idai-20240930

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)

Delaware

7372

81-3777260

(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 share

IDAI

The 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 filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

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.

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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.”

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T STAMP INC.

TABLE OF CONTENTS


		Page
PART I	FINANCIAL INFORMATION

Item 1.	Financial Statements	3
	Condensed Consolidated Balance Sheets as of September 30, 2024 (Unaudited) and December 31, 2023	3
	Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2024 and 2023 (Unaudited)	4
	Condensed Consolidated Statements of Comprehensive Loss for the three and nine months ended September 30, 2024 and 2023 (Unaudited)	5
	Condensed Consolidated Statements of Stockholders’ Equity for the three and nine months ended September 30, 2024 and 2023 (Unaudited)	6
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023 (Unaudited)	8
	Notes to Condensed Consolidated Financial Statements (Unaudited)	10

PART II	OTHER INFORMATION

Item 6.	Exhibits	29
	Signatures	32

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PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements.

T STAMP INC.

CONDENSED CONSOLIDATED BALANCE SHEETS


	September 30, 2024		December 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 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		—
Other assets	35,375		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 payables	48,235		82,101
Accrued expenses	1,670,260		1,143,890
Deferred revenue	95,750		10,800
Income tax payable	—		1,975
Loans payable	645,536		—
Short-term operating lease liabilities	95,367		81,236
Short-term financial liabilities	—		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	—		—
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

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

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T STAMP INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

Amendment: SEC Form 10-Q/A filed by T Stamp Inc.