T Stamp IncIDAI
T Stamp Inc Debt Disclosure
Borrowings
On July 1, 2025, the Company received a loan from Streeterville Capital LLC pursuant to a Secured Promissory Note in the principal amount of $2.21 million. The purchase price of the note was $2,000,000 and carried an original issue discount of $200 thousand and legal fees incurred in connection with the purchase and sale of the note of $10 thousand. The note accrues interest at nine percent (9%) per annum and is due and payable on November 1, 2026. The Company may prepay all or a portion of the outstanding principal and interest of the note at any time. On October 1, 2025 the Company repaid the Secured Promissory Note in full totaling $2,261,413, including $51,413 of total interest expense. As of December 31, 2025, the Secured Promissory Note balance was $0.
Promissory Notes Payable
| As of December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Malta loan receipt 3 – June 3, 2022 | $ | 538,114 | $ | 474,662 | |||||||
| Malta loan receipt 2 – August 10, 2021 | 332,252 | 293,075 | |||||||||
| Malta loan receipt 1 – February 9, 2021 | 68,211 | 60,168 | |||||||||
| Interest added to principal | 140,375 | 65,587 | |||||||||
| Total principal outstanding | 1,078,952 | 893,492 | |||||||||
| Plus: accrued interest | 48,985 | 58,235 | |||||||||
| Total promissory notes payable | $ | 1,127,937 | $ | 951,727 | |||||||
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 December 31, 2025, the balance received was $939 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 has limited revenue-generating contracts and therefore, we do not believe any amounts shall be classified as current. The Malta loan interest rate decreased from 6.50% for the year ended December 31, 2024 to 5.15% for the year ended December 31, 2025.
Subordinated Business Loans
| December 31, 2025 | December 31, 2024 | ||||||||||
| Agile Loan - July 9, 2024 | $ | — | $ | 315,000 | |||||||
| Agile Loan - August 29,2024 | $ | — | $ | 530,000 | |||||||
| Interest added to Agile Loan - July 9, 2024 | $ | — | $ | 138,600 | |||||||
| Interest added to Agile Loan - August 29, 2024 | $ | — | $ | 233,200 | |||||||
| Total principal and interest outstanding | $ | — | 1,216,800 | ||||||||
| Less: loan repayments | $ | — | $ | 1,216,800 | |||||||
| Total promissory notes payable | $ | — | $ | — | |||||||
On July 9, 2024, the Company entered into a subordinated secured promissory note with Agile Lending, LLC ("Agile Loan - July 9, 2024") as lead lender (“Agile”) and Agile Capital Funding, LLC as collateral agent, which provides for a term loan to the Company of $454 thousand with the principal amount of $315 thousand and interest of $139 thousand. Commencing July 18, 2024, the Company is required to make weekly payments of $16 thousand until the due date, January 23, 2025. The loan may be prepaid subject to a prepayment fee. An administrative agent fee of $15 thousand was paid on the loan. In connection with the loan, Agile was issued a subordinated secured promissory note, dated July 9, 2024, in the principal amount of $315 thousand which note is secured by all of the Borrower’s assets, including receivables.
On August 29, 2024, the Company entered into another subordinated secured promissory note with Agile Lending, LLC ("Agile Loan - August 29, 2024") as lead lender (“Agile”) and Agile Capital Funding, LLC as collateral agent, which provides for a term loan to the Company of $763 thousand with the principal amount of $530 thousand and interest of $233 thousand. Commencing September 6, 2024, the Company is required to make weekly payments of $27 thousand until the due date, March 14, 2025. The loan may be prepaid subject to a prepayment fee. An administrative agent fee of $27 thousand was paid on the loan. In connection with the loan, Agile was issued a subordinated secured promissory note, dated August 29, 2024, in the principal amount of $530 thousand which note is secured by all of the Borrower’s assets, including receivables.
On November 15, 2024, the last payment was made by the Company to Agile in order to settle the remaining balance of the promissory note. Even though the Company decided to repay all the balance remaining of the loan ahead of schedule, as per one of the contract clauses, the agreement specified a "Make-Whole Premium," which means that the Company must pay the remaining interest that would have accrued through the full 28 weeks, even if repaying early. The remaining interest that would have accrued for the Agile Loan - July 9, 2024 amounted to $20 thousand, meanwhile for Agile Loan - August 29, 2024, this amounted to $150 thousand. This resulted in a final figure of $1,216,800, which represents the total amount owed by the Company and also the total amount paid by the Company to Agile.
Secured Promissory Note
| As of December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| SentiLink loan agreement - November 13, 2024 | $ | 3,000,000 | $ | 3,000,000 | |||||||
| Interest added to principal | $ | 56,384 | 56,384 | ||||||||
| Total principal and interest outstanding | 3,056,384 | 3,056,384 | |||||||||
| Plus: accrued interest | 12,657 | — | |||||||||
| Less: payments | (3,069,041) | — | |||||||||
| Total secured promissory note payable | $ | — | $ | 3,056,384 | |||||||
On November 13, 2024, the Company entered into a secured promissory note with SentiLink Corporation whereas the Company promised to pay to SentiLink Corp. the principal sum of $3,000,000. Interest expense accrued from the date of
this Promissory Note on the unpaid principal amount at a rate equal to 14% per annum, computed as simple interest on the basis of a year of 365 days. On January 10, 2025 the Company repaid the secured promissory note in full totaling $3,069,041, including $69,041 of total interest expense.
| As of December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
Streeterville Capital LLC loan agreement - July 1, 2025 | $ | 2,210,000 | $ | — | |||||||
| Interest added to principal | 51,413 | — | |||||||||
| Total principal and interest outstanding | 2,261,413 | — | |||||||||
| Less: payments for principal and interest | (2,261,413) | — | |||||||||
| Total secured promissory note payable | $ | — | $ | — | |||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 31, 2026 | Showing above |
| 2024 | Mar 31, 2025 | |
| 2023 | Apr 1, 2024 | |
| 2022 | Mar 30, 2023 | |
| 2021 | Apr 7, 2022 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.