authID Inc. Files 8-K with Material Agreements and Shareholder Votes

TL;DR

authID Inc. filed an 8-K on 6/24/24 covering new deals, bylaws changes, and shareholder votes.

AI Summary

On June 24, 2024, authID Inc. filed an 8-K report detailing several key events. The company entered into a material definitive agreement, amended its articles of incorporation or bylaws, and submitted matters to a vote of security holders. The filing also includes financial statements and exhibits.

Why It Matters

This filing indicates significant corporate actions, including new agreements and potential changes in governance or structure, which could impact the company's future operations and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and changes to corporate governance, which can introduce new risks or alter existing ones.

Key Players & Entities

• authID Inc. (company) — Registrant
• June 24, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• 001-40747 (identifier) — SEC File Number
• 46-2069547 (identifier) — IRS Number

FAQ

Key Financial Figures

• $0.0001 — ich registered Common Stock par value $0.0001 per share AUID The Nasdaq Stock Mar
• $7.50 — Common Stock ") at a per share price of $7.50 per share and at a price of $8.16 per s
• $8.16 — ce of $7.50 per share and at a price of $8.16 per share for purchasers who are direct
• $80,000 — le retainer and other payments totaling $80,000 and has agreed to issue stock purchase
• $60,000 — ompany also agreed to reimburse Madison $60,000 for fees and expenses of legal counsel

Filing Documents

• ea0208660-8k_authid.htm (8-K) — 53KB
• ea020866001ex3-1_authid.htm (EX-3.1) — 17KB
• ea020866001ex5-1_authid.htm (EX-5.1) — 8KB
• ea020866001ex10-1_authid.htm (EX-10.1) — 167KB
• ea020866001ex10-2_authid.htm (EX-10.2) — 84KB
• ea020866001ex10-3_authid.htm (EX-10.3) — 52KB
• image_001.jpg (GRAPHIC) — 3KB
• ex10-2_001.jpg (GRAPHIC) — 13KB
• ex10-2_002.jpg (GRAPHIC) — 9KB
• 0001213900-24-056729.txt ( ) — 686KB
• auid-20240624.xsd (EX-101.SCH) — 3KB
• auid-20240624_lab.xml (EX-101.LAB) — 33KB
• auid-20240624_pre.xml (EX-101.PRE) — 22KB
• ea0208660-8k_authid_htm.xml (XML) — 4KB

01. Entry into a Material Definitive

Item 1.01. Entry into a Material Definitive Agreement. On June 24, 2024, authID Inc. (the " Company ") entered into a securities purchase agreement with accredited investors (the " Purchase Agreement "), pursuant to which the Company agreed to issue and sell, in a registered offering (the " Offering ") an aggregate of 1,464,965 shares (the " Shares ") of the Company's common stock, par value $0.0001 per share (the " Common Stock ") at a per share price of $7.50 per share and at a price of $8.16 per share for purchasers who are directors, officers, employees or consultants of the Company. The purchasers under the Purchase Agreement included Stephen J. Garchik and one director of the Company. The Registered Shares were offered and sold pursuant to a base prospectus, dated November 10, 2021, and a prospectus supplement, dated June 26, 2024, in connection with a takedown from the Company's shelf registration statement on Form S-3 (Registration No. 333-260641). On June 12, 2024, the Company entered into an engagement agreement (the " Engagement Agreement ") with Madison Global Partners, LLC (" Madison "), pursuant to which Madison agreed to serve as non-exclusive exclusive placement agent for the issuance and sale of the Shares. The Company has agreed to pay Madison an aggregate cash fee equal to 7.0% of the gross proceeds received by the Company from the sale of the securities in the Offering, as well as non-refundable retainer and other payments totaling $80,000 and has agreed to issue stock purchase warrants (the " Madison Warrants ") to purchase up to 102,547 shares of common stock of the Company, which is equal to 7.0% of the aggregate number of Shares placed in the Offering. Pursuant to the Engagement Agreement, the Company also agreed to reimburse Madison $60,000 for fees and expenses of legal counsel and other out-of-pocket expenses. The Engagement Agreement has indemnity and other customary provisions for transactions of this nature. The foregoing descripti

03 Amendments to Articles of Incorporation or Bylaws; Change

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On June 26, 2024, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware to decrease the number of authorized shares of common stock from 250,000,000 to 150,000,000 shares (the "Authorized Share Decrease"). The Authorized Share Decrease was approved by the Company's stockholders at the Annual Meeting of Stockholders held on June 26, 2024. A copy of the Certificate of Amendment is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. 1

07 Submission of Matters to a Vote of

Item 5.07 Submission of Matters to a Vote of Security Holders The Company held its Annual Meeting on June 26, 2024 virtually by conference call and live stream. Of the 9,450,220 shares of Common Stock outstanding on May 3, 2024, the record date, 6,932,817 shares were represented at the Annual Meeting, in person or by proxy, constituting a quorum. The proposals considered at the Annual Meeting are described in detail in the Proxy Statement. The proposals described below were voted upon at the Annual Meeting and the number of votes cast with respect to each proposal was as set forth below: (1) Elect seven directors until such nominee's successor is duly elected and qualified, or until the nominee's earlier death, resignation or removal. The seven directors receiving the highest vote were appointed to the board. The following directors were elected to the board. For Withheld Rhoniel A. Daguro 5,539,389 11,397 Ken Jisser 5,527,930 22,856 Michael L. Koehneman 5,510,752 40,034 Kunal Mehta 5,538,739 12,047 Thomas R. Szoke 5,525,645 25,141 Michael C. Thompson 5,538,922 11,864 Jacqueline L. White 4,524,311 1,026,475 (2) Ratified the appointment of Cherry Bekaert LLP as the Company's independent auditors for the fiscal year ending December 31, 2024. This matter was determined based on majority of the votes cast. For Against Abstain 6,832,239 5,092 95,486 (3) Approved an amendment to our Amended and Restated Certificate of Incorporation to decrease the number of authorized shares of common stock from 250,000,000 to 150,000,000. For Against Abstain 6,837,189 16,855 78,773 (4) Approved and ratified the adoption of the 2024 Equity Incentive Plan ("2024 Plan") and the authorization of 395,000 shares of common stock for issuance under the 2024 Plan. For Against Abstain 5,474,992 58,267 17,527 (5) Approved, on an advisory basis, the compensation of the Company's named executive officers; For Against

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Index of Exhibits Exhibit No. Description 3.1 Certificate of Amendment to the Certificate of Incorporation 5.1 Opinion of Fleming PLLC 10.1* Form of Securities Purchase Agreement, dated as of June 24, 2024, between the Company and accredited investors 10.2 Engagement Agreement, dated as of June 12, 2024 between the Company and Madison Global Partners, LLC 10.3 Stock Purchase Warrant issued to Madison Global Partners, LLC 23.1 Consent of Fleming PLLC (included in Exhibit 5.1) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Certain schedules and exhibits to this agreement have been omitted pursuant to Instruction 4 to Item 1.01 of Form 8-K. A copy of any omitted schedule or exhibit will be furnished to the SEC upon request. 2

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. authID Inc. Date: June 27, 2024 By: /s/ Edward Sellitto Name: Edward Sellitto Title: Chief Financial Officer 3

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