T Stamp Inc — fact timeline

T Stamp Inc reported the three months ended March 31, 2026 results: revenue $757 thousand, net income $2.23 million, EPS $0.42 per share.

“Net recognized revenue for the three months ended March 31, 2026 was $757 thousand, an increase of 39% from $545 thousand for the corresponding period in 2025.”

T Stamp Inc reported the year ended December 31, 2025 results: revenue $3.14 million, EPS $2.67 per share.

“Net recognized revenue for the year ended December 31, 2025 was $3.14 million, an increase of 2% from $3.08 million for the corresponding period in 2024.”

T Stamp Inc entered into Consulting Agreement with CyberFish valued at Fees of £65,000 per year (effective 2026-03-09).

“Also on March 9, 2026, Trust Stamp Malta Limited entered into a Consulting Agreement (the “ Consulting Agreement ”) with CyberFish.”

T Stamp Inc entered into Shareholders Agreement with CyberFish and Berta Pappenheim valued at Not disclosed (effective 2026-03-09).

“Also on the March 9, 2026, in connection with the closing of the SPA, and to govern the parties’ ongoing relationship as shareholders of CyberFish, Trust Stamp Malta Limited entered into a Shareholders Agreement (the “ Shareholders Agreement ”) with (i) Berta Pappenheim and (ii) CyberFish.”

T Stamp Inc entered into Share Purchase Agreement with CyberFish CyberPsychology Solutions Ltd valued at Total Consideration of £190,000 (effective 2026-03-09).

“On March 9, 2026, Trust Stamp Malta Limited, a wholly-owned subsidiary of T Stamp Inc. (the “ Company ”), entered into a Share Purchase Agreement (the “ SPA ”) with CyberFish CyberPsychology Solutions Ltd, a private company incorporated in England and Wales (“ CyberFish ”).”

T Stamp Inc completed an acquisition involving CyberFish CyberPsychology Solutions Ltd for £190,000 (closed 2026-03-09).

“Wales (“ CyberFish ”). Pursuant to the SPA, Trust Stamp Malta Limited agreed to subscribe for fifty percent (50%) of the authorized share capital of CyberFish in exchange for £190,000 (the “ Total Consideration ” ), consisting of (i) a cash payment of €30,000 payable to Malta Enterprise on behalf of CyberFish and (ii) a cash payment of £30,000 payable to”

T Stamp Inc issued 1,035,999 shares of common stock (413,696 from September 2024 Warrants + 621,303 from January 2025 Warrants) of warrant to institutional investor for exercise of Existing Warrants at reduced price of $4.20 per share, plus issuance of New Warrants to purchase 2,511,044 shares.

“below). As consideration for the Exercise, the Company agreed to (i) reduce the exercise price of all of the Existing Warrants, including any unexercised portion thereof, to $4.20 per share, which is equal to the most recent closing price of the Company’s common stock on the Nasdaq Stock Market prior to the execution of the WEEA; (ii) issue to the”

T Stamp Inc incurred loan of $2,210,000 with Streeterville Capital LLC at nine percent (9%) per annum maturing November 1, 2026.

“On July 1, 2025, T Stamp, Inc. (the “ Company ”) entered into a Note Purchase Agreement (the “ Agreement ”), with Streeterville Capital LLC (the “ Investor ”), pursuant to which the Company issued a Secured Promissory Note (the “ Note ”) to the Investor in the principal amount of $2,210,000.”

T Stamp Inc engaged CBIZ CPAs P.C. as its auditor.

“following the approval of the Audit Committee of the Company’s Board of Directors, CBIZ CPAs was engaged, effectively immediately, as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2025.”

Marcum LLP resigned as auditor of T Stamp Inc.

“On April 23, 2025, T Stamp Inc. (the “Company”) was notified by Marcum LLP (“Marcum”) that Marcum resigned as the Company’s independent registered accounting firm.”

T Stamp Inc received a nasdaq deficiency notice notice regarding other (rules 5620(a), 5810(c)(2)(G)).

“January 14, 2025, T Stamp Inc. (the “ Company ”) received a letter from The Nasdaq Stock Market LLC (“ Nasdaq ”), which stated that the Company no longer complies with Nasdaq’s continued listing rules due to the Company not having held an annual meeting of its stockholders within twelve months of the end of the Company’s fiscal year end, as required pursuant to Nasdaq Listing Rule 5620(a). In accordance with Nasdaq Listing Rule 5810(c)(2)(G), the Company has 45 calendar days to submit a plan to regain compliance and, if Nasdaq accepts the plan, Nasdaq can grant the Company an exception of up t”

T Stamp Inc received a nasdaq deficiency notice notice regarding other (rules 5620(a)).

“January 14, 2025, T Stamp Inc. (the “ Company ”) received a letter from The Nasdaq Stock Market LLC (“ Nasdaq ”), which stated that the Company no longer complies with Nasdaq’s continued listing rules due to the Company”

Lance Wilson was appointed as Chief Financial Officer at T Stamp Inc.

“the Board of Directors of the Company appointed Lance Wilson as the Company’s new Chief Financial Officer, to fill the vacancy in the position left after Alex Valdes’s resignation as Chief Financial Officer effective January 2, 2025.”

Alex Valdes resigned as Chief Financial Officer at T Stamp Inc.

“Alex Valdes’s resignation as Chief Financial Officer effective January 2, 2025.”

T Stamp Inc: Certificate of Amendment effecting a 1-for-15 reverse stock split (effective 2025-01-06).

“on December 13, 2024, the Company filed with the Delaware Secretary of State a Certificate of Amendment (the “ Certificate of Amendment ”) to the Company’s Amended and Restated Certificate of Incorporation to effect the Reverse Stock Split.”

Andrew Scott Francis was elected as Director at T Stamp Inc.

“On November 2, 2024, the Board of Directors of T Stamp, Inc. (the “Company”) elected Andrew Scott Francis, the current Chief Technology Officer of the Company, to the Board of Directors, effective immediately, to fill a vacancy on the Board of Directors.”

Alexander Valdes resigned as Board Secretary at T Stamp Inc.

“Mr. Valdes is currently the Board Secretary of the Company, a position from which he also intends to resign on or before January 2, 2025.”

Alexander Valdes resigned as Chief Financial Officer at T Stamp Inc.

“On October 4, 2024, Alexander Valdes, the Chief Financial Officer of T Stamp Inc., a Delaware corporation (the “Company”), submitted a notice of non-renewal of his employment agreement with the Company, providing a 90-day notice in accordance with the terms of his employment agreement, which was accepted by the Company.”

Joshua Allen departed as EVP of Mergers and Acquisitions at T Stamp Inc.

“Mr. Allen currently serves as EVP of Mergers and Acquisitions of the Company, a position which Mr. Allen has indicated he will no longer continue to hold after December 8, 2024”

Joshua Allen resigned as Director at T Stamp Inc.

“Effective September 26, 2024, Joshua Allen resigned from his position as a director”

T Stamp Inc reported the three months ended March 31, 2024 results: revenue $574 thousand, EPS $0.26 per share.

“were undertaken to maximize future revenue potential from that relationship, but our net revenue still increased from $459 thousand for the three months ended March 31, 2023 to $574 thousand for the three months ended March 31, 2024. The increase in net revenue included an additional $115 thousand revenue from our S&P 500 bank customer adopting the Orchestration”

T Stamp Inc received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2), 5810(c)(3)(A)).

“May 3, 2024, T Stamp Inc. (the “Company”) received a notification letter from The Nasdaq Stock Market LLC (“Nasdaq”) informing the Company that, for the last 30 consecutive business days, the bid price of its shares of Class A Common Stock, par value $0.01 per share, had closed below $1.00 per share, which is the minimum required closing bid price for continued listing on Nasdaq pursuant to Listing Rule 5550(a)(2). Under Nasdaq Listing Rule 5810(c)(3)(A), the Company has 180 days, or until October 30, 2024 to regain compliance with the minimum bid price continued listing standard. To regain co”

T Stamp Inc entered into Securities Purchase Agreement with a certain institutional investor valued at $1,936,000 (effective 2024-04-01).

“On April 1, 2024, T Stamp Inc. (the “ Company ”) entered into a Securities Purchase Agreement (the “ SPA ”) with a certain institutional investor.”

T Stamp Inc reported year ended December 31, 2023 results: revenue $4.56 million, EPS basic and net loss per share of $1.07.

“Our pre-signalled reduction in net revenue from $5.39 million for year ended December 31, 2022 to $4.56 million for year ended December 31, 2023 resulted from the end of the ICE pilot and our new focusing on SaaS sales, and was more than offset by our reducing selling, general, and administrative expenses by $4.05 million, or 32.53%, including a 48.79% reduction in our cost of sales. Our operating loss for year ended December 31, 2023 was $7.64 million, reduced from $12.09 million for the period ended December 31, 2022 with a corresponding reduction in our net loss. This resulted in a basic and net loss per share of $1.07 for year ended December 31, 2023 compared to $2.55 for year ended December 31, 2022.”

T Stamp Inc shareholders approved Approve the issuance of up to 3,600,000 shares of our Class A Common Stock upon the exercise of certain warrants issued to an institutional investor pursuant to that certain Warrant Exercise Agreement dated December 21, 2023 as required by and in accordance with Nasdaq Listing Rule 5635(d). at the 2024-03-20 meeting.

“On March 20, 2024, T Stamp Inc. (the “ Company ”) held a Special Meeting of Stockholders (the “ Special Meeting ”) to consider and vote upon (i) approval of the issuance of up to 3,600,000 shares of our Class A Common Stock, par value $0.01 per share (“ Class A Common Stock ”) upon the exercise of certain warrants issued to an institutional investor pursuant to that certain Warrant Exercise Agreement dated December 21, 2023 as required by and in accordance with Nasdaq Listing Rule 5635(d).”

T Stamp Inc shareholders approved Ratification of the selection of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 at the 2023-12-29 meeting.

“Number of Shares Voted For Number of Shares Voted Against Number of Shares Abstained Percentage of Shares Voted “For” of Shares Voted Ratification of the selection of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 3,417,186 41,377 17,620 98%”

T Stamp Inc shareholders approved Election of Directors at the 2023-12-29 meeting.

“The number of votes cast for or withheld from the election of each director and the number of votes cast for or against or abstaining from the other matters voted upon is also set forth below.”

T Stamp Inc entered into Warrant Exercise Agreement with a certain existing institutional investor valued at approximately $2.4 million (effective 2023-12-20).

“On December 20, 2023, T Stamp Inc., a Delaware corporation (the “ Company ”), entered into a warrant exercise agreement (the “ WEA ”) with a certain existing institutional investor”

T Stamp Inc reported the quarter and period ended September 30, 2023 results: revenue $3.07 million.

“but not yet issued, and we believe that our patent portfolio is a significant asset.” Financial Performance Overview Net revenue During Q3 2023, Net revenue increased to $3.07 million, or 127.35% from Net revenue of $1.35 million for Q3 2022. During Q3 2023, the $3.07 million in Net revenue consisted of $2.51 million from IGS, $243 thousand from Mastercard,”

Charles E. Potts was elected as Director at T Stamp Inc.

“On October 17, 2023, as permitted by the Company’s bylaws and certificate of incorporation, the Company’s Board of Directors elected Charles E. Potts to fill the vacancy on the Board of Directors that will occur upon Mr. Birschbach’s resignation.”

Mark Birschbach resigned as Director at T Stamp Inc.

“On October 17, 2023, Mark Birschbach, a member of the Board of Directors of T Stamp Inc. (the “ Company ”), notified the Company of his intention to resign from the Company’s Board of Directors, as well from all other roles in the Company (including as chair of the Company’s Audit Committee, and as a member of the Company’s Compensation Committee and Nomination and Corporate Governance Committee) effective November 1, 2023.”

T Stamp Inc terminated Master Services Agreement with Innovative Government Solutions (effective 2023-09-15).

“The Master Services Agreement (“MSA”) with Innovative Government Solutions (“IGS”) first entered into on September 15, 2022, under which the Company and IGS agreed to jointly offer services, terminated on September 15, 2023, thereby terminating IGS’ license to use and resell the Company’s technology.”

T Stamp Inc reported financial results for quarter and period ended June 30, 2023.

“T Stamp, Inc. (the “Company”) issued a press release announcing its results of operations for the quarter and period ended June 30, 2023.”

T Stamp Inc: Third Amended and Restated Certificate of Incorporation adopted, eliminating preferred stock, affirming quorum, and adopting classified board (effective 2023-07-06).

“On July 6, 2023, T Stamp, Inc., a Delaware corporation (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.”

T Stamp Inc entered into Placement Agency Agreement with Maxim Group LLC (effective 2023-06-01).

“on June 1, 2023, the Company entered into a placement agency agreement (the “ Placement Agency Agreement ”) with Maxim Group LLC (the “ Placement Agent ”)”

T Stamp Inc entered into SPA with a certain institutional investor valued at $2,942,766.70 (effective 2023-06-01).

“On June 1, 2023, T Stamp Inc., a Delaware corporation (the “ Company ”), entered into a securities purchase agreement (the “ SPA ”) with a certain institutional investor”

T Stamp Inc reported the three months ended March 31, 2023 results: net income Net loss was $2.5 million, EPS $0.51 per basic and diluted share.

“Net loss was $2.5 million, or $0.51 per basic and diluted share, for Q1 2023”

T Stamp Inc entered into Placement Agency Agreement with Maxim Group LLC (effective 2023-04-14).

“Also in connection with the offering, on April 14, 2023, the Company entered into a placement agency agreement (the “ Placement Agency Agreement ”) with Maxim Group LLC (the “ Placement Agent ”).”

T Stamp Inc entered into securities purchase agreement with a certain institutional investor (effective 2023-04-14).

“On April 14, 2023, T Stamp Inc., a Delaware corporation (the “ Company ”), entered into a securities purchase agreement (the “ SPA ”) with a certain institutional investor”

T Stamp Inc entered into Placement Agency Agreement with Maxim Group LLC (effective 2023-04-13).

“on April 13, 2023, the Company entered into a placement agency agreement (the “ Placement Agency Agreement ”) with Maxim Group LLC (the “ Placement Agent ”)”

T Stamp Inc entered into SPA with a certain institutional investor valued at approximately $5,191,989 (effective 2023-04-14).

“On April 14, 2023, T Stamp Inc., a Delaware corporation (the “ Company ”), entered into a securities purchase agreement (the “ SPA ”) with a certain institutional investor”

T Stamp Inc received a nasdaq deficiency notice notice regarding stockholders equity (rules 5550(b)(1)).

“(the “ Stockholders’ Equity Requirement ”). The Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed March 30, 2023 reported stockholders’ equity of $625,144, which is below the Stockholders’ Equity Requirement for continued listing on the Nasdaq Capital Market. As of the date of this Current Report on Form 8-K, the Company does not”

T Stamp Inc reported the fiscal year ended December 31, 2022 results: revenue $5.38 million.

“(EXHIBIT 99.1) --- EX-99.1 2 tm2311022d1_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Trust Stamp Reports 2022 Financial Results and Provides Business Update Revenue increased 46.4% to $5.38 million for the year ended December 31, 2022, as the Company implemented a SaaS delivery model for its AI-powered technology March 30, 2023: Trust Stamp (Nasdaq: IDAI), the Privacy-First”

T Stamp Inc: Reverse stock split: each five shares of common stock combined into one share (effective 2023-03-23).

“On March 21, 2023, T Stamp, Inc., a Delaware corporation (the "Company"), filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the "Certificate of Amendment") with an effective date of March 23, 2023 (the “Effective Date”). The Certificate of Amendment was approved by the Company’s Board of Directors and stockholders voting by written consent pursuant to the requirements of the Delaware General Corporation Law. The Certificate of Amendment makes the following changes: · As of the Effective Date, each five (5) shares of the Common Stock of the Company issued and outstanding immediately prior to the Effective Date will automatically and without any action on the part of the respective holders thereof, be combined and converted into one (1) share of Common Stock, rounding up to the nearest whole number of shares.”

T Stamp Inc: Increased total authorized shares to 52,000,000 and Common Stock authorized shares to 50,000,000 (effective 2023-02-06).

“Certificate of Amendment makes the following changes: · Increases the total number of authorized shares of the company to 52,000,000 shares. · Increases the total number of authorized shares of Common Stock to 50,000,000 shares.”

Bill McClintock was appointed as Chairman of the Board at T Stamp Inc.

“The Company’s Board of Directors appointed Bill McClintock, a current Director of the Company, as the new Chairman of the Board of the Company, also effective January 20, 2023.”

David Story resigned as Director and Chairman at T Stamp Inc.

“On January 20, 2023, David Story resigned from his positions as a Director and Chairman of the Board of Directors of T Stamp Inc.”

T Stamp Inc shareholders approved Amendment to Certificate of Incorporation to increase authorized common stock from 37,500,000 to 50,000,000 shares and 2,000,000 shares of Preferred Stock at the 2022-12-15 meeting.

“2. The Company’s stockholder held a vote to approve the amendment of our Amended and Restated Certificate of Incorporation (as amended) to increase the authorized Common Stock of the Company from 37,500,000 shares to 50,000,000 (all of which designated as Class A Common Stock) and 2,000,000 shares of Preferred Stock. The number of shares that voted for, against, and withheld from voting for this proposal is summarized in the table below: Votes For Votes Against Votes Withheld 11,408,220 501,424 89,105”

T Stamp Inc shareholders approved Election of eight directors at the 2022-12-15 meeting.

“1. The Company’s stockholders elected eight directors, each to serve until his/her successor is duly elected and qualified at the 2023 Annual Meeting of Stockholders or until his/her earlier resignation or removal. The number of shares that (a) voted for the election of each director, (b) voted against the election of each director, and (c) withheld authority to vote for each director is summarized in the table below: Director Nominee Votes For Votes Against Votes Withheld Mr. Andrew Gowasack 10,060,868 0 212,915 Ms. Berta Pappenheim 10,190,053 0 83,731 Mr. David Story 10,046,380 0 227,404 Mr. Gareth Genner 10,061,285 0 212,499 Mr. Joshua Allen 10,045,135 0 228,649 Ms. Kristin Stafford 10,136,793 0 136,991 Mr. Mark Birschbach 10,122,237 0 151,547 Mr. William McClintock 10,124,582 0 149,202”

T Stamp Inc engaged Marcum LLP as its auditor.

“Engagement of New Independent Registered Public Accounting Firm. On December 13, 2022, T Stamp Inc. (the “ Company ”) engaged Marcum LLP (“ Marcum ”) as the new independent registered public accounting firm of the Company for the fiscal year ending December 31, 2022.”