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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended September 30, 2023
Or
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)
| | | | | | | | |
3017 Bolling Way NE, Floor 2, Atlanta, Georgia | | 30305 |
(Address of principal executive offices) | | (Zip Code) |
(404) 806-9906
(Registrant’s telephone number, including area code)
| | |
N/A |
(Former name, former address and former fiscal year, if changed since last report) |
Securities registered pursuant to 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 |
Indicate by check mark whether the registrant (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 | o | Accelerated filer | o |
Non-accelerated filer | x | Smaller reporting company | x |
| | Emerging growth company | x |
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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of November 6, 2023, there were 8,265,516 shares of Class A Common Stock, par value $0.01 per share, of the registrant outstanding.
T STAMP INC.
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
T STAMP INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
| | | | | | | | | | | |
| September 30, 2023 | | December 31, 2022 |
| (unaudited) | | |
ASSETS | | | |
Current Assets: | | | |
Cash and cash equivalents | $ | 3,182,503 | | | $ | 1,254,494 | |
Accounts receivable, net (includes unbilled receivables of $21,319 and $109,475 as of September 30, 2023 and December 31, 2022, respectively) | 541,246 | | | 1,008,375 | |
Related party receivables | 31,050 | | | 31,446 | |
Prepaid expenses and other current assets | 545,201 | | | 580,086 | |
Total Current Assets | 4,300,000 | | | 2,874,401 | |
Capitalized internal-use software, net | 1,461,601 | | | 1,418,672 | |
Goodwill | 1,248,664 | | | 1,248,664 | |
Intangible assets, net | 214,698 | | | 251,686 | |
Property and equipment, net | 60,549 | | | 300,664 | |
Operating lease right-of-use assets | 164,854 | | | 315,765 | |
Other assets | 22,508 | | | 2,066 | |
Total Assets | $ | 7,472,874 | | | $ | 6,411,918 | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | |
Current Liabilities: | | | |
Accounts payable | $ | 686,786 | | | $ | 945,162 | |
Related party payables | 127,902 | | | 273,176 | |
Accrued expenses | 861,393 | | | 1,099,824 | |
Deferred revenue | 87,478 | | | 1,811,680 | |
Income tax payable | 15,460 | | | 21,076 | |
Short-term operating lease liabilities | 108,583 | | | 177,795 | |
Short-term financial liabilities | 162,130 | | | 118,860 | |
Total Current Liabilities | 2,049,732 | | | 4,447,573 | |
| | | |
Warrant liabilities | 258,096 | | | 261,569 | |
Notes payable, plus accrued interest of $28,958 and $16,458, on September 30, 2023 and December 31, 2022, respectively | 903,832 | | | 886,465 | |
Long-term operating lease liabilities | 31,785 | | | 102,407 | |
Long-term financial liabilities | — | | | 88,760 | |
Total Liabilities | 3,243,445 | | | 5,786,774 | |
| | | |
Commitments, Note 10 | | | |
| | | |
Stockholders’ Equity: | | | |
Common stock $0.01 par value, 50,000,000 shares authorized, 8,259,065 and 4,910,815 shares issued, and 8,244,492 and 4,854,302 outstanding at September 30, 2023 and December 31, 2022, respectively | 82,445 | | | 48,543 | |
Treasury stock, at cost: 14,573 and 56,513 shares held as of September 30, 2023 and December 31, 2022, respectively | — | | | — | |
Additional paid-in capital | 47,831,841 | | | 39,496,183 | |
Stockholders’ notes receivable | — | | | (18,547) | |
Accumulated other comprehensive income | 206,410 | | | 237,252 | |
Accumulated deficit | (44,052,706) | | | (39,299,726) | |
Total T Stamp Inc. Stockholders’ Equity | 4,067,990 | | | 463,705 | |
Non-controlling interest | 161,439 | | | 161,439 | |
Total Stockholders’ Equity | 4,229,429 | | | 625,144 | |
Total Liabilities and Stockholders’ Equity | $ | 7,472,874 | | | $ | 6,411,918 | |
The accompanying notes to the condensed consolidated financial statements are an integral part of these statements.
T STAMP INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| For the three months ended September 30, | | For the nine months ended September 30, |
| 2023 | | 2022 | | 2023 | | 2022 |
Net revenue | $ | 3,065,804 | | | $ | 1,348,478 | | | $ | 3,985,242 | | | $ | 4,877,809 | |
Operating Expenses: | | | | | | | |
Cost of services (exclusive of depreciation and amortization shown separately below) | 239,313 | | | 529,023 | | | 660,199 | | | 1,571,166 | |
Research and development | 605,196 | | | 777,800 | | | 1,811,962 | | | 1,766,164 | |
Selling, general, and administrative | 2,053,524 | | | 3,281,661 | | | 5,900,715 | | | 9,014,894 | |
Depreciation and amortization | 189,655 | | | 203,106 | | | 596,109 | | | 547,737 | |
Total Operating Expenses | 3,087,688 | | | 4,791,590 | | | 8,968,985 | | | 12,899,961 | |
Operating Loss | (21,884) | | | (3,443,112) | | | (4,983,743) | | | (8,022,152) | |
Non-Operating Income (Expense): | | | | | | | |
Interest expense, net | (9,759) | | | (2,889) | | | (29,753) | | | (9,202) | |
Change in fair value of warrant liability | (2,142) | | | 11,307 | | | 3,473 | | | 88,367 | |
Impairment of digital assets | — | | | (1,260) | | | — | | | (25,144) | |
Other income | — | | | 3,546 | | | 261,217 | | | 16,160 | |
Other expense | (1,377) | | | (7,484) | | | (4,174) | | | (102,269) | |
Total Other Income (Expense), Net | (13,278) | | | 3,220 | | | 230,763 | | | (32,088) | |
Net Loss before Taxes | (35,162) | | | (3,439,892) | | | (4,752,980) | | | (8,054,240) | |
Income tax expense | — | | | — | | | — | | | — | |
Net loss including non-controlling interest | (35,162) | | | (3,439,892) | | | (4,752,980) | | | (8,054,240) | |
Net loss attributable to non-controlling interest | — | | | — | | | — | | | — | |
Net loss attributable to T Stamp Inc. | $ | (35,162) | | | $ | (3,439,892) | | | $ | (4,752,980) | | | $ | (8,054,240) | |
Basic and diluted net loss per share attributable to T Stamp Inc. | $ (0.00) | | $ | (0.75) | | | $ | (0.71) | | | $ | (1.75) | |
Weighted-average shares used to compute basic and diluted net loss per share | 8,155,617 | | 4,693,465 | | 6,658,205 | | 4,632,683 |
The accompanying notes to the condensed consolidated financial statements are an integral part of these statements.
T STAMP INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| For the three months ended September 30, | | For the nine months ended September 30, |
| 2023 | | 2022 | | 2023 | | 2022 |
Net loss including non-controlling interest | $ | (35,162) | | | $ | (3,439,892) | | | $ | (4,752,980) | | | $ | (8,054,240) | |
Other Comprehensive Income (Loss): | | | | | | | |
Foreign currency translation adjustments | 18,204 | | | (53,715) | | | (30,842) | | | (25,791) | |
Total Other Comprehensive Income (Loss) | 18,204 | | | (53,715) | | | (30,842) | | | (25,791) | |
Comprehensive loss | (16,958) | | | (3,493,607) | | | (4,783,822) | | | (8,080,031) | |
Comprehensive loss attributable to non-controlling interest | — | | | — | | | — | | | — | |
Comprehensive loss attributable to T Stamp Inc. | $ | (16,958) | | | $ | (3,493,607) | | | $ | (4,783,822) | | | $ | (8,080,031) | |
The accompanying notes to the condensed consolidated financial statements are an integral part of these statements.
T STAMP INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(unaudited)
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Common Stock | | Additional Paid-In Capital | | Treasury Stock | | Stockholders’ Notes Receivable | | Accumulated Other Comprehensive Income | | Accumulated Deficit | | Non-controlling Interest | | Total |
| Shares | | Amount | Shares | | Amount |
Balance, June 30, 2022 | 4,657,147 | | $ | 46,571 | | | $ | 36,426,891 | | | 56,513 | | $ | — | | | $ | (74,407) | | | $ | 211,824 | | | $ | (31,822,534) | | | $ | 161,439 | | | $ | 4,949,784 | |
Exercise of options to common stock | 933 | | 9 | | | 6,491 | | | — | | — | | | — | | | — | | | — | | | — | | | 6,500 | |
Issuance of common stock | 194,750 | | 1,948 | | | 802,404 | | | — | | — | | | — | | | — | | | — | | | — | | | 804,352 | |
Issuance of common stock warrants | — | | — | | | 611,452 | | | — | | — | | | — | | | — | | | — | | | — | | | 611,452 | |
Repayment of shareholders loan through in-kind services | — | | — | | | — | | | — | | — | | | 27,930 | | | — | | | — | | | — | | | 27,930 | |
Stock-based compensation | — | | — | | | 850,801 | | | — | | — | | | — | | | — | | | — | | | — | | | 850,801 | |
Currency translation adjustment | — | | — | | | — | | | — | | — | | | — | | | (53,715) | | | — | | | — | | | (53,715) | |
Net loss attributable to T Stamp Inc. | — | | — | | | — | | | — | | — | | | — | | | — | | | (3,439,892) | | | — | | | (3,439,892) | |
Balance, September 30, 2022 | 4,852,830 | | $ | 48,528 | | | $ | 38,698,039 | | | 56,513 | | $ | — | | | $ | (46,477) | | | $ | 158,109 | | | $ | (35,262,426) | | | $ | 161,439 | | | $ | 3,757,212 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Common Stock | | Additional Paid-In Capital | | Treasury Stock | | Stockholders’ Notes Receivable | | Accumulated Other Comprehensive Income | | Accumulated Deficit | | Non-controlling Interest | | Total |
| Shares | | Amount | | Shares | | Amount |
Balance, June 30, 2023 | 7,972,244 | | $ | 79,722 | | | $ | 47,067,377 | | | 16,821 | | $ | — | | | $ | — | | | $ | 188,206 | | | $ | (44,017,544) | | | $ | 161,439 | | | $ | 3,479,200 | |
Exercise of warrants to common stock | 270,000 | | 2,700 | | | 618,300 | | | — | | — | | | — | | | — | | | — | | | — | | | 621,000 | |
Issuance of common stock in relation to vested restricted stock units, to wholly owned subsidiary | 2,248 | | 23 | | | (1,875) | | | (2,248) | | | — | | | — | | | — | | | — | | | — | | | (1,852) | |
Stock-based compensation | — | | — | | | 148,039 | | | — | | — | | | — | | | — | | | — | | | — | | | 148,039 | |
Currency translation adjustment | — | | — | | | — | | | — | | — | | | — | | | 18,204 | | | — | | | — | | | 18,204 | |
Net loss attributable to T Stamp Inc. | — | | — | | | — | | | — | | — | | | — | | | — | | | (35,162) | | | — | | | (35,162) | |
Balance, September 30, 2023 | 8,244,492 | | $ | 82,445 | | | $ | 47,831,841 | | | 14,573 | | $ | — | | | $ | — | | | $ | 206,410 | | | $ | (44,052,706) | | | $ | 161,439 | | | $ | 4,229,429 | |
The accompanying notes to the condensed consolidated financial statements are an integral part of these statements.
T STAMP INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(unaudited)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Common Stock | | Additional Paid-In Capital | | Treasury Stock | | Stockholders’ Notes Receivable | | Accumulated Other Comprehensive Income | | Accumulated Deficit | | Non-controlling Interest | | Total |
| Shares | | Amount | Shares | | Amount |
Balance, January 1, 2022 | 4,095,029 | | $ | 40,950 | | | $ | 31,985,880 | | | 56,513 | | $ | — | | | $ | (130,267) | | | $ | 183,900 | | | $ | (27,208,186) | | | $ | 161,439 | | | $ | 5,033,716 | |
Exercise of warrants to common stock | 490,490 | | 4,905 | | | 3,378,857 | | | — | | — | | | — | | | — | | | — | | | — | | | 3,383,762 | |
Exercise of options to common stock | 13,004 | | 130 | | | 77,962 | | | — | | — | | | — | | | — | | | — | | | — | | | 78,092 | |
Issuance of common stock | 210,836 | | 2,108 | | | 1,005,682 | | | — | | — | | | — | | | — | | | — | | | — | | | 1,007,790 | |
Issuance of common stock warrants | — | | — | | | 667,290 | | | — | | — | | | — | | | — | | | — | | | — | | | 667,290 | |
Issuance of common stock in relation to vested restricted stock units, net of shares forfeited to satisfy taxes | 43,471 | | 435 | | | (15,865) | | | — | | — | | | — | | | — | | | — | | | — | | | (15,430) | |
Repayment of shareholders loan through in-kind services | — | | — | | | — | | | — | | — | | | 83,790 | | | — | | | — | | | — | | | 83,790 | |
Stock-based compensation | — | | — | | | 1,598,233 | | | — | | — | | | — | | | — | | | — | | | — | | | 1,598,233 | |
Currency translation adjustment | — | | — | | | — | | | — | | — | | | — | | | (25,791) | | | — | | | — | | | (25,791) | |
Net loss attributable to T Stamp Inc. | — | | — | | | — | | | — | | — | | | — | | | — | | | (8,054,240) | | | — | | | (8,054,240) | |
Balance, September 30, 2022 | 4,852,830 | | $ | 48,528 | | | $ | 38,698,039 | | | 56,513 | | $ | — | | | $ | (46,477) | | | $ | 158,109 | | | $ | (35,262,426) | | | $ | 161,439 | | | $ | 3,757,212 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Common Stock | | Additional Paid-In Capital | | Treasury Stock | | Stockholders’ Notes Receivable | | Accumulated Other Comprehensive Income | | Accumulated Deficit | | Non-controlling Interest | | Total |
| Shares | | Amount | | Shares | | Amount |
Balance, January 1, 2023 | 4,854,302 | | $ | 48,543 | | | $ | 39,496,183 | | | 56,513 | | $ | — | | | $ | (18,547) | | | $ | 237,252 | | | $ | (39,299,726) | | | $ | 161,439 | | | $ | 625,144 | |
Exercise of warrants to common stock | 1,823,250 | | 18,233 | | | 604,321 | | | — | | — | | | — | | | — | | | — | | | — | | | 622,554 | |
Exercise of options to common stock | 1,740 | | 17 | | | 1,983 | | | — | | — | | | — | | | — | | | — | | | — | | | 2,000 | |
Issuance of common stock, prefunded warrants, and common stock warrants, net of fees | 1,312,468 | | 13,124 | | | 7,451,188 | | | — | | — | | | — | | | — | | | — | | | — | | | 7,464,312 | |
Issuance of common stock in relation to vested restricted stock units, to wholly owned subsidiary | 247,973 | | 2,480 | | | (27,136) | | | (41,940) | | | — | | | — | | | — | | | — | | | — | | | (24,656) | |
Reverse stock split rounding | 4,759 | | 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 loss attributable to T Stamp Inc. | — | | — | | | — | | | — | | — | | | — | | | — | | | (4,752,980) | | | — | | | (4,752,980) | |
Balance, September 30, 2023 | 8,244,492 | | $ | 82,445 | | | $ | 47,831,841 | | | 14,573 | | $ | — | | | $ | — | | | $ | 206,410 | | | $ | (44,052,706) | | | $ | 161,439 | | | $ | 4,229,429 | |
The accompanying notes to the condensed consolidated financial statements are an integral part of these statements.
T STAMP INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
| | | | | | | | | | | |
| For the nine months ended September 30, |
| 2023 | | 2022 |
Cash flows from operating activities: | | | |
Net loss attributable to T Stamp Inc. | $ | (4,752,980) | | | $ | (8,054,240) | |
Net loss attributable to non-controlling interest | — | | | — | |
Adjustments to reconcile net loss to cash flows used in operating activities: | | | |
Depreciation and amortization | 596,109 | | | 547,737 | |
Stock-based compensation | 305,350 | | | 1,598,233 | |
Change in fair value of warrant liability | (3,473) | | | (88,367) | |
Repayment of shareholder loan through in-kind services | 18,547 | | | 83,790 | |
Impairment of assets | 16,819 | | | 25,144 | |
Gain on sale of property and equipment | (216,189) | | | — | |
Non-cash interest | 28,958 | | | — | |
Non-cash lease expense | 151,001 | | | — | |
Non-cash write off of mobile hardware | (15,775) | | | — | |
Loss on retirement of equipment | 17,589 | | | — | |
Changes in assets and liabilities: | | | |
Accounts receivable | 467,129 | | | (46,737) | |
Related party receivables | 396 | | | (18,183) | |
Prepaid expenses and other current assets | 40,220 | | | 517,216 | |
Other assets | (20,442) | | | 27,539 | |
Accounts payable | (258,376) | | | (23,309) | |
Accrued expense | (238,431) | | | (147,602) | |
Related party payables | (145,274) | | | (93,690) | |
Deferred revenue | (1,724,202) | | | 1,111,410 | |
Income tax payable | (5,616) | | | — | |
Operating lease liabilities | (145,483) | | | — | |
Customer deposit liabilities | — | | | (280,108) | |
Net cash flows from operating activities | (5,884,123) | | | (4,841,167) | |
Cash flows from investing activities: | | | |
Proceeds from sale of property and equipment | 377,360 | | | — | |
Capitalized internally developed software costs | (478,338) | | | (589,282) | |
Patent application costs | (78,169) | | | (103,419) | |
Acquisition of Pixelpin intangible asset | — | | | 13,362 | |
Purchases of property and equipment | (538) | | | (25,745) | |
Purchase of digital assets | — | | | (30,000) | |
Net cash flows from investing activities | (179,685) | | | (735,084) | |
Cash flows from financing activities: | | | |
Proceeds from common stock, prefunded warrants, and common stock warrants, net of fees | 7,464,312 | | | 1,007,790 | |
Proceeds from exercise of warrants to common stock | 622,554 | | | 3,385,935 | |
Proceeds from exercise of options to common stock | 2,000 | | | 78,092 | |
Forfeited common stock shares to satisfy taxes | (24,656) | | | — | |
Proceeds from issuance of common stock warrants | — | | | 667,290 | |
Principal payments on financial liabilities | (29,715) | | | (59,815) | |
Net cash flows from financing activities | $ | 8,034,495 | | | $ | 5,079,292 | |
Effect of foreign currency translation on cash | (42,678) | | | (48,145) | |
Net change in cash and cash equivalents | 1,928,009 | | | (545,104) | |
Cash and cash equivalents, beginning of period | 1,254,494 | | | 3,475,695 | |
Cash and cash equivalents, end of period | $ | 3,182,503 | | | $ | 2,930,591 | |
| | | |
T STAMP INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
| | | | | | | | | | | |
Supplemental disclosure of cash flow information: | | | |
Cash paid during the period for interest | $ | 580 | | | $ | 8 | |
| | | |
Supplemental disclosure of non-cash activities: | | | |
Adjustment to operating lease right-of-use assets related to renewed leases | $ | 82,185 | | | $ | — | |
Adjustment to operating lease right-of-use assets related to terminated leases | $ | 82,095 | | | $ | — | |
Adjustment to operating lease operating lease liabilities related to renewed leases | $ | 83,298 | | | $ | — | |
Adjustment to operating lease liabilities related to terminated leases | $ | 77,648 | | | $ | — | |
Prepaid rent expense reclassified upon termination of leases | $ | 5,335 | | | $ | — | |
Property and equipment acquired under financial liability | $ | — | | | $ | 297,150 | |
The accompanying notes to the condensed consolidated financial statements are an integral part of these statements.
T STAMP INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. Description of Business and Summary of Significant Accounting Policies And Going Concern
Description of Business — T Stamp Inc. was incorporated on April 11, 2016 in the State of Delaware. T Stamp Inc. and its subsidiaries (“Trust Stamp”, “we”, “us”, “our” or the “Company”) develops and markets identity authentication software solutions for enterprise and government partners and peer-to-peer markets.
Trust Stamp develops proprietary artificial intelligence-powered solutions, researching and leveraging machine learning, artificial intelligence, biometric science, cryptography, and data mining, to deliver insightful identity and trust predictions that identify and defend against fraudulent identity attacks, protect sensitive user information, 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 has ever previously been possible in order to deliver results at a disruptively low cost for usage across multiple industries, including:
•Banking/FinTech
•KYC/AML Compliance
•Humanitarian and Development Services
•Government and Law Enforcement, including Alternative to Detention programs
•Cryptocurrency and Digital Assets
•Biometrically Secured Email and Digital Communications
•P2P Transactions, Social Media, and Sharing Economy
•Real Estate, Travel, and Healthcare
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 in these unaudited condensed consolidated financial statements have been retroactively restated to reflect the Reverse Split. 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 in the nine months ended September 30, 2023 of $4.75 million, negative Net operating cash outflows of $5.88 million for the same period, working capital of $2.25 million and an Accumulated deficit of $44.05 million as of September 30, 2023.
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.
Unaudited Interim Results — These unaudited condensed consolidated financial statements and accompanying notes have been prepared in accordance with U.S. GAAP, pursuant to the applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. In management’s opinion, these unaudited condensed consolidated financial statements and accompanying notes have been prepared on the same basis as the annual consolidated financial statements and reflect all the adjustments, which include only normal recurring adjustments necessary for the fair statement of the Company’s financial position as of September 30, 2023, the results of operations for the nine months ended September 30, 2023 and 2022, and cash flows for the nine months ended September 30, 2023 and 2022. Certain information and note disclosures have been condensed or omitted pursuant to such rules and regulations. The accompanying unaudited condensed consolidated balance sheet as of September 30, 2023 was derived from the audited consolidated financial statements as of that December 31, 2022 but does not include all of the disclosures required by U.S. GAAP. The results of operations for the nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the full year or any other future interim or annual period.
These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and accompanying notes for the year ended December 31, 2022 included in the Company’s Annual Report. The Company’s significant accounting policies are described in Note 1 to those audited consolidated financial statements.
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, Metapresence Limited, and Trust Stamp Denmark ApS. All significant intercompany transactions and accounts have been eliminated.
On February 28, 2023, the Company received the Certificate of Termination from the State of Georgia, which represents the completion of administratively dissolving T Avatar LLC. As there were no operations established under the entity, there is a limited impact to Trust Stamp. The dissolution of T Avatar LLC was effective February 28, 2023.
On June 2, 2023, the Company received the termination resolution from the Polish National Court Register, which represents the completion of administratively dissolving Sunflower AI Technologies (“SAIT”). As there were no operations established under the entity, there is a limited impact to Trust Stamp. The dissolution of SAIT was effective May 10, 2023.
Further, we continue to consolidate Tstamp Incentive Holdings (“TSIH”) which we consider to be a 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, 2023, TSIH held 14,573 Treasury stock earmarked for future employee RSU bonuses.
The Company does not own any of the shares of Class A Common Stock of the Company held by TSIH. 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 owns only shares in the Company and no other liabilities or assets, the Company is the primary beneficiary of TSIH and will consolidate the VIE.
Use of Estimates — The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Actual results could differ materially from these estimates. On an ongoing basis, the Company evaluates their estimates that include, but are not limited to, percentage of completion related to revenue contracts that are not fully complete at the end of a fiscal quarter, capitalization and estimated useful life of internal-use software, the allowance for doubtful accounts, the fair value of financial assets and liabilities, the recoverability of Goodwill, stock-based compensation including the determination of the fair value of our common stock, impairment of long-lived assets, the valuation of deferred tax assets and uncertain tax positions, and warrant liabilities. We base our estimates on assumptions, both historical and forward-looking trends, and various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities.
Segment Information — The Company has a single operating and reportable segment. The Company’s chief operating decision maker is its Chief Executive Officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance, and allocating resources.
Risks and Uncertainties — The Company is dependent upon additional capital resources for its planned full-scale operations, and is subject to significant risks and uncertainties, including failing to secure funding to continue to operationalize the Company’s plans or failing to profitably operate the business.
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 thousand 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, 2023 and December 31, 2022, the Company had $2.60 million and $71 thousand in U.S. bank accounts, respectively, which exceeded these insured amounts. 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 unaudited condensed 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 92.66% or 48.36%, 38.12%, and 6.18% of the balance of total Accounts receivable as of September 30, 2023 and three customers represented 95.37% or 36.90%, 32.69%, and 25.78% of the balance of total Accounts receivable as of December 31, 2022. 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, 2023 and December 31, 2022, the Company had not experienced any significant losses on its Accounts receivable.
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 S&P 500 Bank, respectively.
Additionally, during the three months ended September 30, 2022, the Company sold to primarily three customers which made up approximately 95.11% of total Net revenue, and consisted of 62.56%, 17.84%, and 14.71% from ICE, an S&P 500 Bank, and Mastercard.
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.
Additionally, during the nine months ended September 30, 2022, the Company sold to primarily three customers which made up approximately 94.56% of total Net revenue, and consisted of 67.36%, 16.22%, and 10.98% from ICE, an S&P 500 Bank, and Mastercard.
Foreign Currencies — The functional currencies of the Company’s foreign subsidiaries are the local currencies. For those subsidiaries, the assets and liabilities are translated into U.S. dollars at the exchange rate method at the unaudited condensed consolidated balance sheet date. The Company’s other comprehensive (loss) is comprised of foreign currency translation adjustments related to the Company’s foreign subsidiaries. Income and expenses are translated at the average exchange rates for the period. Foreign currency transaction gains and losses are included in Other income or Other expense in the unaudited condensed consolidated statements of operations.
Cash and Cash Equivalents — Cash and cash equivalents consist of cash in banks and bank deposits. The Company considers all highly liquid instruments purchased with an original maturity of three months or less when purchased as cash equivalents.
Accounts Receivable and Allowance for Credit Losses — Accounts receivable are recorded at the invoiced amount, net of an allowance for credit losses, if any. The Company’s trade receivables primarily arise from the sale of our products to customers through contracts for software licenses and subscriptions, software usage, web hosting fees, and software development with payment terms of 60 days. The Company evaluates the credit risk of a customer when extending credit based on a combination of various financial and qualitative factors that may affect the customers’ ability to pay. These factors include the customers’ financial condition and past payment experience.
The Company maintains an allowance for credit losses, which represents an estimate of expected losses over the remaining contractual life of its receivables considering current market conditions and estimates for supportable forecasts when appropriate. The Company measures expected credit losses on its trade receivables on an customer basis. The estimate of expected credit losses considers any historical losses, delinquency trends, collection experience, and/or economic risk where appropriate. Additionally, management develops a specific allowance for trade receivables known to have a high risk of expected future credit loss.
The Company has historically experienced immaterial write-offs given the nature of the customers and contracts. As of September 30, 2023, the Company had gross receivables of $549 thousand and an allowance for credit losses of $8 thousand. As of December 31, 2022, the Company had gross receivables of $1.01 million and no allowance for credit losses.
As of September 30, 2023 and December 31, 2022, Accounts receivable includes unbilled receivables of $21 thousand and $109 thousand, 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 unaudited condensed consolidated balance sheet and any resulting gain or loss is recorded in the unaudited condensed consolidated statements of operations in the period realized.
Capitalized Internal-Use Software, Net — Costs related to software acquired, developed, or modified solely to meet our internal requirements, with no substantive plans to market such software at the time of development are capitalized. The Company capitalizes eligible costs to develop internal-use software that are incurred subsequent to the preliminary project stage through the development stage. These costs consist of personnel costs (including related benefits and stock-based compensation) that are incurred during the application development stage. Costs incurred during the preliminary project stage and during the post-implementation operational stage are expensed as incurred. Maintenance costs are expensed as incurred. The estimated useful life of costs capitalized is evaluated for each specific project that is generally five years. Actual economic lives may differ from estimated useful lives. Periodic reviews could result in a change in estimated useful lives and therefore changes in amortization expense in future periods.
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.
The Company determined that as of September 30, 2023, $17 thousand of Capitalized internal-use software was impaired. The impaired Capitalized internal-use software was expensed during the nine months ended September 30, 2023. As of December 31, 2022, the Company determined that no long-lived assets with finite lives were impaired.
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 during the nine months ended September 30, 2023 and year ended December 31, 2022.
Fair Value of Assets and Liabilities — The Company follows the relevant U.S. GAAP guidance regarding the determination and measurement of the fair value of assets/liabilities; in which fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction valuation hierarchy which requires an entity to maximize the use of observable inputs when measuring fair value. The guidance describes the following three levels of inputs that may be used in the methodology to measure fair value:
Level 1 – Quoted prices available in active markets for identical investments as of the reporting date;
Level 2 – Inputs other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date; and
Level 3 – Unobservable inputs, which are to be used in situations where there is little or no market activity for the asset or liability and wherein the reporting entity makes estimates and assumptions related to the pricing of the asset or liability including assumptions regarding risk.
A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The estimated fair values of Cash and cash equivalents, Accounts receivable, Related party receivables, Prepaid expenses and other current assets, Other assets, Accounts payable, Related party payables, Accrued expenses, Deferred revenue, Customer deposit liabilities, and Notes payable approximate their carrying values. The fair values of warrant liabilities issued in connection with equity or debt issuance are determined using the Black-Scholes valuation model, a “Level 3” fair value measurement, based on the estimated fair value of the underlying common stock, volatility based on the historical volatility data of similar companies, considering the industry, products and market capitalization of such other entities, the expected life based on the remaining contractual term of the conversion option and warrant liabilities and the risk free interest rate based on the implied yield available on U.S. Treasury Securities with a maturity equivalent to the warrant liability’s contractual life. The Company accounts for its financial assets and liabilities at fair value regularly. The Company evaluates the fair value of its non-financial assets and liabilities on a nonrecurring basis.
Revenue Recognition — The Company derives its revenue primarily from professional services. Revenue is recognized upon transfer of control of promised products and services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. If the consideration promised in a contract includes a variable amount, the Company includes an estimate of the amount it expects to receive or the total transaction price if it is probable that a significant reversal of cumulative revenue recognized will not occur. The Company determines the amount of revenue to be recognized through the application of the following steps:
•Identification of the contract, or contracts with a customer;
•Identification of the performance obligations in the contract;
•Determination of the transaction price;
•Allocation of the transaction price to the performance obligations in the contract; and
•Recognition of revenue when or as the Company satisfies the performance obligations.
At contract inception, the Company will assess the services agreed upon within each contract and assess whether each service is distinct and determine those that are performance obligations. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. In general, each contract with a customer consists of a single performance obligation to perform services in which revenue is recognized when the service has been delivered.
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, 2023, and December 31, 2022, 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, |
| 2023 | | 2022 | | 2023 | | 2022 |
Professional services (over time) | $ | 2,990,804 | | | $ | 566,413 | | | $ | 3,760,242 | | | $ | 3,970,744 | |
Termination expense reimbursement (one time) | — | | | 719,565 | | | — | | | 719,565 | |
License fees (over time) | 75,000 | | | 62,500 | | | 225,000 | | | 187,500 | |
Total Revenue | $ | 3,065,804 | | | $ | 1,348,478 | | | $ | 3,985,242 | | | $ | 4,877,809 | |
Contract Balances — The timing of customer billing and payment relative to the start of the service period varies from contract to contract; however, the Company bills many of its customers in advance of the provision of services under its contracts, resulting in liabilities consisting of either deferred revenue (a “contract liability”) or customer deposit liabilities. Deferred revenue represents billings under non-cancelable contracts before the related product or service is transferred to the customer. Such amounts are recognized by the Company over the life of the contract upon= meeting the revenue recognition criteria, but generally within one year. Customer deposit liabilities consist of billings or payments received in advance of the start of the contractual term or for anticipated revenue-generating activities for the portion of a contract term that is subject to cancellation for convenience. Certain of the Company’s arrangements generally include terms that allow the customer to terminate the contract for convenience and receive a refund of the amount of the customer deposit for the percentage of the work not performed prior to the notice of termination. In these arrangements, the Company concluded there are no enforceable rights and obligations after such notice period and therefore, the consideration received or due from the customer that is subject to termination for convenience is recorded as customer deposit liabilities.
The payment terms and conditions vary by contract; however, the Company’s terms generally require payment within 30 to 60 days from the invoice date. In instances where the timing of revenue recognition differs from the timing of payment, the Company elected to apply the practical expedient in accordance with ASC 606 to not adjust contract consideration for the effects of a significant financing component as the Company expects, at contract inception, that the period between when promised goods and services are transferred to the customer and when the customer pays for those goods and services will be one year or less. As such, the Company determined its contracts do not generally contain a significant financing component.
Costs to Obtain and Fulfill Contracts — Incremental costs of obtaining a contract include only those costs that are directly related to the acquisition of contracts, including sales commissions, and that would not have been incurred if the contract had not been obtained. In alignment with ASC 340, Other Assets and Deferred Costs ("ASC 340"), the Company recognizes an asset for the incremental costs of obtaining a contract with a customer if we expect to recover the costs. The Company elected to apply the practical expedient in accordance with ASC 340 which allows the Company to expense commissions as incurred when the contract term is twelve months or less in total. Costs to obtain contracts and costs to fulfill contracts were not material in the periods presented.
Warrants — The Company accounts for stock warrants as either equity instruments, derivative liabilities, or liabilities in accordance with ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”), depending on the specific terms of the warrant agreement.
Cost of Services Provided — Cost of services generally consists of the cost of hosting fees, materials, and cost of labor associated with professional services rendered. Depreciation and amortization expense is not included in Cost of services.
Research and Development — Research and development costs are expensed as incurred and consist primarily of personnel costs such as salaries and benefits and relate primarily to time spent during the preliminary project stage, post implementation maintenance, bug fixes associated with Capitalized internal-use software activities, and front-end application development in which technological feasibility has not been established. Depreciation and amortization expense is not included in Research and development.
Advertising — Advertising costs are expensed as incurred. Advertising and marketing expense totaled $100 thousand and $50 thousand for the three months ended September 30, 2023 and 2022, respectively, and $207 thousand and $173 thousand for the nine months ended September 30, 2023 and 2022, respectively.
Stock- Based Compensation — The Company accounts for its stock-based compensation arrangements at fair value. Fair value of each stock-based award is estimated on the date of grant using either the Black-Scholes-Merton Model for stock options granted or using the fair value of a common stock for stock grants and restricted stock units. The Black-Scholes-Merton option-pricing model requires the input of highly subjective assumptions, including the fair value of the underlying common shares, the expected term of the share option, the expected volatility of the price of our common shares, risk-free interest rates, and the expected dividend yield of common shares. The assumptions used to determine the fair value of the option awards represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. The calculated fair value is recognized as expense over the requisite service period using the straight-line method. Forfeitures are accounted for in the period in which they occur. Trust Stamp offers the indirect repurchase of shares through a net-settlement feature upon the vesting of RSU awards to satisfy minimum statutory tax-withholding requirements for the recipient.
Income Taxes — The Company records income tax provisions for the anticipated tax consequences of the reported results of operations using the asset and liability method. Under this method, the Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts for financial reporting purposes and the tax bases of assets and liabilities, as well as for loss and tax credit carryforwards. The deferred assets and liabilities are measured using the statutorily enacted tax rates anticipated to be in effect when those tax assets and liabilities are expected to be realized or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the period that includes the enactment date.
A valuation allowance is established if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company considers all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income in assessing the need for a valuation allowance.
The Company’s tax positions are subject to income tax audits by multiple tax jurisdictions. The Company recognizes the tax benefit of an uncertain tax position only if it is more likely than not the position will be sustainable upon examination by the taxing authority, including resolution of any related appeals or litigation processes. This evaluation is based on all available evidence and assumes that the tax authorities have full knowledge of all relevant information concerning the tax position. The tax benefit recognized is measured as the largest amount of benefit which is more likely than not (greater than 50% likely) to be realized upon ultimate settlement with the taxing authority. The Company recognizes interest accrued and penalties related to unrecognized tax benefits in Income tax expense. The Company adjusts these reserves in accordance with the income tax guidance when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different from the amounts recorded, such differences may affect the provision for income taxes in the period in which such determination is made and could have a material impact on the Company’s financial condition and operating results.
The Company computes its tax provision for interim periods by applying the estimated annual effective tax rate to year-to-date pre-tax income from recurring operations and adjusting for discrete tax items arising in that quarter. There were no discrete items that impacted the effective tax rate for the three and nine months ended September 30, 2023 and September 30, 2022, respectively. The rate remained consistent over the period due to the full valuation allowance recorded in the period.
The Company had an effective tax rate of 0% for the three and nine months ended September 30, 2023 and 2022, respectively. The Company has incurred U.S. operating losses and has minimal profits in foreign jurisdictions.
Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences are deductible. In making this determination, management considers all available positive and negative evidence affecting specific deferred tax assets, including the Company’s past and anticipated future performance, the reversal of deferred tax liabilities, the length of carry-back and carry-forward periods, and the implementation of tax planning strategies.
The Company had no unrecognized tax benefits as of September 30, 2023 and December 31, 2022.
It is the Company’s policy to recognize interest and penalties related to income tax matters in Income tax expense. The Company has not accrued any penalties related to uncertain tax positions due to offsetting tax attributes as of September 30, 2023 and December 31, 2022.
The Company files U.S. federal, state, and foreign income tax returns in jurisdictions with varying statutes of limitation. The only material jurisdiction where the Company is subject to potential examination by tax authorities is the U.S. (federal and state) for tax years 2020 through 2022.
Leases — The Company determines if a contract is a lease or contains a lease at the inception of the contract in accordance with ASC 842. All leases are assessed for classification as an operating lease or a finance lease. The lease term begins on the 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. The lease may include options to extend or terminate the lease. When it is reasonably certain that the option will be exercised, the Company reassess our conclusions to account for the modified contract.
Operating lease right-of-use assets represent the Company’s right to use an underlying asset during a lease term and are included in non-current assets on our unaudited condensed consolidated balance sheet. Operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease liabilities are divided into two classifications on our unaudited condensed consolidated balance sheet as a current liability, Short-term operating lease liabilities, and a non-current liability, Long-term operating lease liabilities. The Company does not have any finance lease right-of-use assets or finance lease liabilities.
The Company’s operating lease liabilities are recognized at the applicable lease commencement date based on the present value of the lease payments required to be paid over the lease term. The interest rate implicit in the lease is not readily determinable, therefore, the Company uses an estimated incremental borrowing rate to discount the lease payments to present value. The estimated incremental borrowing rate is derived from information available at the lease commencement date. The Company’s Operating lease right-of-use assets are also recognized at the applicable lease commencement date. The Operating lease right-of-use asset equals the carrying amount of the related operating lease liability, adjusted for any
lease payments made prior to lease commencement and lease incentives provided by the lessor. Variable lease payments are expensed as incurred and do not factor into the measurement of the applicable Operating lease right-of-use asset or operating lease liability.
The term of our leases equals the non-cancellable period of the lease, including any rent-free periods provided by the lessor, and also include options to renew or extend the lease (including by not terminating the lease) that we are reasonably certain to exercise. We establish the term of each lease at lease commencement and reassess that term in subsequent periods if a triggering event occurs. Operating lease cost for lease payments is recognized on a straight-line basis over the lease term.
Some lease contracts include lease and non-lease components. Trust Stamp elected the practical expedient offered by ASC 842 to not separate the lease components from non-lease components. As a result, the Company accounts for leases as a single lease component.
In addition, the Company elected not to recognize right-of-use assets and lease liabilities for leases term of twelve months or less. The short-term lease expenses are recognized on a straight-line basis over the lease term.
Commitments and Contingencies — Liabilities for loss contingencies arising from claims, disputes, legal proceedings, fines and penalties, and other sources are recorded when it is probable that a liability has been or will be incurred and the amount of the liability can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. Recoveries of such legal costs from insurance policies are recorded as an offset to legal expenses in the period they are received.
Treasury Stock — Repurchased treasury stock is recorded at cost. When treasury stock is resold at a price different than its historical acquisition cost, the difference is recorded as a component of Additional paid-in capital in the unaudited condensed consolidated balance sheets.
Net Loss per Share Attributable to Common Stockholders — Basic loss per share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. Diluted net loss per share is computed by giving effect to all potentially dilutive Class A Common Stock equivalents for the period. For the purposes of this calculation, stock-based awards, warrants, and the conversion option of convertible notes are considered to be potential common shares outstanding. Since the Company incurred net losses for each of the periods presented, diluted net loss per share is the same as basic net loss per share. The Company’s potential common shares outstanding were not included in the calculation of diluted net loss per share as the effect would be anti-dilutive.
Recent Accounting Pronouncements Not Yet Adopted — 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.
Recently Adopted Accounting Pronouncement — In June 2016, the FASB issued Accounting Standards Update No. 2016-13, “Financial Instruments - Credit Losses (Topic 326)” (“ASU 2016-13”). ASU 2016-13 revises the methodology for measuring credit losses on financial instruments and the timing of when such losses are recorded. In November 2019, FASB issued ASU 2019-10, “Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842).” This ASU defers the effective date of ASU 2016-13 for public companies that are considered smaller reporting companies as defined by the SEC to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company adopted this standard as of January 1, 2023, and the guidance did not have a material impact on its unaudited condensed consolidated financial statements or related disclosures.
2. Borrowings
Promissory Notes Payable
| | | | | | | | | | | |
| As of September 30, 2023 | | As of December 31, 2022 |
Malta loan receipt 3 – June 3, 2022 | $ | 485,564 | | | $ | 62,365 | |
Malta loan receipt 2 – August 10, 2021 | 299,806 | | | 303,778 | |
Malta loan receipt 1 – February 9, 2021 | 61,549 | | | 491,996 | |
Interest added to principal | 27,955 | | | 11,551 | |
Total principal outstanding | 874,874 | | | 869,690 | |
Plus: accrued interest | 28,958 | | | 16,775 | |
Total promissory notes payable | $ | 903,832 | | | $ | 886,465 | |
In May 2020, the Company formed a subsidiary in the Republic of Malta, Trust Stamp Malta Limited, 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, 2023, the balance received was $847 thousand which includes changes in foreign currency rates.
The Company will pay an annual interest rate of 2% over the European Central Banks (ECB) base rate as set on the beginning of the year in review. If the ECB rate is below negative 1%, the interest rate shall be fixed at 1%. The Company will repay a minimum of 10% of Trust Stamp Malta Limited’s pre-tax profits per annum capped at 15% of the amount due to the Corporation until the disbursed funds are repaid. At this time, Trust Stamp Malta Limited does not have any revenue-generating contracts and therefore, we do not believe any amounts shall be classified as current.
3. Warrants
Liability Classified Warrants
The following table presents the change in the liability balance associated with the liability classified warrants, which are classified in Level 3 of the fair value hierarchy from January 1, 2022 to September 30, 2023:
| | | | | |
| Warrants ($) |
Balance as of January 1, 2022 | $ | 374,694 | |
Additional warrants issued | — | |
Change in fair value | (113,125) | |
Balance as of December 31, 2022 | $ | 261,569 | |
Additional warrants issued | — | |
Change in fair value | (3,473) | |
Balance as of September 30, 2023 | $ | 258,096 | |
As of September 30, 2023, 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, 2023.
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, 2023, the warrant liability is recorded at $8 thousand which is a $4 thousand decrease, recorded to Change in fair value of warrant liability, from the balance of $12 thousand as of December 31, 2022.
| | | | | |
Fair Value of Warrants | $1.28 — $2.57 |
Exercise price | $0.59 — $0.96 |
Risk free interest rate | 4.09% — 4.74% |
Expected dividend yield | — | % |
Expected volatility | 80.79% — 92.90% |
Expected term | 3 years |
Equity Classified Warrants
| | | | | | | | | | | | | | | | | | | | |
| | | | As of September 30, | | As of December 31, |
Warrant Issuance Date | | Strike Price | | 2023 | | 2022 |
November 9, 2016 | | $ | 3.12 | | | 80,128 | | 80,128 |
January 23, 2020 | | $ | 8.00 | | | 186,442 | | 186,442 |
January 23, 2020 | | $ | 8.00 | | | 524,599 | | 524,599 |
August – December 2021 | | $ | 20.00 | | | — | | 268,743 |
January – February 2022 | | $ | 20.00 | | | — | | 15,171 |
September 14, 2022 | | $ | 2.30 | | | 120,000 | | 390,000 |
April 18, 2023 | | $ | 3.30 | | | 1,573,330 | | — |
June 5, 2023 | | $ | 2.30 | | | 1,279,700 | | — |
Total warrants outstanding | | | | 3,764,199 | | 1,465,083 |
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.
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 an exercise 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.
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 $3.26 million 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, 2023.
The Company issued 271,593 warrants from August 2021 to December 2021 and 15,421 warrants from January 2022 to February 2022 related to the Regulation CF, D, and S common stock and warrant offerings. These warrants became exercisable on January 26, 2022 when the Company received SEC qualification of its offering statement on Form 1-A. These warrants expire as of the earlier of: (a) January 26, 2023, (b) the acquisition of the Company by another entity, or (c) immediately prior to the closing of a firm commitment underwritten public offering. On August 25, 2022, we refunded $5,000 in units (comprised of common stock and warrants) sold in the Company's Regulation CF offering to two investors resulting in the cancellation of 250 warrants.
During the quarter ended September 30, 2022, investors exercised 2,850 warrants at an exercise price of $20.00 per share, resulting in total cash proceeds of $57 thousand to the Company for the warrant exercises.
The warrants to purchase the remaining 283,914 shares of the Company’s Class A Common Stock expired on January 26, 2023 and are no longer outstanding as of September 30, 2023.
On September 11, 2022, the Company entered into a Securities Purchase Agreement (the “SPA”) with Armistice Capital Master Fund Ltd. Pursuant to the terms of the SPA, the Company agreed, at the closing of the SPA, to sell and issue to the Armistice Capital Master Fund Ltd. in a private placement 195,000 shares of Class A Common Stock of the Company and warrants to purchase 390,000 shares of Class A Common Stock of the Company at an exercise price of $8.85 for a total purchase price of $1,511,250. The Company incurred offering costs of $90,675 from this transaction that were recorded as a reduction of the gross proceeds. The 390,000 warrants may be exercised at any time by Armistice Capital Master Fund Ltd. starting on the issuance date, September 14, 2022, until the five year and six-month anniversary thereafter.
The warrants also allow for a “cashless exercise” if, at any time after the six (6) month anniversary of the issue date of the warrants there is no effective registration statement registering the resale of the Class A Common Stock issuable pursuant to the warrants. In such a case, then warrants may also be exercised, in whole or in part, by means of a cashless exercise in which Armistice Capital Master Fund Ltd. will be entitled to receive a number of shares of Class A Common Stock as described in the warrants. Trust Stamp filed the registration statement on September 30, 2022 and received the notice of effectiveness on January 26, 2023.
On June 5, 2023, the Company entered into an Amendment to Existing Warrants agreement with Armistice Capital Master Fund Ltd. Pursuant to the terms of the Amendment to Existing Warrants, the exercise price for the warrants to purchase 390,000 shares of Class A Common Stock of the Company is reduced to $2.30 for a total purchase price of $897,000. In addition, the expiration date for the 390,000 warrants is amended allowing the exercise of the warrant at any time by Armistice Capital Master Fund Ltd. starting on the closing of the offering, June 5, 2023, until the five year anniversary thereafter.
On August 18, 2023, the institutional investor exercised 270,000 warrants to purchase shares of Class A Common Stock of the Company at a price of $2.30 per warrant, resulting in an issuance by the Company of 270,000 shares of Class A Common Stock for total proceeds of $621,000.
The warrants to purchase the remaining 120,000 shares of the Company’s Class A Common Stock remain outstanding as of September 30, 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.
The common stock purchase warrants to purchase 1,573,330 shares of the Company’s Class A Common Stock remain outstanding as of September 30, 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.
The common stock purchase warrants to purchase 1,279,700 shares of the Company’s Class A Common Stock remain outstanding as of September 30, 2023.
4. Balance Sheet Components
Prepaid expenses and other current assets
Prepaid expenses and other current assets as of September 30, 2023 and December 31, 2022 consisted of the following:
| | | | | | | | | | | |
| September 30, 2023 | | December 31, 2022 |
Prepaid operating expenses | $ | 315,187 | | | $ | 225,756 | |
Rent deposit | 31,388 | | | 55,981 | |
Value added tax receivable | 102,699 | | | 71,742 | |
Tax credit receivable (short-term) | 66,135 | | | 218,239 | |
Miscellaneous receivable | 29,792 | | | 8,368 | |
Prepaid expenses and other current assets | $ | 545,201 | | | $ | 580,086 | |
Capitalized internal-use software, net
Capitalized internal-use software, net as of September 30, 2023 and December 31, 2022 consisted of the following:
| | | | | | | | | | | | | | | | | |
| Useful Lives | | September 30, 2023 | | December 31, 2022 |
Internally developed software | 5 Years | | $ | 3,754,896 | | | $ | 3,314,450 | |
Less: Accumulated depreciation | | | (2,293,295) | | | (1,895,778) | |
Capitalized internal-use software, net | | | $ | 1,461,601 | | | $ | 1,418,672 | |
Amortization expense is recognized on a straight-line basis and for the three months ended September 30, 2023 and 2022 totaled $140 thousand and $132 thousand, respectively. Amortization expense is recognized on a straight-line basis and for the nine months ended September 30, 2023 and 2022 totaled $419 thousand and $379 thousand, respectively.
The Company determined that as of September 30, 2023, $17 thousand of Capitalized internal-use software was impaired. The impaired Capitalized internal-use software was expensed to Research and development during the nine months ended September 30, 2023.
Property and equipment, net
Property and equipment, net as of September 30, 2023 and December 31, 2022 consisted of the following:
| | | | | | | | | | | | | | | | | |
| Useful Lives | | September 30, 2023 | | December 31, 2022 |
Computer equipment | 3-4 Years | | $ | 143,796 | | | $ | 148,832 | |
Furniture and fixtures | 10 Years | | 26,864 | | | 27,220 | |
Mobile hardware | 2.5 years | | — | | | 297,150 | |
Property and equipment, gross | | | 170,660 | | | 473,202 | |
Less: Accumulated depreciation | | | (110,111) | | | (172,538) | |
Property and equipment, net | | | $ | 60,549 | | | $ | 300,664 | |
Depreciation expense is recognized on a straight-line basis and for the three months ended September 30, 2023 and 2022 totaled $10 thousand and $42 thousand, respectively. Depreciation expense is recognized on a straight-line basis and for the nine months ended September 30, 2023 and 2022 totaled $62 thousand and $94 thousand, respectively.
On April 26, 2023, the Company sold a portion of the mobile hardware for a gross sales price of $180 thousand and a gain of $108 thousand. On May 26, 2023, the Company sold another portion of the mobile hardware for a gross sales price of $197 thousand and a gain of $108 thousand.
Accrued expenses
Accrued expenses as of September 30, 2023 and December 31, 2022 consisted of the following:
| | | | | | | | | | | |
| September 30, 2023 | | December 31, 2022 |
Compensation payable | $ | 353,662 | | | $ | 171,851 | |
Commission liability | 24,379 | | | 58,771 | |
Accrued employee taxes | 433,096 | | | 591,992 | |
Accrued mobile expenses | — | | | 177,099 | |
Other accrued liabilities | 50,256 | | | 100,111 | |
Accrued expenses | $ | 861,393 | | | $ | 1,099,824 | |
5. Goodwill and Intangible Assets, Net
There were no changes in the carrying amount of Goodwill for the periods ended September 30, 2023 and December 31, 2022.
Intangible assets, net as of September 30, 2023 and December 31, 2022 consisted of the following:
| | | | | | | | | | | | | | | | | |
| Useful Lives | | September 30, 2023 | | December 31, 2022 |
Patent application costs | 3 Years | | $ | 460,453 | | | $ | 382,285 | |
Trade name and trademarks | 3 Years | | 67,463 | | | 68,356 | |
Intangible assets, gross | | | 527,916 | | | 450,641 | |
Less: Accumulated amortization | | | (313,218) | | | (198,955) | |
Intangible assets, net | | | $ | 214,698 | | | $ | 251,686 | |
The Company added 4 patents and 1 trademark during the nine months ended September 30, 2023. The patents issued during the nine months ended September 30, 2023 increased our total number of patents to 17 and include:
•On August 29, 2023, the Company received Notice of Issuance together with a Notice of Allowance on August 17, 2023 both entitled “Systems and Processes for Lossy Biometric Representation.” These patents further expand our intellectual property portfolio related to the tokenization of biometric data and broaden our patent coverage by removing the necessity to use a neural network in our irreversible transformation process.
•On August 15, 2023, the Company received Notice of Issuance for a patent entitled “Systems and Methods for Identity Authentication via Third Party Accounts.” This technology, while leveraging our core privacy-first technologies, provides an optional interlock between different types of user accounts benefiting from the strengths that each can offer in terms of user authentication to produce a more resilient user-centric ecosystem.
•On July 25, 2023, the Company received Notice of Issuance for a patent entitled “Systems and Methods for Privacy-Secured Biometric Identification and Verification.” For the last six years we have invested heavily in research and development which has created a solid foundation for our current and future generations of cutting edge, privacy-first identity products and this patent reflects our systems and methods for matching an encrypted biometric input record with stored encrypted biometric record without data decryption of the input and at least one stored record.
Intangible asset amortization expense is recognized on a straight-line basis and intangible asset amortization expense for the three months ended September 30, 2023 and 2022 totaled $40 thousand and $29 thousand, respectively. Intangible asset amortization expense is recognized on a straight-line basis and intangible asset amortization expense for the nine months ended September 30, 2023 and 2022 totaled $115 thousand and $75 thousand, respectively.
Estimated future amortization expense of Intangible assets, net is as follows:
| | | | | | | | |
Years Ending December 31, | | Amount |
2023 | | $ | 40,709 | |
2024 | | 106,971 | |
2025 | | 56,368 | |
2026 | | 10,650 | |
| | $ | 214,698 | |
6. Net Loss per Share Attributable to Common Stockholders
The following table presents the calculation of basic and diluted net loss per share:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended September 30, | | Nine months ended September 30, |
| 2023 | | 2022 | | 2023 | | 2022 |
Numerator: | | | | | | | |
Net loss attributable to common stockholders | $ | (35,162) | | | $ | (3,439,892) | | | $ | (4,752,980) | | | $ | (8,054,240) | |
| | | | | | | |
Denominator: | | | | | | | |
Weighted average shares used in computing net loss per share attributable to common stockholders | 8,155,617 | | 4,693,465 | | 6,658,205 | | 4,632,683 |
| | | | | | | |
Net loss per share attributable to common stockholders | $ (0.00) | | $ | (0.75) | | | $ | (0.71) | | | $ | (1.75) | |
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:
| | | | | | | | | | | |
| September 30, 2023 | | September 30, 2022 |
Options, RSUs, and grants | 791,410 | | 732,744 |
Warrants | 4,528,193 | | 1,676,057 |
Total | 5,319,603 | | 2,408,801 |
7. 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.
During the three and nine months ended September 30, 2023 and 2022, the Company entered into agreements with advisory board members and other external advisors to issue cash payments and stock awards in exchange for services rendered to the Company monthly. The total granted stock-based awards to advisory board members and other external advisors during the three months ended September 30, 2023 and 2022 included grants totaling, $0 and $45 thousand, respectively, options totaling $0, and RSUs totaling $10 thousand and $55 thousand, respectively.
The total granted stock-based awards to advisory board members and other external advisors during the nine months ended September 30, 2023 and 2022 included grants totaling, $0 and $49 thousand, respectively, options totaling $0, and RSUs totaling $19 thousand and $109 thousand, respectively.
In addition to issuing stock awards to advisory board members and other external advisors, during the three and nine months ended September 30, 2023 and 2022, the Company granted stock-based awards to multiple employees. The total granted stock-based awards to employees during the three months ended September 30, 2023 and 2022 included grants totaling, $18 thousand and $50 thousand, respectively, options totaling $3 thousand and $9 thousand, respectively, and RSUs totaling $116 thousand and $691 thousand, respectively.
The total granted stock-based awards to employees during the nine months ended September 30, 2023 and 2022 included grants totaling, $65 thousand and $272 thousand, respectively, options totaling $10 thousand and $52 thousand, respectively, and RSUs totaling $211 thousand and $1.12 million, respectively.
The following table summarizes stock option activity for the three and nine months ended September 30, 2023:
| | | | | | | | | | | | | | | | | | | | | | | |
| Options Outstanding | | Weighted Average Exercise Price Per Share | | Weighted Average Remaining Contractual Life (years) | | Aggregate Intrinsic Value |
Balance as of January 1, 2022 | 395,002 | | $ | 6.40 | | | 2.42 | | $ | 5,365,737 | |
Options granted | 7,443 | | 3.20 | | | | | |
Options exercised | (15,121) | | 6.30 | | | | | |
Options canceled and forfeited | (215) | | 4.40 | | | | | |
Balance as of December 31, 2022 | 387,109 | | $ | 6.40 | | | 1.45 | | $ | — | |
Options granted | 2,647 | | 3.01 | | | | | |
Options exercised | (1,230) | | 3.25 | | | | | |
Options canceled and forfeited | (756) | | 7.94 | | | | | |
Balance as of March 31, 2023 | 387,770 | | $ | 6.37 | | | 1.21 | | $ | — | |
Options granted | 2,675 | | 2.24 | | | | | |
Options exercised | — | | — | | | | | |
Options canceled and forfeited | (937) | | 6.40 | | | | | |
Balance as of June 30, 2023 | 389,508 | | $ | 6.34 | | | 0.98 | | $ | — | |
Options granted | 3,241 | | 1.85 | | | | | |
Options exercised | — | | — | | | | | |
Options canceled and forfeited | (1,083) | | 5.54 | | | | | |
Balance as of September 30, 2023 | 391,666 | | $ | 6.31 | | | 0.75 | | $ | — | |
Options vested and exercisable as of September 30, 2023 | 391,666 | | $ | 6.31 | | | 0.75 | | $ | — | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Options Outstanding | | Weighted Average Exercise Price Per Share | | Weighted Average Remaining Contractual Life (years) | | Aggregate Intrinsic Value |
Balance as of January 1, 2023 | 387,109 | | $ | 6.40 | | | 1.45 | | $ | — | |
Options granted | 8,563 | | 2.28 | | | | | |
Options exercised | (1,230) | | 3.25 | | | | | |
Options canceled and forfeited | (2,776) | | 6.48 | | | | | |
Balance as of September 30, 2023 | 391,666 | | | 6.31 | | | 0.75 | | |