T Stamp SEC Filings

T Stamp Inc. (Trust Stamp) is registering 2,511,044 shares of Class A Common Stock for resale under a Form S-3, all issuable upon exercise of privately placed Series A and Series B warrants held by a single institutional investor. The company will not receive proceeds from the resale itself, but could receive up to approximately $10,546,384 if all Private Placement Warrants are exercised for cash at $4.20 per share.

Trust Stamp develops AI-driven identity authentication and fraud prevention software for financial institutions, governments, and other enterprises. It has a long-term technology services agreement with an S&P 500 bank running through 2031 with minimum monthly billings starting at $154,000 and expected to exceed $215,000 per month, and growing SaaS-based Orchestration Layer adoption across over 100 institutions. The company’s most recent audited financials include an explanatory paragraph from its auditor highlighting substantial doubt about its ability to continue as a going concern, underscoring the importance of funding and execution.

T Stamp Inc. (Trust Stamp) reported higher sales but continued losses for the quarter ended September 30, 2025. Net revenue reached $872,491 for the quarter and $2,230,629 for the first nine months, up from $511,081 and $1,585,153 a year earlier, driven mainly by professional services. Operating loss narrowed to $1,770,836 in the quarter and $5,616,427 year-to-date, compared with $2,676,696 and $8,151,319 in the prior-year periods.

Net loss attributable to T Stamp Inc. was $1,911,952 for the quarter and $5,781,297 year-to-date, an improvement from $1,255,915 and $6,532,845 a year earlier, with loss per share at $0.72 for the quarter and $2.28 for nine months. The company ended the period with $5,372,021 in cash and cash equivalents and positive working capital of $3.49 million, helped by equity raises.

Through an Equity Distribution Agreement with Maxim Group, the company sold 1,465,084 shares for net proceeds of $5,196,979. Management cites these capital raises and a warrant exercise and exchange transaction with gross proceeds of $4.35 million as providing sufficient liquidity to fund planned operations for at least twelve months, despite an accumulated deficit of $67,239,736 and continued operating cash outflows.

T Stamp Inc. (Trust Stamp) will hold its 2025 Annual Meeting virtually on December 30, 2025 at 9:00 a.m. EST. Stockholders of record at the close on November 5, 2025 may attend and vote at www.colonialstock.com/tstampinc2025.

The agenda includes: electing two Class III directors, ratifying CBIZ CPAs P.C. as independent auditor for fiscal 2025, and ratifying the issuance of Private Placement Warrants and the issuance of up to 648,148 shares upon exercise tied to the December 5, 2024 Armistice SPA. The Private Placement Warrants become exercisable upon stockholder approval.

The company states that if this warrant ratification is not approved, it cannot permit exercise and may need to call additional meetings every ninety days. Shares outstanding were 4,675,833 Class A Common Stock as of the record date.

T Stamp Inc (IDAI) reported an insider equity grant. A director acquired 52 Restricted Stock Units (RSUs) on 10/31/2025 at a price of $0. Each RSU represents a contingent right to receive one share of Class A common stock upon vesting.

Following this transaction, the reporting person directly beneficially owned 520 derivative securities (RSUs).

T Stamp Inc (IDAI) reported an insider transaction by a director. On 10/31/2025, the reporting person acquired 799 derivative securities at an exercise price of $0, each tied to 799 shares of Class A Common Stock (par value $0.01 per share).

Following this transaction, the number of derivative securities beneficially owned was 11,279, held with direct ownership. The filing lists the transaction code as A, indicating an acquisition. A signature by an attorney-in-fact under a limited power of attorney is included, with an explanatory note marked as N/A.

T Stamp Inc. (IDAI) entered a warrant exercise and exchange inducement with an institutional investor. The investor agreed to exercise warrants for 413,696 and 621,303 shares after the exercise price of these existing warrants was reduced to $4.20 per share. As consideration, the company will issue new unregistered Series A and Series B warrants for up to 2,511,044 shares, each with a $4.20 exercise price, and will exchange 648,148 December 2024 warrants into new warrants on a 1:1 share basis at the same price.

The transaction generated approximately $4.347 million in gross proceeds, before a $304,290 fee to the solicitation agent. The new warrants are immediately exercisable, have a five‑year term, and include cashless exercise provisions. Series A warrants add protections in a Fundamental Transaction, including a cash repurchase right at Black‑Scholes value.

The company will file an S‑3 within 30 days to register the resale of the new warrants and the underlying shares. Beneficial ownership caps apply (9.99% for existing warrants; 4.99% for new). For 90 days, the company is restricted from Variable Rate Transactions. Shares outstanding were 5,243,832 as of the report date.

T Stamp Inc. (Trust Stamp) filed a Preliminary Proxy Statement for its 2025 Annual Meeting. The virtual meeting is set for December 30, 2025 at 9:00 a.m. EST via www.colonialstock.com/tstampinc2025, with a record date of November 5, 2025.

Stockholders will vote on three items: elect two Class III directors (Berta Pappenheim and Andrew Scott Francis) to serve until 2028; ratify CBIZ CPAs P.C. as independent auditor for fiscal 2025; and ratify the issuance of Private Placement Warrants and the issuance of up to 648,148 shares of Class A Common Stock upon their exercise in accordance with Nasdaq Listing Rule 5635(d). The Private Placement Warrants—issued to Armistice Capital Master Fund Ltd. under a December 5, 2024 agreement—are split into Series A (370,370 shares) and Series B (277,778 shares), each with a $8.10 exercise price. The Board recommends voting FOR all proposals. Beneficial ownership limits prevent exercises above 4.99% (or 9.99% at holder election).

T Stamp Inc. (IDAI) reported cash proceeds from equity sales. The company raised approximately $6.196 million from the sale of common stock through an “at‑the‑market” offering under its Form S‑3, conducted pursuant to an Equity Distribution Agreement with Maxim Group LLC. Shares were sold at a volume‑weighted average price of about $3.55 per share, based on sales executed between July 8, 2025 and October 9, 2025.

The program permits issuance and sale of up to $6,196,000 of common stock through or to Maxim, acting as agent or principal. Shares outstanding were 4,208,833 Class A common shares as of the date of this report.

T Stamp Inc. reports that it has raised approximately $5.6 million through sales of its Class A common stock under an at-the-market offering program established with Maxim Group LLC. This program, set up under a previously filed shelf registration, permits the company to issue and sell up to $6,196,000 of common stock through or to Maxim as its agent or principal.

The shares were sold at a volume-weighted average price of about $3.56 per share, based on transactions between July 8, 2025, when the first sale occurred, and October 2, 2025. The update informs investors how much capital has been raised so far and the pricing level at which the stock has been sold under this ongoing at-the-market program.