0.49) $ (0.71)
Diluted net loss per share attributable to T Stamp Inc. (in dollars per share) $ (0.07) $ 0 $ (0.49) $ (0.71)
Weighted-average shares used to compute basic net loss per share (in shares) 17,717,247 8,155,617 13,368,169 6,658,205
Weighted-average shares used to compute diluted net loss per share (in shares) 17,717,247 8,155,617 13,368,169 6,658,205
v3.24.3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Statement of Comprehensive Income [Abstract]        
Net loss including non-controlling interest $ (1,255,915) $ (35,162) $ (6,532,845) $ (4,752,980)
Other Comprehensive Income (Loss):        
Foreign currency translation adjustments (88,623) 18,204 (53,234) (30,842)
Total Other Comprehensive Income (Loss) (88,623) 18,204 (53,234) (30,842)
Comprehensive loss (1,344,538) (16,958) (6,586,079) (4,783,822)
Comprehensive loss attributable to non-controlling interest 0 0 0 0
Comprehensive loss attributable to T Stamp Inc. $ (1,344,538) $ (16,958) $ (6,586,079) $ (4,783,822)
v3.24.3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($)
Total
Common Stock
Additional Paid-In Capital
Treasury Stock
Stockholders’ Notes Receivable
Accumulated Other Comprehensive Income
Accumulated Deficit
Non-controlling Interest
Beginning balance (in shares) at Dec. 31, 2022   4,854,302            
Beginning balance at Dec. 31, 2022 $ 625,144 $ 48,543 $ 39,496,183   $ (18,547) $ 237,252 $ (39,299,726) $ 161,439
Beginning balance (in shares) at Dec. 31, 2022       56,513        
Beginning balance at Dec. 31, 2022       $ 0        
Increase (Decrease) in Stockholders' Equity                
Exercise of warrants to common stock (in shares)   1,823,250            
Exercise of warrants to common stock 622,554 $ 18,233 604,321          
Exercise of options to common stock (in shares)   1,740            
Exercise of options to common stock 2,000 $ 17 1,983          
Issuance of common stock, prefunded warrants, and common stock warrants, net of fees (in shares)   1,312,468            
Issuance of common stock, prefunded warrants, and common stock warrants, net of fees 7,464,312 $ 13,124 7,451,188          
Issuance of common stock in relation to vested restricted stock units, to wholly owned subsidiary (in shares)   247,973   (41,940)        
Issuance of common stock in relation to vested restricted stock units, to wholly owned subsidiary (24,656) $ 2,480 (27,136)          
Reverse stock split rounding (in shares)   4,759            
Reverse stock split rounding 0 $ 48 (48)          
Repayment of shareholders loan through in-kind services 18,547       18,547      
Stock-based compensation 305,350   305,350          
Currency translation adjustment (30,842)         (30,842)    
Net income (loss) attributable to T Stamp Inc. (4,752,980)           (4,752,980)  
Ending balance (in shares) at Sep. 30, 2023   8,244,492            
Ending balance at Sep. 30, 2023 4,229,429 $ 82,445 47,831,841   0 206,410 (44,052,706) 161,439
Ending balance (in shares) at Sep. 30, 2023       14,573        
Ending balance at Sep. 30, 2023       $ 0        
Beginning balance (in shares) at Dec. 31, 2022   4,854,302            
Beginning balance at Dec. 31, 2022 $ 625,144 $ 48,543 39,496,183   (18,547) 237,252 (39,299,726) 161,439
Beginning balance (in shares) at Dec. 31, 2022       56,513        
Beginning balance at Dec. 31, 2022       $ 0        
Increase (Decrease) in Stockholders' Equity                
Exercise of options to common stock (in shares) 1,230              
Ending balance (in shares) at Dec. 31, 2023   9,143,355            
Ending balance at Dec. 31, 2023 $ 3,914,880 $ 91,434 54,375,622     139,670 (50,853,285) 161,439
Ending balance (in shares) at Dec. 31, 2023 54,734     54,734        
Ending balance at Dec. 31, 2023 $ 0     $ 0        
Beginning balance (in shares) at Jun. 30, 2023   7,972,244            
Beginning balance at Jun. 30, 2023 3,479,200 $ 79,722 47,067,377     188,206 (44,017,544) 161,439
Beginning balance (in shares) at Jun. 30, 2023       16,821        
Beginning balance at Jun. 30, 2023       $ 0        
Increase (Decrease) in Stockholders' Equity                
Exercise of warrants to common stock (in shares)   270,000            
Exercise of warrants to common stock 621,000 $ 2,700 618,300          
Issuance of common stock in relation to vested restricted stock units, to wholly owned subsidiary (in shares)   2,248            
Issuance of common stock in relation to vested restricted stock units, to wholly owned subsidiary (1,853) $ 23 (1,876) $ (2,248)        
Stock-based compensation 148,040   148,040          
Currency translation adjustment 18,204         18,204    
Net income (loss) attributable to T Stamp Inc. (35,162)           (35,162)  
Ending balance (in shares) at Sep. 30, 2023   8,244,492            
Ending balance at Sep. 30, 2023 4,229,429 $ 82,445 47,831,841   $ 0 206,410 (44,052,706) 161,439
Ending balance (in shares) at Sep. 30, 2023       14,573        
Ending balance at Sep. 30, 2023       $ 0        
Beginning balance (in shares) at Dec. 31, 2023   9,143,355            
Beginning balance at Dec. 31, 2023 $ 3,914,880 $ 91,434 54,375,622     139,670 (50,853,285) 161,439
Beginning balance (in shares) at Dec. 31, 2023 54,734     54,734        
Beginning balance at Dec. 31, 2023 $ 0     $ 0        
Increase (Decrease) in Stockholders' Equity                
Exercise of prefunded warrants to common stock (in shares)   2,382,010            
Exercise of prefunded warrants to common stock 0 $ 23,821 (23,821)          
Exercise of warrants to common stock (in shares)   1,880,000            
Exercise of warrants to common stock 3,477,787 $ 18,800 3,458,987          
Termination of common stock warrant agreement (483,560)   (483,560)          
Deemed dividend related to inducement transactions $ (1,939,439)   (1,939,439)          
Exercise of options to common stock (in shares) 0              
Issuance of common stock, prefunded warrants, and common stock warrants, net of fees (in shares)   5,097,691            
Issuance of common stock, prefunded warrants, and common stock warrants, net of fees $ 4,346,102 $ 50,977 4,295,125          
Issuance of common stock in relation to vested restricted stock units, to wholly owned subsidiary (in shares)   316,694   (54,734)        
Issuance of common stock in relation to vested restricted stock units, to wholly owned subsidiary (56,992) $ 3,166 (60,158)          
Stock-based compensation 956,603   956,603          
Currency translation adjustment (53,234)         (53,234)    
Net income (loss) attributable to T Stamp Inc. (4,593,406)           (4,593,406)  
Ending balance (in shares) at Sep. 30, 2024   18,819,750            
Ending balance at Sep. 30, 2024 $ 5,568,741 $ 188,198 60,579,359     86,436 (55,446,691) 161,439
Ending balance (in shares) at Sep. 30, 2024 0     0        
Ending balance at Sep. 30, 2024 $ 0     $ 0        
Beginning balance (in shares) at Jun. 30, 2024   11,384,139            
Beginning balance at Jun. 30, 2024 911,837 $ 113,841 56,591,713     175,059 (56,130,215) 161,439
Beginning balance (in shares) at Jun. 30, 2024       0        
Beginning balance at Jun. 30, 2024       $ 0        
Increase (Decrease) in Stockholders' Equity                
Exercise of prefunded warrants to common stock (in shares)   957,910            
Exercise of prefunded warrants to common stock 0 $ 9,580 (9,580)          
Exercise of warrants to common stock (in shares)   1,880,000            
Exercise of warrants to common stock 3,477,787 $ 18,800 3,458,987          
Termination of common stock warrant agreement (483,560)   (483,560)          
Deemed dividend related to inducement transactions $ (1,939,439)   (1,939,439)          
Exercise of options to common stock (in shares) 0              
Issuance of common stock, prefunded warrants, and common stock warrants, net of fees (in shares)   4,597,701            
Issuance of common stock, prefunded warrants, and common stock warrants, net of fees $ 2,655,622 $ 45,977 2,609,645          
Stock-based compensation 351,593   351,593          
Currency translation adjustment (88,623)         (88,623)    
Net income (loss) attributable to T Stamp Inc. 683,524           683,524  
Ending balance (in shares) at Sep. 30, 2024   18,819,750            
Ending balance at Sep. 30, 2024 $ 5,568,741 $ 188,198 $ 60,579,359     $ 86,436 $ (55,446,691) $ 161,439
Ending balance (in shares) at Sep. 30, 2024 0     0        
Ending balance at Sep. 30, 2024 $ 0     $ 0        
v3.24.3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Cash flows from operating activities:    
Net loss attributable to T Stamp Inc. $ (4,593,406) $ (4,752,980)
Net loss attributable to non-controlling interest 0 0
Adjustments to reconcile net loss to cash flows used in operating activities:    
Depreciation and amortization 547,467 596,109
Stock-based compensation 956,603 305,350
Change in fair value of warrant liability (5,842) (3,473)
Repayment of shareholder loan through in-kind services 0 18,547
Impairment of capitalized internal-use software 23,595 16,819
Gain on sale of property and equipment 0 (216,189)
Non-cash interest 133,146 28,958
Non-cash lease expense 109,700 151,001
Non-cash write off of mobile hardware (162,130) (15,775)
Loss on retirement of equipment 3,751 17,589
Loss on inducement agreements 360,307 0
Loss on termination of warrant agreement 1,166,440 0
Non-cash investment gain (5,000,000) 0
Changes in assets and liabilities:    
Accounts receivable 310,595 467,129
Related party receivables 20,306 396
Prepaid expenses and other current assets (387,143) 40,220
Other assets (5,907) (20,442)
Accounts payable (124,842) (258,376)
Accrued expense 526,370 (238,431)
Related party payables (33,866) (145,274)
Deferred revenue 84,950 (1,724,202)
Income tax payable (1,975) (5,616)
Operating lease liabilities (111,277) (145,483)
Net cash flows from operating activities (6,183,158) (5,884,123)
Cash flows from investing activities:    
Proceeds from sale of property, plant and equipment 0 377,360
Investment (100,000) 0
Capitalized internally developed software costs (502,206) (478,338)
Patent application costs (71,883) (78,169)
Purchases of property and equipment (12,617) (538)
Net cash flows from investing activities (686,706) (179,685)
Cash flows from financing activities:    
Proceeds from common stock, prefunded warrants, and common stock warrants, net of fees 3,985,795 7,464,312
Payment to terminate common stock warrant agreement (1,650,000) 0
Forfeited common stock shares to satisfy taxes (56,992) (24,656)
Proceeds from exercise of warrants to common stock 1,538,348 622,554
Proceeds from exercise of options to common stock 0 2,000
Proceeds from loans 845,000 0
Principal payments on loans (287,228) 0
Principal payments on financial liabilities 0 (29,715)
Net cash flows from financing activities 4,374,923 8,034,495
Effect of foreign currency translation on cash (47,775) (42,678)
Net change in cash and cash equivalents (2,542,716) 1,928,009
Cash and cash equivalents, beginning of period 3,140,747 1,254,494
Cash and cash equivalents, end of period 598,031 3,182,503
Supplemental disclosure of cash flow information:    
Cash paid during the period for interest 2,356 580
Supplemental disclosure of non-cash activities:    
Adjustment to investing activities for warrants issued to the Company in lieu of cash 5,000,000 0
Adjustment to operating lease right-of-use assets related to renewed leases 143,594 82,185
Adjustment to operating lease operating lease liabilities related to renewed leases 142,192 83,298
Adjustment to operating lease right-of-use assets related to terminated leases 0 82,095
Adjustment to operating lease liabilities related to terminated leases 0 77,648
Prepaid rent expense reclassified upon termination of leases $ 0 $ 5,335
v3.24.3
Description of Business, Summary of Significant Accounting Policies, and Going Concern
9 Months Ended
Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Description of Business, Summary of Significant Accounting Policies, and Going Concern Description of Business, Summary of Significant Accounting Policies, and Going Concern
Description of Business — T Stamp Inc. was incorporated in the State of Delaware on April 11, 2016. T Stamp Inc. and its subsidiaries (“Trust Stamp,” “we,” “us,” “our,” or the “Company”) develop and market artificial intelligence-powered or enabled software solutions for enterprise and government partners and peer-to-peer markets.
Trust Stamp primarily develops proprietary artificial intelligence-powered solutions, researching and leveraging machine learning artificial intelligence, including computer vision, cryptography, and data mining, to process and protect data and deliver insightful outputs that identify and defend against fraud, protect sensitive user information, facilitate automated processes, and extend the reach of digital services through global accessibility. We utilize the power and agility of technologies such as GPU processing, edge computing, neural networks, and large language models to process and protect data faster and more effectively than historically possible to deliver results at a disruptively low cost for usage across multiple industries.

Our team has substantial expertise in the creation and development of AI-enabled software products. We license our technology and expertise in numerous fields, with an increasing emphasis on addressing diverse markets through established partners who will integrate our technology into field-specific applications.
Reverse Split — On February 15, 2023 our Board of Directors approved and, as of February 20, 2023, the holders of a majority of our voting capital stock approved an amendment (the “Certificate of Amendment”) to the Company’s Amended and Restated Certificate of Incorporation and approved to effect a reverse split of our issued and outstanding shares of Class A Common Stock at a ratio of one share for every five shares currently held, rounded up to the nearest whole share – whereby every five (5) outstanding shares of Class A Common Stock was combined and became one (1) share of Class A Common Stock, rounding up to the nearest whole number of shares (the “Reverse Split”). All share and per share amounts have been updated to reflect the Reverse Split in these unaudited condensed consolidated financial statements. The Reverse Split was effective for trading on the market opening of Nasdaq on March 23, 2023. The Reverse Stock Split effective March 23, 2023, was ratified by the Company’s stockholders by written consent pursuant to a definitive proxy statement filed with the Securities and Exchange Commission on April 13, 2023. Written consent from the majority of stockholders was received as of May 13, 2023.
Amended and Restated Certificate of Incorporation On July 6, 2023, the Company received confirmation of the acceptance of its Third Amended and Restated Certificate of Incorporation (the "Third Restated Certificate") from the Secretary of State of Delaware. The Third Restated Certificate was approved by the Company’s stockholders by written consent pursuant to a definitive proxy statement filed with the Securities and Exchange Commission on April 13, 2023. Written consent from the majority of stockholders was received as of May 13, 2023. The Third Restated Certificate maintained the 50,000,000 authorized shares of Common Stock and eliminated the authorized Preferred Stock. The Third Restated Certificate also created a classified Board of Directors of the Company with three classes of directors who will stand for election in staggered years.
Going Concern — 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 during the nine months ended September 30, 2024 of $4.59 million, net operating cash outflows of $6.18 million for the same period, working capital of negative $1.45 million and an accumulated deficit of $55.45 million as of September 30, 2024.
The Company’s ability to continue as a going concern in the next twelve months following the date the unaudited condensed consolidated financial statements were available to be issued is dependent upon its ability to produce revenues and/or obtain financing sufficient to meet current and future obligations and deploy such to produce profitable operating results. Management has evaluated these conditions and plans to generate revenue and raise capital as needed to satisfy the Company’s capital needs. While the negotiation of significant additional revenue is well advanced, it has not reached a stage that allows it to be factored into a going concern evaluation. In addition, although the Company has previously been successful in raising capital as needed and has already made plans to do so as well as restructuring expenses to meet the Company’s cash needs, no assurance can be given that the Company will be successful in its capital raising efforts. These
factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period.
Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with US Generally Accepted Accounting Principles (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). The accompanying unaudited condensed consolidated financial statements have been prepared on a basis which assumes that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.
Basis of Consolidation The accompanying unaudited condensed consolidated financial statements reflect the activity of the Company and its subsidiaries, Trusted Mail Inc. (“Trusted Mail”), Finnovation LLC (“Finnovation”), Trust Stamp Malta Limited (“Trust Stamp Malta”), AIID Payments Limited, Biometric Innovations Limited (“Biometrics”), Trust Stamp Rwanda Limited, Trust Stamp Denmark ApS, Quantum Foundation, TSI GovTech Corporation, Global Server Management Inc., Cheltenham AI LTD, and Trust Stamp Nigeria Limited. All significant intercompany transactions and accounts have been eliminated.
The Company has completed the process of administratively dissolving AIID Payments Limited and the dissolution was effective October 29, 2024.
Further, we continue to consolidate Tstamp Incentive Holdings (“TSIH”) which we consider to be a variable interest entity.
In the opinion of management, these unaudited condensed consolidated financial statements reflect all adjustments necessary (which adjustments are of a normal and recurring nature) for the fair presentation of the Company's financial position as of September 30, 2024 and December 31, 2023, and the results of operations for the three and nine months ended September 30, 2024 and 2023. The results of operations for the three and nine months ended September 30, 2024 are not necessarily indicative of results expected for the full year. Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with GAAP have been omitted pursuant to the rules and regulations of the SEC. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes to consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2023. The accounting policies employed are substantially the same as those shown in note 1 of the notes to consolidated financial statements included therein.
Variable Interest Entity — On April 9, 2019, management created a new entity, TSIH. Furthermore, on April 25, 2019, the Company issued 320,513 shares of Class A Common Stock to TSIH, for the purpose of providing a pool of shares of Class A Common Stock of the Company that the Company’s Board of Directors (the “Board”) could use for employee stock awards and were recorded initially as Treasury stock. Since establishing TSIH, 264,000 shares were transferred to various employees as a stock award that were earned and outstanding. On February 15, 2023, Trust Stamp issued 206,033 shares of Class A Common Stock to TSIH to be used to satisfy vested employee stock awards. As of September 30, 2024, no shares of Class A Common Stock are held by TSIH as all shares have been issued pursuant to employee Restricted Stock Units.
The Company considers this entity to be a variable interest entity (“VIE”) because it is thinly capitalized and holds no cash. Because the Company does not own shares in TSIH, management believes that this gives the Company a variable interest. Further, management of the Company also acts as management of TSIH and is the decision-maker as management grants shares held by TSIH to employees of the Company. As this VIE's primary purpose is to hold shares in the Company from time to time and holds no other liabilities or assets, the Company is the primary beneficiary of TSIH and will consolidate the VIE.
Major Customers and Concentration of Risks — Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of Cash and cash equivalents, and Accounts receivable. We maintain our Cash and cash equivalents with high-quality financial institutions, mainly in the United States; the composition of which are regularly monitored by us. The Federal Deposit Insurance Corporation covers $250,000 for substantially all depository accounts. The Company from time to time may have amounts on deposit in excess of the insured limits. As of September 30, 2024 the Company had $30,342 of deposits in excess of insured limits, meanwhile as at December 31, 2023, the Company had $2,620,765 in U.S. bank accounts which exceeded insured limits. Management believes minimal credit risk exists with respect to these financial institutions and the Company has not experienced any losses on such amounts.
For Accounts receivable, we are exposed to credit risk in the event of nonpayment by customers to the extent the amounts are recorded in the consolidated balance sheets. We extend different levels of credit and maintain reserves for potential credit losses based upon the expected collectability of Accounts receivable. We manage credit risk related to our customers by performing periodic evaluations of credit worthiness and applying other credit risk monitoring procedures.
Three customers represented 86.87% or 65.12%, 17.12%, and 4.63% of the balance of total Accounts receivable as of September 30, 2024 and three customers represented 91.11% or 53.55%, 30.43%, and 7.13% of the balance of total Accounts receivable as of December 31, 2023. The Company seeks to mitigate its credit risk with respect to Accounts receivable by contracting with large commercial customers and government agencies, and regularly monitoring the aging of Accounts receivable balances. As of September 30, 2024 and December 31, 2023, the Company had not experienced any significant losses on its Accounts receivable.
During the three months ended September 30, 2024, the Company sold to primarily three customers which made up approximately 93.24% of total Net revenue, and consisted of 66.34%, 17.60%, and 9.30% from an S&P 500 Bank, Mastercard, and Triton, respectively.
Additionally, during the three months ended September 30, 2023, the Company sold to primarily three customers which made up approximately 95.85% of total Net revenue, and consisted of 81.87%, 7.91%, and 6.07% from IGS, Mastercard, and an S&P 500 Bank, respectively.
During the nine months ended September 30, 2024, the Company sold to primarily three customers which made up approximately 94.68% of total Net revenue, and consisted of 63.66%, 21.07%, and 9.95% from an S&P 500 Bank, Mastercard, and Triton, respectively.
Additionally, during the nine months ended September 30, 2023, the Company sold to primarily three customers which made up approximately 90.53% of total Net revenue, and consisted of 62.98%, 14.95%, and 12.60% from IGS, an S&P 500 Bank, and Mastercard, respectively.
Property and Equipment, Net — Property and equipment, net is stated at cost less accumulated depreciation. Depreciation is recognized using the straight-line method over the estimated useful lives of the respective assets. Maintenance and repairs that do not improve or extend the useful lives of the assets are expensed when incurred, whereas additions and major improvements are capitalized. Upon sale or retirement of assets, the cost and related accumulated depreciation are derecognized from the consolidated balance sheet and any resulting gain or loss is recorded in the consolidated statements of operations in the period realized.
Accounting for Impairment of Long-Lived Assets — Long-lived assets with finite lives include Property and equipment, net, Capitalized internal-use software, Operating lease right-of-use assets, and Intangible assets, net subject to amortization. The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability of assets held and used is measured by comparison of the carrying amount of an asset or an asset group to estimated undiscounted future net cash flows expected to be generated by the asset or asset group. If the carrying amount of an asset exceeds these estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the assets exceeds the fair value of the asset or asset group. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.
As of September 30, 2024, the Company determined that $24 thousand of Capitalized internal-use software were impaired. The impaired Capitalized internal-use software was expensed to Research and development during the nine months ended September 30, 2024. As of December 31, 2023, the Company determined that $19 thousand of Capitalized internal-use software and $12 thousand of Intangible assets was impaired. The impaired Capitalized internal-use software was expensed to Research and development during the year ended December 31, 2023.
Goodwill Goodwill is accounted for in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 350, Intangibles—Goodwill and Other. The Company allocates the cost of an acquired business to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The excess of the purchase consideration transferred over the fair value of the net assets acquired, including other Intangible assets, net, is recorded as Goodwill. Goodwill is tested for impairment at the reporting unit level at least quarterly or more frequently when events or circumstances occur that indicate that it is more likely than not that an impairment has occurred. In assessing Goodwill for impairment, the Company first assesses qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. In the qualitative assessment, the Company considers factors including
economic conditions, industry and market conditions and developments, overall financial performance and other relevant entity-specific events in determining whether it is more likely than not that the fair value of the reporting unit is less than the carrying amount. Should the Company conclude that it is more likely than not that the recorded Goodwill amounts have been impaired, the Company would perform the impairment test. Goodwill impairment exists when a reporting unit’s carrying value exceeds its fair value. Significant judgment is applied when Goodwill is assessed for impairment. There were no impairment charges to Goodwill as of September 30, 2024 and December 31, 2023.
Remaining Performance Obligations — The Company’s arrangements with its customers often have terms that span over multiple years. However, the Company generally allows its customers to terminate contracts for convenience prior to the end of the stated term with less than twelve months’ notice. Revenue allocated to remaining performance obligations represents non-cancelable contracted revenue that has not yet been recognized, which includes deferred revenue and, in certain instances, amounts that will be invoiced. The Company has elected the practical expedient allowing the Company to not disclose remaining performance obligations for contracts with original terms of twelve months or less. Cancellable contracted revenue, which includes customer deposit liabilities, is not considered a remaining performance obligation. As of September 30, 2024 and December 31, 2023, the Company did not have any related performance obligations for contracts with terms exceeding twelve months.
Disaggregation of Revenue
For the three months ended September 30,For the nine months ended September 30,
2024202320242023
Professional services (over time)$424,831 $2,990,804 $1,326,403 $3,760,242 
License fees (over time)86,250 75,000 258,750 225,000 
Total Revenue$511,081 $3,065,804 $1,585,153 $3,985,242 
Recent Accounting Pronouncements Not Yet Adopted In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) – Improvements to Income Tax Disclosures. ASU 2023-09 requires enhancements and further transparency to certain income tax disclosures, most notably the tax rate reconciliation and income taxes paid. This ASU is effective for fiscal years beginning after December 15, 2024 on a prospective basis and retrospective application is permitted. The Company is currently evaluating the impacts of the new standard but does not expect a material impact to its unaudited condensed consolidated financial statements or related disclosures.
In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. The amendments in this ASU clarify that an entity should measure the fair value of an equity security subject to contractual sale restriction the same way it measures an identical equity security that is not subject to such a restriction. The FASB said the contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, should not affect its fair value. The ASU is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted. The Company does not expect this guidance to have a material impact to its unaudited condensed consolidated financial statements or related disclosures.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures. ASU 2023-07 improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments are effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Early adoption of the amendments is permitted. The Company is currently evaluating the impacts of the new standard but does not expect a material impact to its unaudited condensed consolidated financial statements or related disclosures.
v3.24.3
Borrowings
9 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
Borrowings Borrowings
Promissory Notes Payable
September 30, 2024December 31, 2023
Malta loan receipt 3 – June 3, 2022$511,262 $507,035 
Malta loan receipt 2 – August 10, 2021315,673 313,063 
Malta loan receipt 1 – February 9, 202164,807 64,271 
Interest added to principal70,088 29,191 
Total principal outstanding961,830 913,560 
Plus: accrued interest45,383 40,317 
Total promissory notes payable$1,007,213 $953,877 
In May 2020, the Company formed a subsidiary in the Republic of Malta, Trust Stamp Malta, with the intent to establish a research and development center with the assistance of potential grants and loans from the Maltese government. As part of the creation of this entity, we entered into an agreement with the government of Malta for a potentially repayable advance of up to €800 thousand or $858 thousand to assist in covering the costs of 75% of the first 24 months of payroll costs for any employee who begins 36 months from the execution of the agreement on July 8, 2020. On February 9, 2021 the Company began receiving funds and as of September 30, 2024, the balance received was $892 thousand which includes changes in foreign currency rates.
The Company will pay an annual interest rate of 2% over the European Central Banks (ECB) base rate as set on the beginning of the year in review. If the ECB rate is below negative 1%, the interest rate shall be fixed at 1%. The Company will repay a minimum of 10% of Trust Stamp Malta’s pre-tax profits per annum capped at 15% of the amount due to the Corporation until the disbursed funds are repaid. At this time, Trust Stamp Malta does not have any revenue-generating contracts and therefore, we do not believe any amounts shall be classified as current. The Malta loan interest rate increased from 4.5% for the nine months ended September 30, 2023 to 6.5% for the nine months ended September 30, 2024 due to the increased interest rate noted by the ECB.
Subordinated Business Loans
September 30, 2024December 31, 2023
Agile loan agreement 1 - July 9, 2024$315,000 $— 
Agile loan agreement 2 - August 29,2024530,000 — 
Interest added to loan agreement 1 - July 9, 202454,450 — 
Interest added to loan agreement 2 - August 29, 202433,314 
Total principal and interest outstanding932,764 — 
Less: loan repayments287,228 — 
Total promissory notes payable$645,536 $— 
On July 9, 2024, the Company entered into a subordinated secured promissory note with Agile Lending, LLC as lead lender (“Agile”) and Agile Capital Funding, LLC as collateral agent, which provides for a term loan to the Company of $454 thousand with the principal amount of $315 thousand and interest of $139 thousand. Commencing July 18, 2024, the Company is required to make weekly payments of $16 thousand until the due date, January 23, 2025. The loan may be prepaid subject to a prepayment fee. An administrative agent fee of $15 thousand was paid on the loan. In connection with the loan, Agile was issued a subordinated secured promissory note, dated July 9, 2024, in the principal amount of $315 thousand which note is secured by all of the Borrower’s assets, including receivables. The liability was paid in full on November 15, 2024.
On August 29, 2024, the Company entered into another subordinated secured promissory note with Agile Lending, LLC as lead lender (“Agile”) and Agile Capital Funding, LLC as collateral agent, which provides for a term loan to the Company of $763 thousand with the principal amount of $530 thousand and interest of $233 thousand. Commencing September 6, 2024, the Company is required to make weekly payments of $27 thousand until the due date, March 14, 2025. The loan may be prepaid subject to a prepayment fee. An administrative agent fee of $27 thousand was paid on the loan. In
connection with the loan, Agile was issued a subordinated secured promissory note, dated August 29, 2024, in the principal amount of $530 thousand which note is secured by all of the Borrower’s assets, including receivables.
v3.24.3
Warrants
9 Months Ended
Sep. 30, 2024
Warrants and Rights Note Disclosure [Abstract]  
Warrants Warrants
Liability Classified Warrants
The following table presents the change in the liability balance associated with the liability classified warrants, which are classified in Level 3 of the fair value hierarchy from January 1, 2023 to September 30, 2024:
Warrants ($)
Balance as of January 1, 2023$261,569 
Additional warrants issued— 
Change in fair value(5,033)
Balance as of December 31, 2023$256,536 
Additional warrants issued— 
Change in fair value(5,842)
Balance as of September 30, 2024$250,694 
As of September 30, 2024, the Company has issued a customer a warrant to purchase up to $1.00 million of capital stock in a future round of financing at a 20% discount of the lowest price paid by another investor. The warrant was issued on November 9, 2016. There is no vesting period, and the warrant expires on November 30, 2026. The Company evaluated the provisions of ASC 480, Distinguishing Liabilities from Equity, noting the warrant should be classified as a liability due to its settlement being for a variable number of shares and potentially for a class of shares not yet authorized. The warrant was determined to have a fair value of $250 thousand which was recorded as a Deferred contract acquisition asset and to a Warrant liability during the year ended December 31, 2016 and was amortized as a revenue discount prior to the current periods presented. The fair value of the warrant was estimated on the date of grant by estimating the warrant’s intrinsic value on issuance using the estimated fair value of the Company as a whole and has a balance of $250 thousand as of September 30, 2024.
On December 16, 2016, the Company issued an investor warrant to purchase $50 thousand worth of shares of our Class A Common Stock. The warrants have no vesting period and expires on December 16, 2026. The warrant agreement states that the investor is entitled to the “number of shares of Common Stock with a Fair Market Value as of the Determination Date of $50,000”. The determination date is defined as the “date that is the earlier of (A) the conversion of the investor’s Note into the equity interests of the Company or (B) the maturity date of the Note.” The investor converted the referenced Note on June 30, 2020, therefore, defining the determination date. The number of shares to be purchased is settled as 6,418 shares as of June 30, 2020. The exercise price of the warrants is variable until the exercise date.
The Company used a Black-Scholes-Merton pricing model to determine the fair value of the warrants and uses this model to assess the fair value of the warrant liability. As of September 30, 2024, the warrant liability is recorded at $1 thousand which is a $6 thousand decrease, recorded to Change in fair value of warrant liability, from the balance of $7 thousand as of December 31, 2023.
The following assumptions were used to calculate the fair value of the warrant liability during the nine months ended September 30, 2024:
Fair Value of Warrants
$0.11 — $0.64
Exercise price
$0.26 — $0.49
Risk free interest rate
 3.51%— 4.50%
Expected dividend yield— %
Expected volatility
79.19% — 79.59%
Expected term
1 year - 3 years
Equity Classified Warrants
Warrant Issuance DateStrike PriceSeptember 30, 2024December 31, 2023
November 9, 2016$3.12 80,12880,128
January 23, 2020$8.00 186,442186,442
January 23, 2020$8.00 524,599524,599
April 18, 2023$1.34 775,330
June 5, 2023$0.32 1,279,700
December 21, 2023$0.32 2,893,0303,600,000
April 3, 2024$0.97 
April 3, 2024$1.06 
September 3, 2024$0.32 1,432,399
September 3, 2024$0.32 2,864,798
September 3, 2024$0.32 9,546,060
September 10, 2024$0.23 3,763,950
Total warrants outstanding21,291,4066,446,199
November 9, 2016
The Company has issued a customer a warrant to purchase 80,128 shares of Class A Common Stock with an exercise price of $3.12 per share. The warrant was issued on November 9, 2016. There is no vesting period, and the warrant expires on November 30, 2026.
January 23, 2020
In January 2020, the Company issued REach®, a related party, a warrant to purchase 186,442 shares of the Company’s Class A Common Stock at a strike price of $8.00 per share in exchange for the cancellation of a $100 thousand SAFE issued on August 18, 2017 by the Company’s affiliate Trusted Mail Inc. with a value of $125 thousand. The warrants were issued on January 23, 2020. There is no vesting period, and the warrants expire on December 20, 2024.
January 23, 2020
In January 2020, the Company issued SCV, a related party, a warrant to purchase 932,111 shares of the Company’s Class A Common Stock at a strike price of $8.00 per share in exchange for $300 thousand in cash and “Premium” sponsorship status with a credited value of $100 thousand per year for 3 years totaling $300 thousand. This “premium” sponsorship status provides the Company with certain benefits in marketing and networking, such as the Company being listed on the investor’s website, as well as providing the Company certain other promotional opportunities organized by the investor. The warrants were issued on January 23, 2020. There is no vesting period, and the warrants expire on December 20, 2024.
On December 21, 2021, SCV executed a Notice of Exercise for certain of its warrants to purchase 407,512 shares of Class A Common Stock at an exercise price of $8.00 per share for a total purchase price of $3.26 million. The closing occurred on January 10, 2022 and resulted in total cash proceeds of $3,260,000 to the Company for the warrant exercise.
The warrants to purchase the remaining 524,599 shares of the Company’s Class A Common Stock remain outstanding as of September 30, 2024.
April 18, 2023
On April 14, 2023, the Company entered into a securities purchase agreement (“SPA”) with Armistice Capital Master Fund Ltd. Pursuant to which the Company agreed to issue and sell to the investor (i) in a registered direct offering, 563,380 shares of Class A Common Stock, par value $0.01 per share of the Company at a price of $3.30 per share, and pre-funded warrants to purchase up to 1,009,950 shares of Class A Common Stock, at a price of $3.299 per prefunded warrant, at an exercise price of $0.001 per share of Class A Common Stock, and (ii) in a concurrent private placement, common stock purchase warrants, exercisable for an aggregate of up to 1,573,330 shares of Class A Common Stock, at an exercise price of $3.30 per share. On April 18, 2023, the Company sold 563,380 shares of Class A Common Stock to the institutional
investor at a price of $3.30 per share for total proceeds $1,859,154. Additionally, on same date, the institutional investor purchased and exercised the 1,009,950 pre-funded warrants, for total proceeds to the Company of $3,332,835, resulting in an aggregate issuance by the Company of 1,573,330 shares of Class A Common Stock for net proceeds of $4,778,550 from the registered direct offering after deducting placement fee and legal expense of $363,439 and $50,000, respectively.
On December 21, 2023, the Company entered into an Inducement Agreement with Armistice Capital Master Fund Ltd. Pursuant to the terms of the Inducement Agreement, the exercise price for the warrants to purchase the remaining 1,573,330 shares of Class A Common Stock of the Company was reduced to $1.34 for a total purchase price of $2,108,262.
On December 21, 2023, the remaining 1,573,330 common stock purchase warrants to purchase shares of Class A Common Stock of the Company at a price of $1.34 per warrant were exercised for total proceeds of $2,108,262.
As of December 31, 2023, the Company had received Notice to Exercise for 798,000 common stock purchase warrants resulting in an issuance by the Company of 798,000 shares of Class A Common Stock. Due to the beneficial ownership limitation provisions in the Inducement Agreement, as of December 31, 2023 the remaining 775,330 common stock purchase warrants exercised on December 21, 2023 were unissued and held in abeyance for benefit of the institutional investor until notice from the institutional investor that the shares may be issued in compliance with the beneficial ownership limitation. On February 7, 2024 and February 27, 2024, the Company issued 320,000 and 455,330 shares, respectively.
All warrants related to this investment have been exercised and are no longer outstanding as of September 30, 2024.
June 5, 2023
On June 1, 2023, the Company entered into a securities purchase agreement (“SPA”) with an Armistice Capital Master Fund Ltd. Pursuant to which the Company agreed to issue and sell to the investor (i) in a registered direct offering, 736,400 shares of Class A Common Stock, par value $0.01 per share of the Company at a price of $2.30 per share, and pre-funded warrants to purchase up to 543,300 shares of Class A Common Stock, at a price of $2.299 per prefunded warrant, at an exercise price of $0.001 per share of Class A Common Stock, and (ii) in a concurrent private placement, common stock purchase warrants, exercisable for an aggregate of up to 1,279,700 shares of Class A Common Stock, at an exercise price of $2.30 per share. On June 5, 2023, the Company sold 736,400 shares of Class A Common Stock to the institutional investor at a price of $2.30 per share for total proceeds of $1,693,720. Additionally, on same date, the institutional investor purchased the 543,300 pre-funded warrants at a price of $2.299 per prefunded warrant, for total proceeds to the Company of $1,249,047, resulting in an issuance by the Company of 736,400 shares of Class A Common Stock for net proceeds of $2,686,773 from the registered direct offering after deducting placement fee and legal expense of $205,994 and $50,000, respectively.
On June 12, 2023, the institutional investor exercised 322,300 pre-funded warrants at a price of $0.001 per prefunded warrant, resulting in an issuance by the Company of 322,300 shares of Class A Common Stock for total proceeds of $322. Additionally, on June 23, 2023, the institutional investor exercised 221,000 pre-funded warrants at a price of $0.001 per prefunded warrant, resulting in an issuance by the Company of 221,000 shares of Class A Common Stock for total proceeds of $221.
On December 21, 2023, the Company entered into an Inducement Agreement with Armistice Capital Master Fund Ltd. Pursuant to the terms of the Inducement Agreement, the exercise price for the common stock purchase warrants to purchase the remaining 1,279,700 shares of Class A Common Stock of the Company was reduced to $1.34 for a total purchase price of $1,714,798.
On December 21, 2023, the institutional investor exercised 106,670 warrants to purchase shares of Class A Common Stock of the Company at a price of $1.34 per warrant for total proceeds of $142,938.
As of December 31, 2023, due to the beneficial ownership limitation provisions in the Inducement Agreement, the 106,670 warrants were unissued and held in abeyance for benefit of the institutional investor until notice from the institutional investor that the shares may be issued in compliance with the beneficial ownership limitation. These shares were subsequently issued on February 27, 2024.
On September 3, 2024, the Company entered into an Inducement Agreement with Armistice Capital Master Fund Ltd. Pursuant to the terms of the Inducement Agreement, the exercise price for the common stock purchase warrants to purchase
the remaining 1,173,030 shares of Class A Common Stock of the Company was reduced to $0.3223. All of the 1,173,030 shares were exercised and issued on September 4, 2024.
All warrants related to this investment have been exercised and are no longer outstanding as of September 30, 2024.
December 21, 2023
On December 21, 2023, the Company entered into a warrant exercise agreement (the “WEA”) with a certain existing institutional investor, pursuant to which the institutional investor agreed to exercise (the “Exercise”) (i) a portion (106,670) of the warrants issued to the institutional investor on June 5, 2023, which, as of December 21, 2023, were exercisable for 1,279,700 shares of the Company’s Class A Common Stock, par value $0.01 per share (“Class A Common Stock”) with a current exercise price of $2.30 per share (the “June 2023 Warrants”), (ii) all of the warrants issued to the institutional investor on September 14, 2022, as amended on June 5, 2023, which are exercisable for 120,000 shares of Class A Common Stock, with a current exercise price of $2.30 per share (the “September 2022 Warrants”), and (iii) all of the warrants issued to the institutional investor on April 18, 2023, which are exercisable for 1,573,330 shares of Class A Common Stock, with a current exercise price of $3.30 per share (the “April 2023 Warrants” and collectively with all of the June 2023 Warrants and the September 2022 Warrants, the “Existing Warrants”). In consideration for the immediate exercise of 1,800,000 of the Existing Warrants for cash, the Company agreed to reduce the exercise price of all of the Existing Warrants, including any unexercised portion thereof, to $1.34 per share, which was equal to the most recent closing price of the Company’s Class A Common Stock on The Nasdaq Stock Market prior to the execution of the WEA. As of September 30, 2024, the institutional investor had submitted an Exercise Notice for all 1,800,000 Existing Warrants, in two batches, 918,000 and 882,000, respectively, and the shares of Class A Common Stock were issued to the warrant holders.
In addition, in consideration for such Exercise, the Selling Stockholder received new unregistered warrants to purchase up to an aggregate of 3,600,000 shares of Class A Common Stock, equal to 200% of the shares of Class A Common Stock issued in connection with the Exercise, with an exercise price of $1.34 per share (the “New Warrants”) in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933 (the “Securities Act”).
On September 3, 2024, the Company entered into an Inducement Agreement with an institutional investor. Pursuant to the terms of the Inducement Agreement, the exercise price for the common stock purchase warrants to purchase the remaining 3,600,000 shares of Class A Common Stock of the Company was reduced to $0.3223. The 3,600,000 warrants were subsequently exercised resulting in the Company receiving $1,160,280 in cash proceeds.
Due to the beneficial ownership limitation provisions in the Inducement Agreement, 706,970 shares were issued on September 4, 2024.
The warrants to purchase the remaining 2,893,030 shares are held in abeyance for benefit of the institutional investor until notice from the institutional investor that the shares may be issued in compliance with the beneficial ownership limitation. These shares were subsequently issued on November 5, 2024.
April 3, 2024
On April 3, 2024, the Company closed a Securities Purchase Agreement with a certain institutional investor. Pursuant to the terms of the Securities Purchase Agreement, the investor agreed to purchase from the Company 499,990 shares of Class A Common Stock, par value $0.01 of the Company and pre-funded warrants to purchase 1,500,010 shares of Class A Common Stock of the Company ("Warrant A") at a purchase price of $0.968 per share resulting in a total purchase price of $1,936,000. The Company paid offering costs of $245,520 resulting in net proceeds of $1,690,480.
Additionally, pursuant to the Securities Purchase Agreement, as additional consideration for the share and Warrant A purchase described above, the Company agreed to issue to the Selling Stockholder a stock purchase warrant for the purchase of 2,000,000 shares of the Company’s Class A Common Stock at an exercise price of $0.968 per share (“Warrant B”), and a stock purchase warrant for the purchase of 1,600,000 shares of the Company’s Class A Common Stock at an exercise price of $1.06 per share (“Warrant C”).
On May 24, 2024, the institutional investor exercised 542,100 pre-funded warrants from Warrant A to purchase shares of Class A Common Stock of the Company at an exercise price of $0.00 per warrant for total proceeds of $0.
On July 26, 2024 , the institutional investor exercised a further 799,091 pre-funded warrants from Warrant A to purchase shares of Class A Common Stock of the Company at an exercise price of $0.00 per warrant for total proceeds of $0.
On August 20, 2024, the institutional investor exercised the remaining 158,819 pre-funded warrants from Warrant A to purchase shares of Class A Common Stock of the Company at an exercise price of $0.00 per warrant for total proceeds of $0. Subsequent to the August 20, 2024 exercise, there were no remaining securities in Warrant A.
On September 3, 2024, the Company entered into a Termination and Release Agreement under which the transaction entered into between the Company and institutional investor that terminated the remaining 2,000,000 stock purchase warrants in Warrant B and 1,600,000 stock purchase warrants in Warrant C. In consideration of the termination of the Transaction Documents, the Company made a $1,650,000 payment to the institutional investor.
All warrants related to this investment have been exercised or terminated and are no longer outstanding as of September 30, 2024.
September 3, 2024
On September 3, 2024, the Company entered into a securities purchase agreement with a single institutional investor to purchase 1,432,399 shares of Class A Common Stock, par value $0.01 of the Company (or pre-funded warrants in lieu thereof) in a registered direct offering priced at-the-market under Nasdaq rules. The shares were purchased at $0.3213 resulting in proceeds of $460,230.
In a concurrent private placement, the Company also agreed to issue and sell unregistered warrants to purchase up to an aggregate of 2,864,798 shares of Class A Common Stock, par value $0.01 of the Company. The exercise price for each share of common stock (or pre-funded warrant in lieu thereof) and accompanying warrant is $0.3223. The private placement warrants will be exercisable upon receipt of shareholder approval and will expire five years from the initial exercise date and will have an exercise price of $0.3223 per share. As of the date of this Quarterly Report on Form 10-Q, the Company has not received shareholder approval but will hold a vote on November 18, 2024.
The warrants to purchase the remaining 1,432,399 shares of the Company’s Class A Common Stock are held in abeyance as of September 30, 2024 and 2,864,798 shares of the Company’s Class A Common Stock remain outstanding as of September 30, 2024. On November 6, 2024, the 1,432,399 shares were issued upon the exercise of the warrants for $0.0010 per share resulting in $1,432 in proceeds.
September 3, 2024
On September 3, 2024, the Company also entered into a warrant inducement agreement with a single institutional investor to exercise 1,173,030 outstanding warrants that the Company issued on June 5, 2023 (as amended on December 20, 2023) and 3,600,000 outstanding warrants that the Company issued on December 20, 2023. These warrant exercises are discussed under the June 5, 2023 and December 20, 2023 sections above. In consideration for the immediate exercise of the warrants, the Company also agreed to issue to the investor unregistered warrants to purchase an aggregate of 9,546,060 shares of the Company's common stock. These warrants will have an exercise price of $0.3223 per share, will be exercisable upon receipt of shareholder approval and will expire five years from the initial exercise date. As of the date of this Quarterly Report on Form 10-Q, the Company has not received shareholder approval but will hold a vote on November 18, 2024.
In accordance with the Inducement Agreement we recognized a deemed dividend of $1.94 million calculated as the fair value of the warrants and reduction in exercise price of the warrants as described above immediately following the Inducement Agreement. The fair values were determined using the Black Sholes Model. This deemed dividend is added to net loss to arrive at net loss attributable to common stockholders on the statements of operations.
The warrants to purchase the remaining 9,546,000 shares of the Company’s Class A Common Stock remain outstanding as of September 30, 2024.
September 10, 2024
On September 10, 2024, T Stamp Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement the (“SPA”) with a certain institutional investor. The investor and the Company previously entered into that certain Securities Purchase Agreement dated July 13, 2024, in which the Company issued 4,597,701 shares of Class A
Common Stock, par value $0.01 of the Company (the “Class A Common Stock”) in exchange for the issuance by the investor to the Company of (i) a $500,000 promissory note payable on July 31, 2024; (ii) a $500,000 promissory note payable on August 31, 2024; and (iii) a $1,000,000 promissory note payable within three (3) trading days of an effective resale registration statement. As of the date of this report, all promissory notes have been repaid.
Pursuant to the terms of the SPA, the Company agreed, at the closing of the SPA and upon the terms and subject to the conditions set forth in the SPA, to issue shares certain warrants to purchase 3,763,950 shares of Class A Common Stock, with an exercise price equal to $0.2273, subject to adjustment in certain circumstances.
The warrants to purchase the remaining 3,763,950 shares of the Company’s Class A Common Stock remain outstanding as of September 30, 2024.
v3.24.3
Investment
9 Months Ended
Sep. 30, 2024
Investments, Debt and Equity Securities [Abstract]  
Investment Investment
Boumarang License Agreement — On August 6, 2024, the Company entered into a License Agreement (the “Agreement”) with Boumarang Inc. (“Boumarang”), a developer, manufacturer, and seller of hydrogen-powered UAV and USV drones.
Pursuant to the Agreement, the Company agreed to grant a non-exclusive license to Boumarang to exploit 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 $5,000,000 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 (the “Prepaid Warrant”).
The Prepaid Warrant may be exercised in whole or in part at any time prior to the tenth annual anniversary of the issuance date of the Prepaid Warrant. No additional exercise price must be paid by the Company to exercise any portion of the Prepaid Warrant. The Prepaid Warrant also provides that the Company will receive any dividends declared by Boumarang that it would have been entitled to had the Prepaid Warrant been fully exercised, even if the Prepaid Warrant has not been exercised as of such time the distribution is made. Boumarang agreed to reserve a number a sufficient number of shares at all times to allow the Company to fully exercise the Prepaid Warrant. The Prepaid Warrant has certain anti-dilution protections, whereby the number of shares issuable upon the exercise of the Prepaid Warrant will proportionately adjust in the case of a stock-split or stock dividend of Boumarang’s common stock.
The investment in Boumarang was recorded in accordance with ASC 321, Investments – Equity Securities (“ASC 321”). Under this guidance, investments in equity securities in privately-held companies without readily determinable fair values are generally recorded at cost, plus or minus subsequent observable price changes in identical or similar investments, less impairments. The Company elected the practical expedient permitted by ASC 321 and recorded the above investment on a cost basis. As a part of the assessment for impairment indicators, the Company considers significant deterioration in the earnings performance and overall business prospects of the investee as well as significant adverse changes in the external environment the investment operate. If qualitative assessment indicates the investment is impaired, the fair value of the Prepaid Warrants would be estimated, which would involve a significant degree of judgement and subjectivity.

The Company qualitatively assessed the investment for impairment in accordance with ASC 321. As of September 30, 2024, the Company determined that there was no impairment for the investment.
Boumarang Subscription Agreement — On August 6, 2024, Trust Stamp executed a Subscription Agreement with Boumarang to participate in a Regulation D offering being conducted by Boumarang, subscribing for 100,000 shares of Boumarang's common stock at a price per share of $1.00. The Company made the $100,000 subscription payment on August 6, 2024.
v3.24.3
Balance Sheet Components
9 Months Ended
Sep. 30, 2024
Balance Sheet Components  
Balance Sheet Components Balance Sheet Components
Prepaid expenses and other current assets
Prepaid expenses and other current assets as of September 30, 2024 and December 31, 2023 consisted of the following:
September 30, 2024December 31, 2023
Prepaid operating expenses$253,973 $216,875 
Rent deposit27,458 28,400 
Value added tax receivable48,177 116,095 
Tax credit receivable (short-term)25,045 102,151 
Miscellaneous receivable859,271 363,260 
Prepaid expenses and other current assets$1,213,924 $826,781 
Capitalized internal-use software, net
Capitalized internal-use software, net as of as of September 30, 2024 and December 31, 2023 consisted of the following:
Useful LivesSeptember 30, 2024December 31, 2023
Internally developed software5 Years$4,363,338 $3,901,801 
Less: Accumulated depreciation(2,830,981)(2,429,427)
Capitalized internal-use software, net$1,532,357 $1,472,374 
Amortization expense is recognized on a straight-line basis and during the three months ended September 30, 2024 and 2023 totaled $141 thousand and $140 thousand, respectively. Amortization expense during the nine months ended September 30, 2024 and 2023 totaled $419 thousand, respectively.
As of September 30, 2024, the Company determined that $24 thousand of Capitalized internal-use software were impaired. The impaired Capitalized internal-use software was expensed to Research and development during the nine months ended September 30, 2024.
Property and equipment, net
Property and equipment, net as of as of September 30, 2024 and December 31, 2023 consisted of the following:
Useful LivesSeptember 30, 2024December 31, 2023
Computer equipment
3-4 Years
$154,181 $152,014 
Furniture and fixtures10 Years34,675 28,052 
Property and equipment, gross188,856 180,066 
Less: Accumulated depreciation(149,031)(123,630)
Property and equipment, net$39,825 $56,436 
Depreciation expense is recognized on a straight-line basis and during the three months ended September 30, 2024 and 2023 totaled $8 thousand and $10 thousand, respectively. Depreciation expense during the nine months ended September 30, 2024 and 2023 totaled $27 thousand and $62 thousand, respectively.
Accrued expenses
Accrued expenses as of September 30, 2024 and December 31, 2023 consisted of the following:
September 30, 2024December 31, 2023
Compensation payable$672,587 $377,403 
Commission liability19,885 26,863 
Accrued employee taxes890,411 624,525 
Other accrued liabilities87,377 115,099 
Accrued expenses$1,670,260 $1,143,890 
v3.24.3
Goodwill and Intangible Assets, Net
9 Months Ended
Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets, Net Goodwill and Intangible Assets, Net
There were no changes in the carrying amount of Goodwill for the nine months ended September 30, 2024.
Intangible assets, net as of September 30, 2024 and December 31, 2023 consisted of the following:
Useful LivesSeptember 30, 2024December 31, 2023
Patent application costs3 Years$555,918 $484,035 
Trade name and trademarks3 Years71,033 70,446 
Intangible assets, gross626,951 554,481 
Less: Accumulated amortization(433,647)(330,791)
Intangible assets, net$193,304 $223,690 
The Company added 6 new issued patents during the nine months ended September 30, 2024. The patents issued during the nine months ended September 30, 2024 increased our total number of patents to 23 and include:
On January 2, 2024, the Company received Notice of Issuance for a patent that is a continuation of “Systems and Processes for Lossy Biometric Representation.” This patent is a continuation addresses a long-felt but unresolved need for a system or process that can transform size-variant, personally-identifying biometric templates into fixed-size, privacy-secured representations, while maintaining sufficiently accurate biometric matching capabilities.
On January 30, 2024, the Company received Notice of Issuance for a patent that is a continuation of “Systems and Processes for Lossy Biometric Representation.” This technology provides a system or process that can transform size-variant, personally-identifying biometric templates into fixed-size, privacy-secured representations, while maintaining sufficiently accurate biometric matching capabilities.
On March 19, 2024, the Company received Notice of Issuance for a patent entitled “Systems and Methods for Enhanced Hash Transforms.” Conventional cryptographic hashing techniques generally include functions that generate unique signatures given a piece of data, accepting binary strings of characters as an input, and producing a string (e.g., a digital signature) as an output. Our new patent addresses the need for improved techniques for securely handling sensitive data.
On April 23, 2024, the Company received Notice of Issuance for a patent entitled “Face Cover-compatible Biometrics and Processes for Generating and Using Same.” which allows for enrollment of biometric information from individuals wearing face coverings such that subsequent biometric identification and verification processes may not require the individuals to remove their face coverings.
On April 30, 2024, the Company received Notice of Issuance for a patent entitled “Systems and Methods for Liveness-verified, Biometric-based Encryption.” This patent fulfills a long-felt but unresolved need for a system or method that permits encryption/decryption based on liveness-verified biometric data that cannot be stolen or spoofed.
On September 3, 2024 the Company received Notice of Issuance by the US Patent of Trademark Office of Patent No. 17/719,975 entitled, “Personal Identifiable Information Encoder." This technology provides the means to maintain the essential utility of PII without storing highly sensitive data. Anyone processing or storing PII should embrace this technology to fulfill their data protection obligations and mitigate damage and losses in the event of a data breach.”
Intangible asset amortization expense is recognized on a straight-line basis and during the three months ended September 30, 2024 and 2023 totaled $32 thousand and $40 thousand, respectively. Intangible asset amortization expense during the nine months ended September 30, 2024 and 2023 totaled $102 thousand and $115 thousand, respectively.
Estimated future amortization expense of Intangible assets, net is as follows:
Years Ending December 31,Amount
2024$31,949 
202599,005 
202652,529 
20279,821 
Total future amortization
$193,304 
v3.24.3
Net Loss per Share Attributable to Common Stockholders
9 Months Ended
Sep. 30, 2024
Earnings Per Share [Abstract]  
Net Loss per Share Attributable to Common Stockholders Net Loss per Share Attributable to Common Stockholders
The following table presents the calculation of basic and diluted net loss per share:
For the three months ended September 30,
For the nine months ended September 30,
2024202320242023
Numerator:
Net loss attributable to common stockholders$(1,255,915)$(35,162)$(6,532,845)$(4,752,980)
Denominator:
Weighted average shares used in computing net loss per share attributable to common stockholders17,717,2478,155,61713,368,1696,658,205
Net loss per share attributable to common stockholders$(0.07)$— $(0.49)$(0.71)
The following potentially dilutive securities were excluded from the computation of diluted net loss per share calculations for the periods presented because the impact of including them would have been anti-dilutive:
As of September 30,
20242023
Options, RSUs, and grants1,596,479791,410
Warrants26,979,6424,528,193
Total28,576,1215,319,603
v3.24.3
Stock Awards and Stock-Based Compensation
9 Months Ended
Sep. 30, 2024
Share-Based Payment Arrangement [Abstract]  
Stock Awards and Stock-Based Compensation Stock Awards and Stock-Based Compensation
From time to time, the Company may issue stock awards in the form of Class A Common Stock grants, Restricted Stock Units (RSUs), or Class A Common Stock options with vesting/service terms. Stock awards are valued on the grant date using the Company’s common stock share price quoted on an active market. Stock options are valued using the Black-Scholes-Merton pricing model to determine the fair value of the options. We generally issue our awards in terms of a fixed monthly value, resulting in a variable number of shares being issued, or in terms of a fixed monthly share number.
Stock Options
The following table summarizes stock option activity for the three and nine months ended September 30, 2024:
Options
Outstanding
Weighted
Average
Exercise Price
Per Share
Weighted
Average
Remaining
Contractual
Life (years)
Aggregate
Intrinsic Value
Balance as of January 1, 2023387,109$6.40 1.45$— 
Options granted11,8902.28 
Options exercised(1,230)3.25 
Options canceled and forfeited(4,186)5.73 
Balance as of December 31, 2023393,583 6.27 1.95— 
Options granted3,825 1.57 
Options exercised— — 
Options canceled and forfeited(1,425)4.21 
Balance as of March 31, 2024395,983 6.24 1.72— 
Options granted4,375 1.37 
Options exercised— — 
Options canceled and forfeited(510)3.92 
Balance as of June 30, 2024399,848 6.19 1.49— 
Options granted6,5500.92 
Options exercised— — 
Options canceled and forfeited(1,530)3.92 
Options vested and exercisable as of September 30, 2024404,868 $6.11 1.27
Options
Outstanding
Weighted
Average
Exercise Price
Per Share
Weighted
Average
Remaining
Contractual
Life (years)
Aggregate
Intrinsic Value
Balance as of January 1, 2024393,583$6.27 1.95$— 
Options granted14,750 1.22
Options exercised— — 
Options canceled and forfeited(3,465)4.02
Balance as of September 30, 2024404,868 6.11 1.27— 
Options vested and exercisable as of September 30, 2024404,868 $6.11 1.27$— 
The aggregate intrinsic value of options outstanding, exercisable, and vested is calculated as the difference between the exercise price of the underlying options and the fair value of the Company’s common stock. The aggregate intrinsic value of options exercised during the nine months ended September 30, 2024 and 2023 was $0.
The weighted average grant-date fair value of options granted during the nine months ended September 30, 2024 and 2023 was $0.29 and $1.25 per share, respectively. The total grant-date fair value of options that vested during the nine months ended September 30, 2024 and 2023 was $4 thousand and $10 thousand, respectively.
The following assumptions were used to calculate the fair value of options granted during the nine months ended September 30, 2024:
Fair value of Class A Common Stock
$0.06 — 0.72
Exercise price
$0.80 — 1.64
Risk free interest rate
3.51 — 4.71%
Expected dividend yield0.00 %
Expected volatility
77.54 — 79.80%
Expected term3 Years
As of September 30, 2024, the Company had 404,868 stock options outstanding of which all are fully vested options.
Stock Grants
As of September 30, 2024, the Company has 100,188 common stock grants outstanding of which 82,111 were vested but not issued and 18,077 were not yet vested. All granted and outstanding common stock grants will fully vest by September 30, 2025. The Company had unrecognized stock-based compensation related to common stock grants of $6 thousand as of September 30, 2024.
RSU
As of September 30, 2024, the Company had 1,091,423 RSUs outstanding of which 51,412 were vested but not issued and 1,040,011 were not yet vested. All granted and outstanding RSUs will fully vest by January 2, 2025. The Company had unrecognized stock-based compensation related to RSUs of $343 thousand as of September 30, 2024.
During the nine months ended September 30, 2024 the Company issued 54,734 of Class A Common Stock to employees that were designated for employee stock awards and were previously recorded as treasury stock.
A summary of outstanding RSU activity as of September 30, 2024 is as follows:
RSU Outstanding Number of Shares
Balance as of January 1, 2023292,564
Granted410,516
Vested (issued)(159,776)
Forfeited(97,202)
Balance as of December 31, 2023446,102
Granted1,040,011
Vested (issued)(318,812)
Forfeited(75,878)
Balance as of September 30, 20241,091,423
Stock-based compensation expense
Our consolidated statements of operations include stock-based compensation expense as follows:
For the three months ended September 30,For the nine months ended September 30,
2024202320242023
Cost of services$3,144 $11,169 $3,406 $11,825 
Research and development23,878 48,336 38,087 79,956 
Selling, general, and administrative324,571 88,535 915,110 213,569 
Total stock-based compensation expense$351,593 $148,040 $956,603 $305,350 
v3.24.3
Related Party Transactions
9 Months Ended
Sep. 30, 2024
Related Party Transactions [Abstract]  
Related Party Transactions Related Party Transactions
Related party payables of $48 thousand and $82 thousand as of September 30, 2024 and December 31, 2023, respectively, primarily relate to amounts owed to 10Clouds, the Company’s contractor for software development and investor in the Company, and smaller amounts payable to members of management as expense reimbursements. Total costs incurred in relation to 10Clouds for the three months ended September 30, 2024 and 2023, totaled approximately $1 thousand and $164 thousand, respectively. Total costs incurred in relation to 10Clouds for the nine months ended September 30, 2024 and 2023, totaled approximately $112 thousand and $699 thousand, respectively.
Mutual Channel Agreement
On November 15, 2020, the Company entered into a Mutual Channel Agreement with Vital4Data, Inc., a company at which one of our Directors serves as Chief Executive Officer. Pursuant to the agreement, the Company engaged Vita4Data, Inc. as a non-exclusive sales representative for the Company’s products and services. Vital4Data, Inc. is entitled to compensation in the form of commissions, receiving a 20% of commission-eligible on net revenue from sales generated by Vital4Data, Inc. in the first year of the contract term, which is reduced to 10% in the second year, and 5% in the third year. The Company has not earned or expensed any commissions pursuant to the Vital4Data, Inc. agreement to date. As of September 30, 2024 and December 31, 2023, the Vital4Data, Inc. commission due was $0.
v3.24.3
Malta Grant
9 Months Ended
Sep. 30, 2024
Malta Grant  
Malta Grant Malta Grant
During July 2020 the Company entered into an agreement with the Republic of Malta that would provide for a grant of up to €200 thousand or $251 thousand as reimbursement for operating expenses over the first twelve months following Trust Stamp Malta’s incorporation in the Republic of Malta. The Company must provide an initial capital amount of €50 thousand or $62 thousand, which is matched with a €50 thousand or $62 thousand grant. The remaining €150 thousand or $190 thousand are provided as reimbursement of operating expenses twelve months following incorporation.
U.S. GAAP does not provide authoritative guidance regarding the receipt of economic benefits from government entities in return for compliance with certain conditions. Therefore, based on ASC 105-10-05-2, non-authoritative accounting guidance from other sources was considered by analogy in determining the appropriate accounting treatment, the Company elected to apply International Accounting Standards 20 – Accounting for Government Grants and Disclosure of Government Assistance and recognizes the expected reimbursements from the Republic of Malta as deferred income. As reimbursable operating expenses are incurred, a receivable is recognized (reflected within “Prepaid expenses and other current assets” in the consolidated balance sheets) and income is recognized in a similar systematic basis over the same periods in the consolidated statements of operations. During the nine months ended September 30, 2023, the Company incurred $0 in expenses that are reimbursable under the grant. As of September 30, 2024, all amounts provided for under this grant were received.
On January 25, 2022, the Company entered into an additional agreement with the government of Malta for a grant of up to €100 thousand or $107 thousand, in terms of the ‘Investment Aid to produce the COVID-19 Relevant Product’ program, to support the proposed investment. The estimated value of the grant is €137 thousand or $146 thousand, at an aid intensity of 75% to cover eligible wage costs incurred after February 1, 2022 in relation to new employees engaged specifically for the implementation of the project. On September 22, 2022, the Company entered into an amendment agreement that enables the Company to submit eligible employee expenses for reimbursement by October 31, 2022. The grant was approved in January 2022, however, the request for payment was not approved and management abandoned the agreement. Hence,
during the nine months ended September 30, 2024 and 2023, the Company incurred $0, respectively, in expenses that are reimbursable under the grant. As of September 30, 2024, no amounts provided under this grant were received.
v3.24.3
Leases and Commitments
9 Months Ended
Sep. 30, 2024
Leases and Commitments  
Leases and Commitments Leases and Commitments
Operating Leases The Company leases office space in Atlanta, Georgia, which serves as its corporate headquarters, office space in Malta, which serves as its research and development facility, and vehicles in Malta that are considered operating lease arrangements under ASC 842 guidance. In addition, the Company contracts for month-to-month coworking arrangements in other office spaces in North Carolina, Denmark, Poland, Rwanda, and Japan to support its dispersed workforce. As of September 30, 2024, there were no minimum lease commitments related to month-to-month lease arrangements.
Initial lease terms are determined at commencement date, the date the Company takes possession of the property, and the commencement date is used to calculate straight-line expense for operating leases. Certain leases contain renewal options for varying periods, which are at the Company’s sole discretion. For leases where the Company is reasonably certain to exercise a renewal option, such option periods have been included in the determination of the Company’s Operating lease right-of-use assets and Operating lease liabilities. The Company’s leases have remaining terms of 1 to 4 years. As the Company’s leases do not provide an implicit rate, the present value of future lease payments is determined using the Company’s incremental borrowing rate based on information available at the commencement date.
Lease term and discount rateSeptember 30, 2024
Weighted average remaining lease term1.88 years
Weighted average discount rate5.0 %
During the nine months ended September 30, 2024, the Company did terminate one operating lease for office space located in the United States. The lease was terminated upon the conclusion of the agreed upon lease term, therefore, there were no termination fees, Right-of-use assets derecognized, Lease liabilities derecognized, or losses recognized.
Balance sheet information related to leases as of as of September 30, 2024 and December 31, 2023 was as follows:
September 30, 2024
December 31, 2023
Operating lease right-of-use assets
Operating lease right-of-use assets$198,634 $164,740 
Operating lease liabilities
Short-term operating lease liabilities $95,367 $81,236 
Long-term operating lease liabilities70,555 53,771 
Total operating lease liabilities$165,922 $135,007 
Future maturities of ASC 842 lease liabilities as of September 30, 2024 are as follows:
Years Ending December 31,Principal PaymentsImputed
Interest Payments
Total Payments
2024$36,976 $1,921 $38,897 
202588,889 3,696 92,585 
202622,735 1,170 23,905 
20278,831 626 9,457 
20288,491 178 8,669 
Total future maturities$165,922 $7,591 $173,513 
Total lease expense, under ASC 842, was included in Selling, general, and administrative expenses in our unaudited condensed consolidated statement of operations for the three and nine months ended September 30, 2024 and 2023 as follows:
For the three months ended September 30,For the nine months ended September 30,
2024202320242023
Operating lease expense – fixed payments$39,368 $40,060 $117,221 $169,496 
Short term lease expense10,710 10,846 34,929 48,399 
Total lease expense$50,078 $50,906 $152,150 $217,895 
Supplemental cash flows information related to leases was as follow:
For the nine months ended September 30,
20242023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$(111,277)$(145,483)
During the nine months ended September 30, 2024, the Company did not incur variable lease expense.
Financial Liability Obligation The Company’s financial liability totaled $0 and $162 thousand as of September 30, 2024 and December 31, 2023, respectively, for an executed agreement with a telecommunications company for acquiring mobile hardware. On March 3, 2023, the Company provided a 30-day termination notice to the telecommunications company which terminates the mobile hardware data service. Under the contract terms with the telecommunications company, upon termination of the data service the Company must pay the remaining financial liability during the final data service billing period. The remaining financial liability was resolved with a settlement and no further payment is due as of September 30, 2024.
Litigation — The Company is not currently involved with and does not know of any pending or threatening litigation against the Company or any of its officers or directors in connection with its business.
v3.24.3
Subsequent Events
9 Months Ended
Sep. 30, 2024
Subsequent Events [Abstract]  
Subsequent Events Subsequent Events
Securities Purchase Agreement On October 27, 2024, the Company entered into a Securities Purchase Agreement (the “SPA”) with DQI Holdings, Inc. (“DQI”). Pursuant to the terms of the SPA, the Company agreed to sell, and DQI agreed to purchase from, at the closing of the SPA (the “Closing”) and upon the terms and subject to the conditions set forth in the SPA, 1,363,636.36 shares of Class A Common Stock, par value $0.01 of the Company (the “Class A Common Stock”) at $0.22 per share, subject to adjustment in certain circumstances.
On October 28, 2024 (the “Closing Date”), the Closing of the SPA occurred, and the Company received a cash payment of $300,000. The 1,363,636.36 shares of Class A Common Stock are held abeyance as of the date of this Quarterly Report on Form 10-Q. The Closing of the SPA was subject to a number of customary closing conditions, including, but not limited to, the Company’s entry into a Registration Rights Agreement, the execution of which were conditions to the Closing of the SPA.
Secured Promissory Note On November 13, 2024, the Company received a loan pursuant a secured promissory note in the principal amount of $3.00 million. The note accrues interest at a rate of 14% per annum, computed as simple interest on the basis of a year of 365 days. Principal and any accrued but unpaid interest under this note shall be due and payable by the Company upon demand of the noteholder at any time after January 12, 2025. The note is secured by all of the Company's assets, including its receivables.
v3.24.3
Description of Business, Summary of Significant Accounting Policies, and Going Concern (Policies)
9 Months Ended
Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Description of Business
Description of Business — T Stamp Inc. was incorporated in the State of Delaware on April 11, 2016. T Stamp Inc. and its subsidiaries (“Trust Stamp,” “we,” “us,” “our,” or the “Company”) develop and market artificial intelligence-powered or enabled software solutions for enterprise and government partners and peer-to-peer markets.
Trust Stamp primarily develops proprietary artificial intelligence-powered solutions, researching and leveraging machine learning artificial intelligence, including computer vision, cryptography, and data mining, to process and protect data and deliver insightful outputs that identify and defend against fraud, protect sensitive user information, facilitate automated processes, and extend the reach of digital services through global accessibility. We utilize the power and agility of technologies such as GPU processing, edge computing, neural networks, and large language models to process and protect data faster and more effectively than historically possible to deliver results at a disruptively low cost for usage across multiple industries.
Our team has substantial expertise in the creation and development of AI-enabled software products. We license our technology and expertise in numerous fields, with an increasing emphasis on addressing diverse markets through established partners who will integrate our technology into field-specific applications.
Reverse Split
Reverse Split — On February 15, 2023 our Board of Directors approved and, as of February 20, 2023, the holders of a majority of our voting capital stock approved an amendment (the “Certificate of Amendment”) to the Company’s Amended and Restated Certificate of Incorporation and approved to effect a reverse split of our issued and outstanding shares of Class A Common Stock at a ratio of one share for every five shares currently held, rounded up to the nearest whole share – whereby every five (5) outstanding shares of Class A Common Stock was combined and became one (1) share of Class A Common Stock, rounding up to the nearest whole number of shares (the “Reverse Split”). All share and per share amounts have been updated to reflect the Reverse Split in these unaudited condensed consolidated financial statements. The Reverse Split was effective for trading on the market opening of Nasdaq on March 23, 2023. The Reverse Stock Split effective March 23, 2023, was ratified by the Company’s stockholders by written consent pursuant to a definitive proxy statement filed with the Securities and Exchange Commission on April 13, 2023. Written consent from the majority of stockholders was received as of May 13, 2023.
Going Concern
Going Concern — 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 during the nine months ended September 30, 2024 of $4.59 million, net operating cash outflows of $6.18 million for the same period, working capital of negative $1.45 million and an accumulated deficit of $55.45 million as of September 30, 2024.
The Company’s ability to continue as a going concern in the next twelve months following the date the unaudited condensed consolidated financial statements were available to be issued is dependent upon its ability to produce revenues and/or obtain financing sufficient to meet current and future obligations and deploy such to produce profitable operating results. Management has evaluated these conditions and plans to generate revenue and raise capital as needed to satisfy the Company’s capital needs. While the negotiation of significant additional revenue is well advanced, it has not reached a stage that allows it to be factored into a going concern evaluation. In addition, although the Company has previously been successful in raising capital as needed and has already made plans to do so as well as restructuring expenses to meet the Company’s cash needs, no assurance can be given that the Company will be successful in its capital raising efforts. These
factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period.
Basis of Presentation
Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with US Generally Accepted Accounting Principles (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). The accompanying unaudited condensed consolidated financial statements have been prepared on a basis which assumes that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.
Basis of Consolidation
Basis of Consolidation The accompanying unaudited condensed consolidated financial statements reflect the activity of the Company and its subsidiaries, Trusted Mail Inc. (“Trusted Mail”), Finnovation LLC (“Finnovation”), Trust Stamp Malta Limited (“Trust Stamp Malta”), AIID Payments Limited, Biometric Innovations Limited (“Biometrics”), Trust Stamp Rwanda Limited, Trust Stamp Denmark ApS, Quantum Foundation, TSI GovTech Corporation, Global Server Management Inc., Cheltenham AI LTD, and Trust Stamp Nigeria Limited. All significant intercompany transactions and accounts have been eliminated.
The Company has completed the process of administratively dissolving AIID Payments Limited and the dissolution was effective October 29, 2024.
Further, we continue to consolidate Tstamp Incentive Holdings (“TSIH”) which we consider to be a variable interest entity.
In the opinion of management, these unaudited condensed consolidated financial statements reflect all adjustments necessary (which adjustments are of a normal and recurring nature) for the fair presentation of the Company's financial position as of September 30, 2024 and December 31, 2023, and the results of operations for the three and nine months ended September 30, 2024 and 2023. The results of operations for the three and nine months ended September 30, 2024 are not necessarily indicative of results expected for the full year. Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with GAAP have been omitted pursuant to the rules and regulations of the SEC. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes to consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2023. The accounting policies employed are substantially the same as those shown in note 1 of the notes to consolidated financial statements included therein.
Variable Interest Entity
Variable Interest Entity — On April 9, 2019, management created a new entity, TSIH. Furthermore, on April 25, 2019, the Company issued 320,513 shares of Class A Common Stock to TSIH, for the purpose of providing a pool of shares of Class A Common Stock of the Company that the Company’s Board of Directors (the “Board”) could use for employee stock awards and were recorded initially as Treasury stock. Since establishing TSIH, 264,000 shares were transferred to various employees as a stock award that were earned and outstanding. On February 15, 2023, Trust Stamp issued 206,033 shares of Class A Common Stock to TSIH to be used to satisfy vested employee stock awards. As of September 30, 2024, no shares of Class A Common Stock are held by TSIH as all shares have been issued pursuant to employee Restricted Stock Units.
The Company considers this entity to be a variable interest entity (“VIE”) because it is thinly capitalized and holds no cash. Because the Company does not own shares in TSIH, management believes that this gives the Company a variable interest. Further, management of the Company also acts as management of TSIH and is the decision-maker as management grants shares held by TSIH to employees of the Company. As this VIE's primary purpose is to hold shares in the Company from time to time and holds no other liabilities or assets, the Company is the primary beneficiary of TSIH and will consolidate the VIE.
Major Customers and Concentration of Risks
Major Customers and Concentration of Risks — Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of Cash and cash equivalents, and Accounts receivable. We maintain our Cash and cash equivalents with high-quality financial institutions, mainly in the United States; the composition of which are regularly monitored by us. The Federal Deposit Insurance Corporation covers $250,000 for substantially all depository accounts. The Company from time to time may have amounts on deposit in excess of the insured limits. As of September 30, 2024 the Company had $30,342 of deposits in excess of insured limits, meanwhile as at December 31, 2023, the Company had $2,620,765 in U.S. bank accounts which exceeded insured limits. Management believes minimal credit risk exists with respect to these financial institutions and the Company has not experienced any losses on such amounts.
For Accounts receivable, we are exposed to credit risk in the event of nonpayment by customers to the extent the amounts are recorded in the consolidated balance sheets. We extend different levels of credit and maintain reserves for potential credit losses based upon the expected collectability of Accounts receivable. We manage credit risk related to our customers by performing periodic evaluations of credit worthiness and applying other credit risk monitoring procedures.
Three customers represented 86.87% or 65.12%, 17.12%, and 4.63% of the balance of total Accounts receivable as of September 30, 2024 and three customers represented 91.11% or 53.55%, 30.43%, and 7.13% of the balance of total Accounts receivable as of December 31, 2023. The Company seeks to mitigate its credit risk with respect to Accounts receivable by contracting with large commercial customers and government agencies, and regularly monitoring the aging of Accounts receivable balances. As of September 30, 2024 and December 31, 2023, the Company had not experienced any significant losses on its Accounts receivable.
During the three months ended September 30, 2024, the Company sold to primarily three customers which made up approximately 93.24% of total Net revenue, and consisted of 66.34%, 17.60%, and 9.30% from an S&P 500 Bank, Mastercard, and Triton, respectively.
Additionally, during the three months ended September 30, 2023, the Company sold to primarily three customers which made up approximately 95.85% of total Net revenue, and consisted of 81.87%, 7.91%, and 6.07% from IGS, Mastercard, and an S&P 500 Bank, respectively.
During the nine months ended September 30, 2024, the Company sold to primarily three customers which made up approximately 94.68% of total Net revenue, and consisted of 63.66%, 21.07%, and 9.95% from an S&P 500 Bank, Mastercard, and Triton, respectively.
Additionally, during the nine months ended September 30, 2023, the Company sold to primarily three customers which made up approximately 90.53% of total Net revenue, and consisted of 62.98%, 14.95%, and 12.60% from IGS, an S&P 500 Bank, and Mastercard, respectively.
Property and Equipment, Net
Property and Equipment, Net — Property and equipment, net is stated at cost less accumulated depreciation. Depreciation is recognized using the straight-line method over the estimated useful lives of the respective assets. Maintenance and repairs that do not improve or extend the useful lives of the assets are expensed when incurred, whereas additions and major improvements are capitalized. Upon sale or retirement of assets, the cost and related accumulated depreciation are derecognized from the consolidated balance sheet and any resulting gain or loss is recorded in the consolidated statements of operations in the period realized.
Accounting for Impairment of Long-Lived Assets
Accounting for Impairment of Long-Lived Assets — Long-lived assets with finite lives include Property and equipment, net, Capitalized internal-use software, Operating lease right-of-use assets, and Intangible assets, net subject to amortization. The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability of assets held and used is measured by comparison of the carrying amount of an asset or an asset group to estimated undiscounted future net cash flows expected to be generated by the asset or asset group. If the carrying amount of an asset exceeds these estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the assets exceeds the fair value of the asset or asset group. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.
As of September 30, 2024, the Company determined that $24 thousand of Capitalized internal-use software were impaired. The impaired Capitalized internal-use software was expensed to Research and development during the nine months ended September 30, 2024. As of December 31, 2023, the Company determined that $19 thousand of Capitalized internal-use software and $12 thousand of Intangible assets was impaired. The impaired Capitalized internal-use software was expensed to Research and development during the year ended December 31, 2023.
Goodwill
Goodwill Goodwill is accounted for in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 350, Intangibles—Goodwill and Other. The Company allocates the cost of an acquired business to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The excess of the purchase consideration transferred over the fair value of the net assets acquired, including other Intangible assets, net, is recorded as Goodwill. Goodwill is tested for impairment at the reporting unit level at least quarterly or more frequently when events or circumstances occur that indicate that it is more likely than not that an impairment has occurred. In assessing Goodwill for impairment, the Company first assesses qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. In the qualitative assessment, the Company considers factors including
economic conditions, industry and market conditions and developments, overall financial performance and other relevant entity-specific events in determining whether it is more likely than not that the fair value of the reporting unit is less than the carrying amount. Should the Company conclude that it is more likely than not that the recorded Goodwill amounts have been impaired, the Company would perform the impairment test. Goodwill impairment exists when a reporting unit’s carrying value exceeds its fair value. Significant judgment is applied when Goodwill is assessed for impairment. There were no impairment charges to Goodwill as of September 30, 2024 and December 31, 2023.
Remaining Performance Obligations
Remaining Performance Obligations — The Company’s arrangements with its customers often have terms that span over multiple years. However, the Company generally allows its customers to terminate contracts for convenience prior to the end of the stated term with less than twelve months’ notice. Revenue allocated to remaining performance obligations represents non-cancelable contracted revenue that has not yet been recognized, which includes deferred revenue and, in certain instances, amounts that will be invoiced. The Company has elected the practical expedient allowing the Company to not disclose remaining performance obligations for contracts with original terms of twelve months or less. Cancellable contracted revenue, which includes customer deposit liabilities, is not considered a remaining performance obligation. As of September 30, 2024 and December 31, 2023, the Company did not have any related performance obligations for contracts with terms exceeding twelve months.
Recent Accounting Pronouncements Not Yet Adopted
Recent Accounting Pronouncements Not Yet Adopted In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) – Improvements to Income Tax Disclosures. ASU 2023-09 requires enhancements and further transparency to certain income tax disclosures, most notably the tax rate reconciliation and income taxes paid. This ASU is effective for fiscal years beginning after December 15, 2024 on a prospective basis and retrospective application is permitted. The Company is currently evaluating the impacts of the new standard but does not expect a material impact to its unaudited condensed consolidated financial statements or related disclosures.
In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. The amendments in this ASU clarify that an entity should measure the fair value of an equity security subject to contractual sale restriction the same way it measures an identical equity security that is not subject to such a restriction. The FASB said the contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, should not affect its fair value. The ASU is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted. The Company does not expect this guidance to have a material impact to its unaudited condensed consolidated financial statements or related disclosures.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures. ASU 2023-07 improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments are effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Early adoption of the amendments is permitted. The Company is currently evaluating the impacts of the new standard but does not expect a material impact to its unaudited condensed consolidated financial statements or related disclosures.
v3.24.3
Description of Business, Summary of Significant Accounting Policies, and Going Concern (Tables)
9 Months Ended
Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Schedule of Disaggregation of Revenue
Disaggregation of Revenue
For the three months ended September 30,For the nine months ended September 30,
2024202320242023
Professional services (over time)$424,831 $2,990,804 $1,326,403 $3,760,242 
License fees (over time)86,250 75,000 258,750 225,000 
Total Revenue$511,081 $3,065,804 $1,585,153 $3,985,242 
v3.24.3
Borrowings (Tables)
9 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
Summary of Notes and Loans Payable
September 30, 2024December 31, 2023
Malta loan receipt 3 – June 3, 2022$511,262 $507,035 
Malta loan receipt 2 – August 10, 2021315,673 313,063 
Malta loan receipt 1 – February 9, 202164,807 64,271 
Interest added to principal70,088 29,191 
Total principal outstanding961,830 913,560 
Plus: accrued interest45,383 40,317 
Total promissory notes payable$1,007,213 $953,877 
Schedule of Short-Term Debt
September 30, 2024December 31, 2023
Agile loan agreement 1 - July 9, 2024$315,000 $— 
Agile loan agreement 2 - August 29,2024530,000 — 
Interest added to loan agreement 1 - July 9, 202454,450 — 
Interest added to loan agreement 2 - August 29, 202433,314 
Total principal and interest outstanding932,764 — 
Less: loan repayments287,228 — 
Total promissory notes payable$645,536 $— 
v3.24.3
Warrants (Tables)
9 Months Ended
Sep. 30, 2024
Warrants and Rights Note Disclosure [Abstract]  
Schedule of Changes in Warrant Liability
The following table presents the change in the liability balance associated with the liability classified warrants, which are classified in Level 3 of the fair value hierarchy from January 1, 2023 to September 30, 2024:
Warrants ($)
Balance as of January 1, 2023$261,569 
Additional warrants issued— 
Change in fair value(5,033)
Balance as of December 31, 2023$256,536 
Additional warrants issued— 
Change in fair value(5,842)
Balance as of September 30, 2024$250,694 
Schedule of Fair Value of Warrants Liabilities
The following assumptions were used to calculate the fair value of the warrant liability during the nine months ended September 30, 2024:
Fair Value of Warrants
$0.11 — $0.64
Exercise price
$0.26 — $0.49
Risk free interest rate
 3.51%— 4.50%
Expected dividend yield— %
Expected volatility
79.19% — 79.59%
Expected term
1 year - 3 years
Schedule of Warrant Issuance Date
Warrant Issuance DateStrike PriceSeptember 30, 2024December 31, 2023
November 9, 2016$3.12 80,12880,128
January 23, 2020$8.00 186,442186,442
January 23, 2020$8.00 524,599524,599
April 18, 2023$1.34 775,330
June 5, 2023$0.32 1,279,700
December 21, 2023$0.32 2,893,0303,600,000
April 3, 2024$0.97 
April 3, 2024$1.06 
September 3, 2024$0.32 1,432,399
September 3, 2024$0.32 2,864,798
September 3, 2024$0.32 9,546,060
September 10, 2024$0.23 3,763,950
Total warrants outstanding21,291,4066,446,199
v3.24.3
Balance Sheet Components (Tables)
9 Months Ended
Sep. 30, 2024
Balance Sheet Components  
Schedule of Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets as of September 30, 2024 and December 31, 2023 consisted of the following:
September 30, 2024December 31, 2023
Prepaid operating expenses$253,973 $216,875 
Rent deposit27,458 28,400 
Value added tax receivable48,177 116,095 
Tax credit receivable (short-term)25,045 102,151 
Miscellaneous receivable859,271 363,260 
Prepaid expenses and other current assets$1,213,924 $826,781 
Schedule of Capitalized Internal-Use Software, Net
Capitalized internal-use software, net as of as of September 30, 2024 and December 31, 2023 consisted of the following:
Useful LivesSeptember 30, 2024December 31, 2023
Internally developed software5 Years$4,363,338 $3,901,801 
Less: Accumulated depreciation(2,830,981)(2,429,427)
Capitalized internal-use software, net$1,532,357 $1,472,374 
Schedule of Property and Equipment, Net
Property and equipment, net as of as of September 30, 2024 and December 31, 2023 consisted of the following:
Useful LivesSeptember 30, 2024December 31, 2023
Computer equipment
3-4 Years
$154,181 $152,014 
Furniture and fixtures10 Years34,675 28,052 
Property and equipment, gross188,856 180,066 
Less: Accumulated depreciation(149,031)(123,630)
Property and equipment, net$39,825 $56,436 
Schedule of Accrued Expenses
Accrued expenses as of September 30, 2024 and December 31, 2023 consisted of the following:
September 30, 2024December 31, 2023
Compensation payable$672,587 $377,403 
Commission liability19,885 26,863 
Accrued employee taxes890,411 624,525 
Other accrued liabilities87,377 115,099 
Accrued expenses$1,670,260 $1,143,890 
v3.24.3
Goodwill and Intangible Assets, Net (Tables)
9 Months Ended
Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Intangible Assets, Net
Intangible assets, net as of September 30, 2024 and December 31, 2023 consisted of the following:
Useful LivesSeptember 30, 2024December 31, 2023
Patent application costs3 Years$555,918 $484,035 
Trade name and trademarks3 Years71,033 70,446 
Intangible assets, gross626,951 554,481 
Less: Accumulated amortization(433,647)(330,791)
Intangible assets, net$193,304 $223,690 
Schedule of Estimated Future Amortization Expense of Intangible Assets, Net
Estimated future amortization expense of Intangible assets, net is as follows:
Years Ending December 31,Amount
2024$31,949 
202599,005 
202652,529 
20279,821 
Total future amortization
$193,304 
v3.24.3
Net Loss per Share Attributable to Common Stockholders (Tables)
9 Months Ended
Sep. 30, 2024
Earnings Per Share [Abstract]  
Schedule of Basic and Diluted Loss Per Share Attributable to Common Stockholders
The following table presents the calculation of basic and diluted net loss per share:
For the three months ended September 30,
For the nine months ended September 30,
2024202320242023
Numerator:
Net loss attributable to common stockholders$(1,255,915)$(35,162)$(6,532,845)$(4,752,980)
Denominator:
Weighted average shares used in computing net loss per share attributable to common stockholders17,717,2478,155,61713,368,1696,658,205
Net loss per share attributable to common stockholders$(0.07)$— $(0.49)$(0.71)
Schedule of Anti-Dilutive Securities Excluded From Computation of Diluted Net Loss Per Share
The following potentially dilutive securities were excluded from the computation of diluted net loss per share calculations for the periods presented because the impact of including them would have been anti-dilutive:
As of September 30,
20242023
Options, RSUs, and grants1,596,479791,410
Warrants26,979,6424,528,193
Total28,576,1215,319,603
v3.24.3
Stock Awards and Stock-Based Compensation (Tables)
9 Months Ended
Sep. 30, 2024
Share-Based Payment Arrangement [Abstract]  
Schedule of Stock Options Activity
The following table summarizes stock option activity for the three and nine months ended September 30, 2024:
Options
Outstanding
Weighted
Average
Exercise Price
Per Share
Weighted
Average
Remaining
Contractual
Life (years)
Aggregate
Intrinsic Value
Balance as of January 1, 2023387,109$6.40 1.45$— 
Options granted11,8902.28 
Options exercised(1,230)3.25 
Options canceled and forfeited(4,186)5.73 
Balance as of December 31, 2023393,583 6.27 1.95— 
Options granted3,825 1.57 
Options exercised— — 
Options canceled and forfeited(1,425)4.21 
Balance as of March 31, 2024395,983 6.24 1.72— 
Options granted4,375 1.37 
Options exercised— — 
Options canceled and forfeited(510)3.92 
Balance as of June 30, 2024399,848 6.19 1.49— 
Options granted6,5500.92 
Options exercised— — 
Options canceled and forfeited(1,530)3.92 
Options vested and exercisable as of September 30, 2024404,868 $6.11 1.27
Options
Outstanding
Weighted
Average
Exercise Price
Per Share
Weighted
Average
Remaining
Contractual
Life (years)
Aggregate
Intrinsic Value
Balance as of January 1, 2024393,583$6.27 1.95$— 
Options granted14,750 1.22
Options exercised— — 
Options canceled and forfeited(3,465)4.02
Balance as of September 30, 2024404,868 6.11 1.27— 
Options vested and exercisable as of September 30, 2024404,868 $6.11 1.27$— 
Schedule of Stock Options Valuation Assumptions
The following assumptions were used to calculate the fair value of options granted during the nine months ended September 30, 2024:
Fair value of Class A Common Stock
$0.06 — 0.72
Exercise price
$0.80 — 1.64
Risk free interest rate
3.51 — 4.71%
Expected dividend yield0.00 %
Expected volatility
77.54 — 79.80%
Expected term3 Years
Schedule of Outstanding RSU Activity
A summary of outstanding RSU activity as of September 30, 2024 is as follows:
RSU Outstanding Number of Shares
Balance as of January 1, 2023292,564
Granted410,516
Vested (issued)(159,776)
Forfeited(97,202)
Balance as of December 31, 2023446,102
Granted1,040,011
Vested (issued)(318,812)
Forfeited(75,878)
Balance as of September 30, 20241,091,423
Schedule of Stock-Based Compensation Expense
Our consolidated statements of operations include stock-based compensation expense as follows:
For the three months ended September 30,For the nine months ended September 30,
2024202320242023
Cost of services$3,144 $11,169 $3,406 $11,825 
Research and development23,878 48,336 38,087 79,956 
Selling, general, and administrative324,571 88,535 915,110 213,569 
Total stock-based compensation expense$351,593 $148,040 $956,603 $305,350 
v3.24.3
Leases and Commitments (Tables)
9 Months Ended
Sep. 30, 2024
Leases and Commitments  
Summary of Lease Term and Discount Rate
Lease term and discount rateSeptember 30, 2024
Weighted average remaining lease term1.88 years
Weighted average discount rate5.0 %
Summary of Balance Sheet Information Related to Leases
Balance sheet information related to leases as of as of September 30, 2024 and December 31, 2023 was as follows:
September 30, 2024
December 31, 2023
Operating lease right-of-use assets
Operating lease right-of-use assets$198,634 $164,740 
Operating lease liabilities
Short-term operating lease liabilities $95,367 $81,236 
Long-term operating lease liabilities70,555 53,771 
Total operating lease liabilities$165,922 $135,007 
Summary of Future Maturities of ASC 842 Lease Liabilities
Future maturities of ASC 842 lease liabilities as of September 30, 2024 are as follows:
Years Ending December 31,Principal PaymentsImputed
Interest Payments
Total Payments
2024$36,976 $1,921 $38,897 
202588,889 3,696 92,585 
202622,735 1,170 23,905 
20278,831 626 9,457 
20288,491 178 8,669 
Total future maturities$165,922 $7,591 $173,513 
Summary of Total Lease Expense, Under ASC 842, was Included in Selling, General, and Administrative Expenses in Consolidated Statement of Operations
Total lease expense, under ASC 842, was included in Selling, general, and administrative expenses in our unaudited condensed consolidated statement of operations for the three and nine months ended September 30, 2024 and 2023 as follows:
For the three months ended September 30,For the nine months ended September 30,
2024202320242023
Operating lease expense – fixed payments$39,368 $40,060 $117,221 $169,496 
Short term lease expense10,710 10,846 34,929 48,399 
Total lease expense$50,078 $50,906 $152,150 $217,895 
Summary of Supplemental Cash Flows Information Related to Leases
Supplemental cash flows information related to leases was as follow:
For the nine months ended September 30,
20242023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$(111,277)$(145,483)
v3.24.3
Description of Business, Summary of Significant Accounting Policies, and Going Concern - Narrative (Details)
3 Months Ended 9 Months Ended 12 Months Ended
Mar. 23, 2023
Apr. 25, 2019
shares
Sep. 30, 2024
USD ($)
shares
Sep. 30, 2023
USD ($)
Sep. 30, 2024
USD ($)
shares
Sep. 30, 2023
USD ($)
Dec. 31, 2023
USD ($)
shares
Feb. 15, 2023
shares
Dec. 31, 2022
USD ($)
Disaggregation of Revenue                  
Stock split 0.2                
Common stock, shares authorized (in shares) | shares     50,000,000   50,000,000   50,000,000    
Net income (loss) attributable to T Stamp Inc.     $ 683,524 $ (35,162) $ (4,593,406) $ (4,752,980)      
Operating cash outflows         6,183,158 5,884,123      
Working capital     (1,450,000)   (1,450,000)        
Accumulated deficit     $ 55,446,691   $ 55,446,691   $ 50,853,285    
Treasury stock, at cost, shares held (in shares) | shares     0   0   54,734    
Common stock, shares issued (in shares) | shares     18,819,750   18,819,750   9,198,089    
Cash and cash equivalents     $ 598,031 $ 3,182,503 $ 598,031 $ 3,182,503 $ 3,140,747   $ 1,254,494
Impairment on finite-lived assets         $ 24,000   12,000    
Impairment, intangible asset, finite-lived, statement of income or comprehensive income         Research and development        
Impaired capitalized internal-use software             $ 19,000    
Customer One | Accounts receivable | Customer Concentration Risk                  
Disaggregation of Revenue                  
Concentration risk (as a percent)         65.12%   53.55%    
Customer Two | Accounts receivable | Customer Concentration Risk                  
Disaggregation of Revenue                  
Concentration risk (as a percent)         17.12%   30.43%    
Customer Three | Accounts receivable | Customer Concentration Risk                  
Disaggregation of Revenue                  
Concentration risk (as a percent)         4.63%   7.13%    
Top Three Customers | Accounts receivable | Customer Concentration Risk                  
Disaggregation of Revenue                  
Concentration risk (as a percent)         86.87%   91.11%    
Top Three Customers | Sales revenue net | Customer Concentration Risk                  
Disaggregation of Revenue                  
Concentration risk (as a percent)     93.24% 95.85% 94.68% 90.53%      
S And P 500 Bank | Sales revenue net | Customer Concentration Risk                  
Disaggregation of Revenue                  
Concentration risk (as a percent)     66.34% 6.07% 63.66% 14.95%      
Mastercard | Sales revenue net | Customer Concentration Risk                  
Disaggregation of Revenue                  
Concentration risk (as a percent)     17.60% 7.91% 21.07% 12.60%      
Triton | Sales revenue net | Customer Concentration Risk                  
Disaggregation of Revenue                  
Concentration risk (as a percent)     9.30%   9.95%        
IGS | Sales revenue net | Customer Concentration Risk                  
Disaggregation of Revenue                  
Concentration risk (as a percent)       81.87%   62.98%      
Bank Time Deposits                  
Disaggregation of Revenue                  
Cash and cash equivalents     $ 30,342   $ 30,342   $ 2,620,765    
Common Class A                  
Disaggregation of Revenue                  
Treasury stock, at cost, shares held (in shares) | shares   320,513              
Common stock, shares issued (in shares) | shares               206,033  
Common stock, shares held (in shares) | shares     0   0        
Common Class A | Various employees                  
Disaggregation of Revenue                  
Number of shares transferred (in shares) | shares   264,000              
v3.24.3
Description of Business, Summary of Significant Accounting Policies, and Going Concern - Schedule of Disaggregation of Revenue (Details) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Disaggregation of Revenue        
Total Revenue $ 511,081 $ 3,065,804 $ 1,585,153 $ 3,985,242
Professional services (over time)        
Disaggregation of Revenue        
Total Revenue 424,831 2,990,804 1,326,403 3,760,242
License fees (over time)        
Disaggregation of Revenue        
Total Revenue $ 86,250 $ 75,000 $ 258,750 $ 225,000
v3.24.3
Borrowings - Summary of Notes and Loans Payable (Details) - Non-Convertible Promissory Notes Payable - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Borrowings    
Total principal outstanding $ 961,830 $ 913,560
Interest added to principal 70,088 29,191
Plus: accrued interest 45,383 40,317
Total promissory notes payable 1,007,213 953,877
Malta loan receipt 3 – June 3, 2022    
Borrowings    
Total principal outstanding 511,262 507,035
Malta loan receipt 2 – August 10, 2021    
Borrowings    
Total principal outstanding 315,673 313,063
Malta loan receipt 1 – February 9, 2021    
Borrowings    
Total principal outstanding $ 64,807 $ 64,271
v3.24.3
Borrowings - Narrative (Details)
€ in Thousands, $ in Thousands
1 Months Ended 9 Months Ended
Sep. 06, 2024
USD ($)
Jul. 18, 2024
USD ($)
Jul. 08, 2020
EUR (€)
May 31, 2020
Sep. 30, 2024
USD ($)
Sep. 30, 2023
Aug. 29, 2024
USD ($)
Jul. 09, 2024
USD ($)
Jul. 08, 2020
USD ($)
Borrowings                  
Minimum base rate for interest       1.00%          
Fixed interest rate percentage       1.00%          
Promissory Note Payable January 23, 2025                  
Borrowings                  
Face amount   $ 454              
Principal amount   315              
Interest amount   139              
Weekly payments   16              
Administrative agent fee   $ 15              
Promissory Note Payable March 14, 2025                  
Borrowings                  
Face amount $ 763                
Principal amount 530                
Interest amount 233                
Weekly payments 27                
Administrative agent fee $ 27                
Agile Lending, LLC | Secured Debt                  
Borrowings                  
Face amount             $ 530 $ 315  
Loans from Maltese government | Trust Stamp Malta Limited                  
Borrowings                  
Face amount     € 800           $ 858
Percentage of payroll cost covered by advance     75.00%            
Term of payroll costs covered by advance     24 months            
Employment term for receiving advances     36 months            
Proceeds from loan from Maltese government         $ 892        
Spread on variable rate       2.00%          
Loan interest rate         6.50% 4.50%      
Loans from Maltese government | Trust Stamp Malta Limited | Minimum                  
Borrowings                  
Percentage of pre-tax profits per annum to be repaid       10.00%          
Loans from Maltese government | Trust Stamp Malta Limited | Maximum                  
Borrowings                  
Percentage of pre-tax profits per annum to be repaid       15.00%          
v3.24.3
Borrowings - Schedule of Short-Term Debt (Details) - Secured Debt - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Short-Term Debt [Line Items]    
Total principal and interest outstanding $ 932,764 $ 0
Less: loan repayments 287,228 0
Total promissory notes payable 645,536 0
Agile loan agreement 1 - July 9, 2024    
Short-Term Debt [Line Items]    
Short-term debt 315,000 0
Interest added 54,450 0
Agile loan agreement 2 - August 29,2024    
Short-Term Debt [Line Items]    
Short-term debt 530,000 0
Interest added $ 33,314
v3.24.3
Warrants - Schedule of Changes in Warrant Liability (Details) - USD ($)
9 Months Ended 12 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Change In Financial Instruments [Roll Forward]    
Balance, beginning of period $ 256,536  
Balance, end of period 250,694 $ 256,536
Fair Value, Inputs, Level 3    
Change In Financial Instruments [Roll Forward]    
Balance, beginning of period 256,536 261,569
Additional warrants issued 0 0
Change in fair value (5,842) (5,033)
Balance, end of period $ 250,694 $ 256,536
v3.24.3
Warrants - Narrative (Details) - USD ($)
1 Months Ended 3 Months Ended 9 Months Ended
Nov. 06, 2024
Oct. 28, 2024
Sep. 04, 2024
Sep. 03, 2024
Aug. 20, 2024
Jul. 26, 2024
Jul. 13, 2024
May 24, 2024
Apr. 03, 2024
Dec. 21, 2023
Jun. 23, 2023
Jun. 12, 2023
Jun. 05, 2023
Jun. 01, 2023
Apr. 18, 2023
Apr. 14, 2023
Dec. 21, 2021
Dec. 16, 2016
Dec. 31, 2023
Jan. 31, 2020
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Sep. 10, 2024
Feb. 27, 2024
Feb. 07, 2024
Feb. 15, 2023
Jun. 30, 2020
Nov. 09, 2016
Warrants                                                            
Maximum number of warrants issued to purchase common stock in future                                         $ 1,000,000.00   $ 1,000,000.00              
Percentage of discount of future issuance of preferred stock                                             20.00%              
Fair value of warrants                                   $ 50,000     $ 250,000   $ 250,000              
Number of warrants exercised for issuance of shares (in shares)                                     6,446,199   21,291,406   21,291,406           6,418  
Warrant liabilities                                     $ 256,536   $ 250,694   $ 250,694              
Change in fair value of warrant liability                                             $ (6,000)              
Common stock, par value (in dollars per share)                                     $ 0.01   $ 0.01   $ 0.01              
Shares issued upon exercise of warrants (in shares)                   1,573,330       1,279,700                                
Proceeds from common stock, prefunded warrants, and common stock warrants, net of fees                                             $ 3,985,795 $ 7,464,312            
Common stock, shares issued (in shares)                                     9,198,089   18,819,750   18,819,750              
Deemed dividend                                         $ 1,939,439 $ 0 $ 1,939,439 $ 0            
April 18, 2023                                                            
Warrants                                                            
Number of warrants exercised for issuance of shares (in shares)                                     775,330   0   0              
Exercise price of warrants (in dollars per share)                                         $ 1.34   $ 1.34              
Warrants, held in abeyance (in shares)                                     775,330                      
Pre Funded Warrants                                                            
Warrants                                                            
Proceeds from issuance of Common Stock warrants         $ 0 $ 0   $ 0                                            
Exercise price of warrants (in dollars per share)         $ 0.00 $ 0.00   $ 0.00     $ 0.001 $ 0.001                                    
Shares issued upon exercise of warrants (in shares)                     221,000 322,300                                    
Proceeds from common stock, prefunded warrants, and common stock warrants, net of fees                     $ 221 $ 322                                    
Warrants exercised (in shares)         158,819 799,091   542,100     221,000 322,300                                    
December 21, 2023                                                            
Warrants                                                            
Number of warrants exercised for issuance of shares (in shares)                                     3,600,000   2,893,030   2,893,030              
Exercise price of warrants (in dollars per share)                                         $ 0.32   $ 0.32              
Warrants exercised (in shares)                   106,670                                        
June 5, 2023                                                            
Warrants                                                            
Number of warrants exercised for issuance of shares (in shares)                                     1,279,700   0   0              
Exercise price of warrants (in dollars per share)                                         $ 0.32   $ 0.32              
Institutional Investor                                                            
Warrants                                                            
Warrants exercised (in shares)                                     106,670                      
September 4, 2024                                                            
Warrants                                                            
Shares issued upon exercise of warrants (in shares)                     706,970                                      
September 3, 2024                                                            
Warrants                                                            
Number of warrants exercised for issuance of shares (in shares)                                     0   1,432,399   1,432,399              
Exercise price of warrants (in dollars per share)                                         $ 0.32   $ 0.32              
Second Warrant Issuance September 3, 2024                                                            
Warrants                                                            
Number of warrants exercised for issuance of shares (in shares)                                     0   2,864,798   2,864,798              
Exercise price of warrants (in dollars per share)                                         $ 0.32   $ 0.32              
Fourth Warrant Issuance September 3, 2024                                                            
Warrants                                                            
Number of warrants exercised for issuance of shares (in shares)                                     0   9,546,060   9,546,060              
Exercise price of warrants (in dollars per share)                                         $ 0.32   $ 0.32              
September 10, 2024                                                            
Warrants                                                            
Number of warrants exercised for issuance of shares (in shares)                                     0   3,763,950   3,763,950              
Exercise price of warrants (in dollars per share)                                         $ 0.23   $ 0.23   $ 0.2273          
Warrants to purchase shares of common stock agreed to issue and sell (in shares)                                                 3,763,950          
Private Placement | Promissory Note Payable July 31, 2024                                                            
Warrants                                                            
Sale of stock, consideration received on transaction             $ 500,000                                              
Private Placement | Promissory Note Payable August 31, 2024                                                            
Warrants                                                            
Sale of stock, consideration received on transaction             500,000                                              
Private Placement | Promissory Note Payable July 31, 2024                                                            
Warrants                                                            
Sale of stock, consideration received on transaction             $ 1,000,000                                              
Notice to Exercise | April 18, 2023                                                            
Warrants                                                            
Number of warrants exercised for issuance of shares (in shares)                                     798,000                      
Securities purchase agreement                                                            
Warrants                                                            
Number of warrants exercised for issuance of shares (in shares)                         543,300   1,009,950                              
Number of shares agreed to issue and sell (in shares)                         736,400   563,380                              
Common stock, par value (in dollars per share)                         $ 2.30   $ 3.30                              
Shares issued upon exercise of warrants (in shares)                         736,400   1,573,330                              
Proceeds from common stock, prefunded warrants, and common stock warrants, net of fees                         $ 1,693,720   $ 1,859,154                              
Proceeds from warrant exercises                         1,249,047   3,332,835                              
Proceeds from offering after deducting placement fee and legal expense                         2,686,773   4,778,550                              
Placement fee                         205,994   363,439                              
Legal expense                         $ 50,000   $ 50,000                              
Securities purchase agreement | Registered direct offering                                                            
Warrants                                                            
Exercise price of warrants (in dollars per share)                           $ 0.001   $ 0.001                            
Number of shares agreed to issue and sell (in shares)                           736,400   563,380                            
Common stock, par value (in dollars per share)                   $ 0.01       $ 0.01   $ 0.01                            
Share issue price (in dollars per share)                   2.30       $ 2.30   $ 3.30                            
Warrants to purchase shares of common stock agreed to issue and sell (in shares)                           543,300   1,009,950                            
Price per warrant (in dollars per share)                   3.30     $ 2.299 $ 2.299   $ 3.299                            
Securities purchase agreement | Registered direct offering | September 3, 2024                                                            
Warrants                                                            
Sale of stock, number of shares issued in transaction (in shares)       1,432,399                                                    
Securities purchase agreement | Registered direct offering | September 3, 2024 | Subsequent Event                                                            
Warrants                                                            
Proceeds from issuance of Common Stock warrants $ 1,432                                                          
Exercise price of warrants (in dollars per share) $ 0.0010                                                          
Sale of stock, number of shares issued in transaction (in shares) 1,432,399                                                          
Securities purchase agreement | Private Placement                                                            
Warrants                                                            
Exercise price of warrants (in dollars per share)                   $ 2.30       $ 2.30   $ 3.30                            
Shares issued upon exercise of warrants (in shares)                               1,573,330                            
Proceeds from common stock, prefunded warrants, and common stock warrants, net of fees                 $ 1,690,480                                          
Sale of stock, number of shares issued in transaction (in shares)                 499,990                                          
Sale of stock, consideration received on transaction                 $ 1,936,000                                          
Payments of stock issuance costs                 $ 245,520                                          
Payments for termination of securities       $ 1,650,000                                                    
Securities purchase agreement | Private Placement | April 18, 2023                                                            
Warrants                                                            
Proceeds from issuance of Common Stock warrants                   $ 2,108,262                                        
Common stock, par value (in dollars per share)                   $ 1.34                                        
Shares issued upon exercise of warrants (in shares)                   1,573,330                                        
Securities purchase agreement | Private Placement | December 21, 2023                                                            
Warrants                                                            
Shares issued upon exercise of warrants (in shares)                   1,279,700                                        
Securities purchase agreement | Private Placement | June 5, 2023                                                            
Warrants                                                            
Proceeds from issuance of Common Stock warrants                   $ 142,938                                        
Common stock, par value (in dollars per share)                   $ 1.34                                        
Securities purchase agreement | Private Placement | Warrant A                                                            
Warrants                                                            
Number of warrants exercised for issuance of shares (in shares)                 1,500,010                                          
Sale of stock, price per share (in dollars per share)                 $ 0.968                                          
Securities purchase agreement | Private Placement | Warrant B                                                            
Warrants                                                            
Number of warrants exercised for issuance of shares (in shares)                 2,000,000                                          
Sale of stock, price per share (in dollars per share)                 $ 0.968                                          
Securities purchase agreement | Private Placement | Warrant C                                                            
Warrants                                                            
Number of warrants exercised for issuance of shares (in shares)                 1,600,000                                          
Sale of stock, price per share (in dollars per share)                 $ 1.06                                          
Securities purchase agreement | Private Placement | Second Warrant Issuance September 3, 2024                                                            
Warrants                                                            
Exercise price of warrants (in dollars per share)       $ 0.3223                                                    
Warrants to purchase shares of common stock agreed to issue and sell (in shares)       2,864,798                                                    
Warrant Inducement Agreement | December 21, 2023                                                            
Warrants                                                            
Shares expected to be exercised (in shares)       3,600,000                                                    
Warrant Inducement Agreement | June 5, 2023                                                            
Warrants                                                            
Shares issued upon exercise of warrants (in shares)     1,173,030                                                      
Shares expected to be exercised (in shares)       1,173,030                                                    
Warrant Inducement Agreement | Fourth Warrant Issuance September 3, 2024                                                            
Warrants                                                            
Number of warrants exercised for issuance of shares (in shares)                                         9,546,000   9,546,000              
Exercise price of warrants (in dollars per share)       $ 0.3223                                                    
Warrants to purchase shares of common stock agreed to issue and sell (in shares)       9,546,060                                                    
Deemed dividend                                             $ 1,940,000              
Warrant expiration period       5 years                                                    
Second Century Ventures, LLC | January 2020 Warrant Purchase Agreement                                                            
Warrants                                                            
Proceeds from issuance of Common Stock warrants                                 $ 3,260,000                          
Armistice Capital Master Fund Ltd. | April 18, 2023                                                            
Warrants                                                            
Exercise price of warrants (in dollars per share)                   1.34                                        
Armistice Capital Master Fund Ltd. | December 21, 2023                                                            
Warrants                                                            
Exercise price of warrants (in dollars per share)       $ 0.3223           $ 1.34                                        
Warrants exercised (in shares)                   1,800,000                                        
Armistice Capital Master Fund Ltd. | June 5, 2023                                                            
Warrants                                                            
Exercise price of warrants (in dollars per share)       0.3223           $ 1.34                                        
Trusted Mail                                                            
Warrants                                                            
Cancellation of shares                                       $ 100,000                    
Exchange of SAFEs for warrants                                       $ 125,000                    
Trusted Mail | Second Century Ventures, LLC | January 2020 Warrant Purchase Agreement                                                            
Warrants                                                            
Proceeds from issuance of Common Stock warrants                                 $ 3,260,000                          
Common Class A                                                            
Warrants                                                            
Proceeds from issuance of Common Stock warrants                                   $ 50,000                        
Number of warrants exercised for issuance of shares (in shares)                                       932,111                   80,128
Exercise price of warrants (in dollars per share)                                       $ 8.00                   $ 3.12
Fair value of consideration received from warrants                                       $ 300,000                    
Credited value over three years                                       $ 100,000                    
Common stock, shares issued (in shares)                                                       206,033    
Common Class A | April 18, 2023                                                            
Warrants                                                            
Common stock, shares issued (in shares)                                                   455,330 320,000      
Common Class A | Securities purchase agreement | Subsequent Event                                                            
Warrants                                                            
Common stock, par value (in dollars per share)   $ 0.01                                                        
Sale of stock, number of shares issued in transaction (in shares)   1,363,636.36                                                        
Sale of stock, price per share (in dollars per share)   $ 0.22                                                        
Common Class A | Securities purchase agreement | Registered direct offering                                                            
Warrants                                                            
Common stock, par value (in dollars per share)       0.01                                                    
Sale of stock, price per share (in dollars per share)       $ 0.3213                                                    
Sale of stock, consideration received on transaction       $ 460,230                                                    
Common Class A | Securities purchase agreement | Private Placement                                                            
Warrants                                                            
Common stock, par value (in dollars per share)             $ 0.01                                              
Sale of stock, number of shares issued in transaction (in shares)             4,597,701                                              
Warrant expiration period       5 years                                                    
Common Class A | Securities purchase agreement | Private Placement | December 21, 2023                                                            
Warrants                                                            
Shares issued upon exercise of warrants (in shares)                   3,600,000                                        
Percentage of shares issued                   200.00%                                        
Common Class A | Second Century Ventures, LLC                                                            
Warrants                                                            
Number of warrants exercised for issuance of shares (in shares)                                         524,599   524,599              
Common Class A | Second Century Ventures, LLC | January 2020 Warrant Purchase Agreement                                                            
Warrants                                                            
Number of warrants exercised for issuance of shares (in shares)                                 407,512                          
Exercise price of warrants (in dollars per share)                                 $ 8.00                          
Common Class A | Armistice Capital Master Fund Ltd. | April 18, 2023                                                            
Warrants                                                            
Maximum number of warrants issued to purchase common stock in future                   $ 2,108,262                                        
Common Class A | Armistice Capital Master Fund Ltd. | December 21, 2023                                                            
Warrants                                                            
Maximum number of warrants issued to purchase common stock in future       $ 1,160,280                                                    
Number of warrants exercised for issuance of shares (in shares)                   120,000                                        
Common Class A | Armistice Capital Master Fund Ltd. | June 5, 2023                                                            
Warrants                                                            
Maximum number of warrants issued to purchase common stock in future                   $ 1,714,798                                        
Common Class A | Armistice Capital Master Fund Ltd. | Notice to Exercise | December 21, 2023                                                            
Warrants                                                            
Number of warrants exercised for issuance of shares (in shares)                   918,000                                        
Common Class A | Institutional Investor                                                            
Warrants                                                            
Number of warrants exercised for issuance of shares (in shares)                                         2,893,030   2,893,030              
Common Class A | Trusted Mail                                                            
Warrants                                                            
Number of warrants exercised for issuance of shares (in shares)                                       186,442                    
Fair Value of Warrant Liability                                                            
Warrants                                                            
Warrant liabilities                                     $ 7,000   $ 1,000   $ 1,000              
Existing Warrants | Armistice Capital Master Fund Ltd. | December 21, 2023                                                            
Warrants                                                            
Warrants exercised (in shares)                   882,000                                        
v3.24.3
Warrants - Schedule of Fair Value of Warrants Liabilities (Details)
Sep. 30, 2024
$ / shares
Fair Value of Warrants | Minimum  
Warrants  
Warrants measurement input 0.11
Fair Value of Warrants | Maximum  
Warrants  
Warrants measurement input 0.64
Exercise price | Minimum  
Warrants  
Warrants measurement input 0.26
Exercise price | Maximum  
Warrants  
Warrants measurement input 0.49
Risk free interest rate | Minimum  
Warrants  
Warrants measurement input 0.0351
Risk free interest rate | Maximum  
Warrants  
Warrants measurement input 0.0450
Expected dividend yield  
Warrants  
Warrants measurement input 0
Expected volatility | Minimum  
Warrants  
Warrants measurement input 0.7919
Expected volatility | Maximum  
Warrants  
Warrants measurement input 0.7959
Expected term | Minimum  
Warrants  
Warrants measurement input 1
Expected term | Maximum  
Warrants  
Warrants measurement input 3
v3.24.3
Warrants - Schedule of Warrant Issuance Date (Details) - $ / shares
Sep. 30, 2024
Sep. 10, 2024
Dec. 31, 2023
Jun. 30, 2020
Warrants        
Number of warrants exercised for issuance of shares (in shares) 21,291,406   6,446,199 6,418
November 9, 2016        
Warrants        
Exercise price of warrants (in dollars per share) $ 3.12      
Number of warrants exercised for issuance of shares (in shares) 80,128   80,128  
January 23, 2020        
Warrants        
Exercise price of warrants (in dollars per share) $ 8.00      
Number of warrants exercised for issuance of shares (in shares) 186,442   186,442  
Second Warrant Issuance January 23 2020        
Warrants        
Exercise price of warrants (in dollars per share) $ 8.00      
Number of warrants exercised for issuance of shares (in shares) 524,599   524,599  
April 18, 2023        
Warrants        
Exercise price of warrants (in dollars per share) $ 1.34      
Number of warrants exercised for issuance of shares (in shares) 0   775,330  
June 5, 2023        
Warrants        
Exercise price of warrants (in dollars per share) $ 0.32      
Number of warrants exercised for issuance of shares (in shares) 0   1,279,700  
December 21, 2023        
Warrants        
Exercise price of warrants (in dollars per share) $ 0.32      
Number of warrants exercised for issuance of shares (in shares) 2,893,030   3,600,000  
Second Warrant Issuance April 3, 2024        
Warrants        
Exercise price of warrants (in dollars per share) $ 0.97      
Number of warrants exercised for issuance of shares (in shares) 0   0  
Third Warrant Issuance April 3, 2024        
Warrants        
Exercise price of warrants (in dollars per share) $ 1.06      
Number of warrants exercised for issuance of shares (in shares) 0   0  
September 3, 2024        
Warrants        
Exercise price of warrants (in dollars per share) $ 0.32      
Number of warrants exercised for issuance of shares (in shares) 1,432,399   0  
Second Warrant Issuance September 3, 2024        
Warrants        
Exercise price of warrants (in dollars per share) $ 0.32      
Number of warrants exercised for issuance of shares (in shares) 2,864,798   0  
Fourth Warrant Issuance September 3, 2024        
Warrants        
Exercise price of warrants (in dollars per share) $ 0.32      
Number of warrants exercised for issuance of shares (in shares) 9,546,060   0  
September 10, 2024        
Warrants        
Exercise price of warrants (in dollars per share) $ 0.23 $ 0.2273    
Number of warrants exercised for issuance of shares (in shares) 3,763,950   0  
v3.24.3
Investment (Details) - USD ($)
Aug. 06, 2024
Sep. 30, 2024
Dec. 31, 2023
Jun. 30, 2020
Dec. 16, 2016
Net Investment Income [Line Items]          
Fair value of warrants   $ 250,000     $ 50,000
Number of warrants exercised for issuance of shares (in shares)   21,291,406 6,446,199 6,418  
Subscription payment $ 100,000        
Boumerang Inc          
Net Investment Income [Line Items]          
Sale of stock, number of shares issued in transaction (in shares) 100,000        
Sale of stock, price per share (in dollars per share) $ 1.00        
Prepaid Warrant | Boumerang Inc          
Net Investment Income [Line Items]          
Fair value of warrants $ 5,000,000        
Number of warrants exercised for issuance of shares (in shares) 5,000,000        
Exercise price of warrants (in dollars per share) $ 1.00        
v3.24.3
Balance Sheet Components - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Balance Sheet Components    
Prepaid operating expenses $ 253,973 $ 216,875
Rent deposit 27,458 28,400
Value added tax receivable 48,177 116,095
Tax credit receivable (short-term) 25,045 102,151
Miscellaneous receivable 859,271 363,260
Prepaid expenses and other current assets $ 1,213,924 $ 826,781
v3.24.3
Balance Sheet Components - Schedule of Capitalized Internal-Use Software, Net (Details) - USD ($)
9 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Balance Sheet Components    
Useful Lives 5 years  
Internally developed software $ 4,363,338 $ 3,901,801
Less: Accumulated depreciation (2,830,981) (2,429,427)
Capitalized internal-use software, net $ 1,532,357 $ 1,472,374
v3.24.3
Balance Sheet Components - Narrative (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Balance Sheet Components          
Amortization of capitalized Internal-use Software $ 141 $ 140 $ 419 $ 419  
Impairment on finite-lived assets     $ 24   $ 12
Impairment, intangible asset, finite-lived, statement of income or comprehensive income     Research and development    
Depreciation $ 8 $ 10 $ 27 $ 62  
v3.24.3
Balance Sheet Components - Schedule of Property and Equipment, Net (Details) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Property and Equipment, Net    
Property and equipment, gross $ 188,856 $ 180,066
Less: Accumulated depreciation (149,031) (123,630)
Property and equipment, net 39,825 56,436
Computer equipment    
Property and Equipment, Net    
Property and equipment, gross $ 154,181 152,014
Computer equipment | Minimum    
Property and Equipment, Net    
Useful Lives 3 years  
Computer equipment | Maximum    
Property and Equipment, Net    
Useful Lives 4 years  
Furniture and fixtures    
Property and Equipment, Net    
Useful Lives 10 years  
Property and equipment, gross $ 34,675 $ 28,052
v3.24.3
Balance Sheet Components - Schedule of Accrued Expenses (Details) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Balance Sheet Components    
Compensation payable $ 672,587 $ 377,403
Commission liability 19,885 26,863
Accrued employee taxes 890,411 624,525
Other accrued liabilities 87,377 115,099
Accrued expenses $ 1,670,260 $ 1,143,890
v3.24.3
Goodwill and Intangible Assets, Net - Schedule of Intangible Assets, Net (Details) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Intangible assets    
Intangible assets, gross $ 626,951 $ 554,481
Less: Accumulated amortization (433,647) (330,791)
Intangible assets, net $ 193,304 223,690
Patent application costs    
Intangible assets    
Useful Lives 3 years  
Intangible assets, gross $ 555,918 484,035
Trade name and trademarks    
Intangible assets    
Useful Lives 3 years  
Intangible assets, gross $ 71,033 $ 70,446
v3.24.3
Goodwill and Intangible Assets, Net - Narrative (Details)
$ in Thousands
3 Months Ended 9 Months Ended
Mar. 19, 2024
trademark
Jan. 30, 2024
trademark
Jan. 02, 2024
trademark
Sep. 30, 2024
USD ($)
Sep. 30, 2023
USD ($)
Sep. 30, 2024
USD ($)
patent
Sep. 30, 2023
USD ($)
Intangible assets              
Number of intangible assets added | patent           23  
Amortization expense | $       $ 32 $ 40 $ 102 $ 115
Patent application costs              
Intangible assets              
Number of intangible assets added 1 1 1     6  
v3.24.3
Goodwill and Intangible Assets, Net - Schedule of Estimated Future Amortization Expense of Intangible Assets, Net (Details) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Estimated future amortization expense of intangible assets    
2024 $ 31,949  
2025 99,005  
2026 52,529  
2027 9,821  
Intangible assets, net $ 193,304 $ 223,690
v3.24.3
Net Loss per Share Attributable to Common Stockholders - Schedule of Basic and Diluted Loss Per Share Attributable to Common Stockholders (Details) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Numerator:        
Net loss attributable to common stockholders $ (1,255,915) $ (35,162) $ (6,532,845) $ (4,752,980)
Denominator:        
Weighted average shares used in computing net loss per share attributable to common stockholders, basic (in shares) 17,717,247 8,155,617 13,368,169 6,658,205
Weighted average shares used in computing net loss per share attributable to common stockholders, diluted (in shares) 17,717,247 8,155,617 13,368,169 6,658,205
Net loss per share attributable to common stockholders, basic (in dollars per share) $ (0.07) $ 0 $ (0.49) $ (0.71)
Net loss per share attributable to common stockholders, diluted (in dollars per share) $ (0.07) $ 0 $ (0.49) $ (0.71)
v3.24.3
Net Loss per Share Attributable to Common Stockholders - Schedule of Dilutive Securities Excluded From Computation of Diluted Net Loss Per Share (Details) - USD ($)
9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Net Loss per Share Attributable to Common Stockholders    
Total $ 28,576,121 $ 5,319,603
Options, RSUs, and grants    
Net Loss per Share Attributable to Common Stockholders    
Total 1,596,479 791,410
Warrants    
Net Loss per Share Attributable to Common Stockholders    
Total $ 26,979,642 $ 4,528,193
v3.24.3
Stock Awards and Stock-Based Compensation - Narrative (Details) - USD ($)
$ / shares in Units, $ in Thousands
9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Jun. 30, 2024
Mar. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]            
Aggregate intrinsic value of options exercised $ 0 $ 0        
Weighted average grant-date fair value of options granted per share $ 0.29 $ 1.25        
Weighted average grant-date fair value of options granted amount $ 4 $ 10        
Stock options outstanding (in shares) 404,868   399,848 395,983 393,583 387,109
Treasury Stock            
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]            
Treasury stock issued (in shares) 54,734 41,940        
Share-Based Payment Arrangement, Option            
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]            
Stock options outstanding (in shares) 404,868          
Restricted stock units, outstanding (in shares) 100,188          
Stock not yet issued (in shares) 82,111          
Stock granted not yet vested (in shares) 18,077          
Unrecognized stock-based compensation related to common stock grants $ 6          
Restricted Stock Units (RSUs)            
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]            
Restricted stock units, outstanding (in shares) 1,091,423          
Stock not yet issued (in shares) 51,412          
Stock granted but not yet vested (in shares) 1,040,011          
Unrecognized stock compensation related to the RSUs $ 343          
v3.24.3
Stock Awards and Stock-Based Compensation - Schedule of Stock Options Activity (Details) - USD ($)
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2024
Sep. 30, 2024
Dec. 31, 2023
Dec. 31, 2022
Options Outstanding            
Beginning balance (in shares) 399,848 395,983 393,583 393,583 387,109  
Options granted (in shares) 6,550 4,375 3,825 14,750 11,890  
Options exercised (in shares) 0 0 0 0 (1,230)  
Options canceled and forfeited (in shares) (1,530) (510) (1,425) (3,465) (4,186)  
Ending balance (in shares) 404,868 399,848 395,983 404,868 393,583 387,109
Options vested and exercisable (in shares) 404,868     404,868    
Weighted Average Exercise Price Per Share            
Beginning balance (in dollars per share) $ 6.19 $ 6.24 $ 6.27 $ 6.27 $ 6.40  
Options granted (in dollars per share) 0.92 1.37 1.57 1.22 2.28  
Options exercised (in dollars per share) 0 0 0 0 3.25  
Options canceled and forfeited (in dollars per share) 3.92 3.92 4.21 4.02 5.73  
Ending balance (in dollars per share) 6.11 $ 6.19 $ 6.24 6.11 $ 6.27 $ 6.40
Options vested and exercisable (in dollars per share) $ 6.11     $ 6.11    
Weighted Average Remaining Contractual Life (years)            
Outstanding 1 year 3 months 7 days 1 year 5 months 26 days 1 year 8 months 19 days 1 year 3 months 7 days 1 year 11 months 12 days 1 year 5 months 12 days
Options vested and exercisable       1 year 3 months 7 days    
Aggregate Intrinsic Value            
Outstanding $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Options vested and exercisable $ 0     $ 0    
v3.24.3
Stock Awards and Stock-Based Compensation - Schedule of Stock Options Valuation Assumptions (Details) - Share-Based Payment Arrangement, Option
9 Months Ended
Sep. 30, 2024
$ / shares
Stock Awards and Stock-Based Compensation  
Expected dividend yield 0.00%
Expected term 3 years
Minimum  
Stock Awards and Stock-Based Compensation  
Fair value of Class A Shares of Common Stock (in dollars per share) $ 0.06
Exercise Price (in dollars per share) $ 0.80
Risk free interest rate 3.51%
Expected volatility 77.54%
Maximum  
Stock Awards and Stock-Based Compensation  
Fair value of Class A Shares of Common Stock (in dollars per share) $ 0.72
Exercise Price (in dollars per share) $ 1.64
Risk free interest rate 4.71%
Expected volatility 79.80%
v3.24.3
Stock Awards and Stock-Based Compensation - Schedule of Outstanding RSU Activity (Details) - Restricted Stock Units (RSUs) - shares
9 Months Ended 12 Months Ended
Sep. 30, 2024
Dec. 31, 2023
RSU Outstanding Number of Shares    
Balance at the beginning (in shares) 446,102 292,564
Granted (in shares) 1,040,011 410,516
Vested (issued) (in shares) (318,812) (159,776)
Forfeited (in shares) (75,878) (97,202)
Balance at the end (in shares) 1,091,423 446,102
v3.24.3
Stock Awards and Stock-Based Compensation - Schedule of Stock-Based Compensation Expense (Details) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Stock Awards and Stock-Based Compensation        
Total stock-based compensation expense $ 351,593 $ 148,040 $ 956,603 $ 305,350
Cost of services        
Stock Awards and Stock-Based Compensation        
Total stock-based compensation expense 3,144 11,169 3,406 11,825
Research and development        
Stock Awards and Stock-Based Compensation        
Total stock-based compensation expense 23,878 48,336 38,087 79,956
Selling, general, and administrative        
Stock Awards and Stock-Based Compensation        
Total stock-based compensation expense $ 324,571 $ 88,535 $ 915,110 $ 213,569
v3.24.3
Related Party Transactions (Details) - USD ($)
3 Months Ended 9 Months Ended
Nov. 15, 2020
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Related Party Transactions            
Related party receivables   $ 23,781   $ 23,781   $ 44,087
Related Party            
Related Party Transactions            
Related party receivables   48,000   48,000   82,000
Related party cost   1,000 $ 164,000 112,000 $ 699,000  
Percentage of commission received, first year 20.00%          
Percentage of commission received, second year 10.00%          
Percentage of commission received, third year 5.00%          
Payment of commission   $ 0   $ 0   $ 0
v3.24.3
Malta Grant (Details) - Malta Grant Agreement
€ in Thousands
9 Months Ended
Jan. 25, 2022
EUR (€)
Sep. 30, 2024
USD ($)
Sep. 30, 2023
USD ($)
Jan. 25, 2022
USD ($)
Jul. 31, 2020
EUR (€)
Jul. 31, 2020
USD ($)
Malta Grant            
Maximum amount grant € 100     $ 107,000 € 200 $ 251,000
Requirement of initial capital amount         50 62,000
Reimbursement of grant for initial capital amount         50 62,000
Remaining reimbursement amount of grant for operating expenses incurred up to 12 Months from incorporation         € 150 $ 190,000
Expenses incurred for grant   $ 0 $ 0      
Estimated amount of grant € 137     $ 146,000    
Percentage of aid intensity to cover eligible wage cost 75.00%          
Amounts received from grants   $ 0        
v3.24.3
Leases and Commitments - Narrative (Details)
9 Months Ended
Mar. 03, 2023
Sep. 30, 2024
USD ($)
lease
Dec. 31, 2023
USD ($)
Leases and Commitments      
Minimum lease commitments related to month-to-month lease arrangements   $ 0  
Number of leases terminated | lease   1  
Short-term financial liabilities   $ 0 $ 162,130
Termination notice term 30 days    
Minimum      
Leases and Commitments      
Remaining lease term   1 year  
Maximum      
Leases and Commitments      
Remaining lease term   4 years  
v3.24.3
Leases and Commitments - Summary of Lease Term and Discount Rate (Details)
Sep. 30, 2024
Leases and Commitments  
Weighted average remaining lease term 1 year 10 months 17 days
Weighted average discount rate 5.00%
v3.24.3
Leases and Commitments - Summary of Balance Sheet Information Related to Leases (Details) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Balance sheet information related to leases    
Operating lease right-of-use assets $ 198,634 $ 164,740
Operating lease liabilities    
Short-term operating lease liabilities 95,367 81,236
Long-term operating lease liabilities 70,555 53,771
Total operating lease liabilities $ 165,922 $ 135,007
v3.24.3
Leases and Commitments - Summary of Future Maturities of ASC 842 Lease Liabilities (Details) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Principal Payments    
2024 $ 36,976  
2025 88,889  
2026 22,735  
2027 8,831  
2028 8,491  
Total operating lease liabilities 165,922 $ 135,007
Imputed Interest Payments    
2024 1,921  
2025 3,696  
2026 1,170  
2027 626  
2028 178  
Total future maturities 7,591  
Total Payments    
2024 38,897  
2025 92,585  
2026 23,905  
2027 9,457  
2028 8,669  
Total future maturities $ 173,513  
v3.24.3
Leases and Commitments - Summary of Total Lease Expense, Under ASC 842, was Included in Selling, General, and Administrative Expenses in Consolidated Statement of Operations (Details) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Total lease expense        
Operating lease expense – fixed payments $ 39,368 $ 40,060 $ 117,221 $ 169,496
Short term lease expense 10,710 10,846 34,929 48,399
Total lease expense $ 50,078 $ 50,906 152,150 217,895
Cash paid for amounts included in the measurement of lease liabilities:        
Operating cash flows from operating leases     $ (111,277) $ (145,483)
v3.24.3
Subsequent Events (Details) - USD ($)
Nov. 13, 2024
Oct. 28, 2024
Sep. 30, 2024
Dec. 31, 2023
Jun. 05, 2023
Apr. 18, 2023
Subsequent Events            
Common stock, par value (in dollars per share)     $ 0.01 $ 0.01    
Securities purchase agreement            
Subsequent Events            
Common stock, par value (in dollars per share)         $ 2.30 $ 3.30
Subsequent Event | Promissory Note Payable After January 12, 2025            
Subsequent Events            
Principal amount $ 3,000,000          
Interest rate (in percent) 14.00%          
Subsequent Event | Securities purchase agreement            
Subsequent Events            
Sale of stock, consideration received per transaction   $ 300,000        
Subsequent Event | Securities purchase agreement | Common Class A            
Subsequent Events            
Sale of stock, number of shares issued in transaction (in shares)   1,363,636.36        
Common stock, par value (in dollars per share)   $ 0.01        
Sale of stock, price per share (in dollars per share)   $ 0.22        

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