authID Announces Pricing of Up To $1,350,000 Private Placement Offering

Existing April 2026 debenture holders agreed to defer maturity until February 28, 2027, alongside the new financing agreement.

Rhea-AI Summary

authID (NASDAQ: AUID) entered into a definitive private placement agreement expected to raise approximately $1,350,000 in gross proceeds.

The offering comprises senior secured convertible debentures, debt holders can convert into common stock, and warrants to purchase common shares. The debentures are convertible at each holder’s option at $0.386; the warrants have a $0.50 exercise price. Warrant exercise requires stockholder approval, and conversion and warrant issuance and exercise remain subject to applicable securities laws, Nasdaq rules and governing documents. Closing is expected to commence on or about October 6, 2026, subject to customary closing conditions. Gross proceeds exclude placement agent fees and other offering expenses. authID intends to use net proceeds for working capital and general corporate purposes. Holders of senior secured debentures issued in April 2026 agreed to extend maturity to February 28, 2027.

2 points · 1 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

1 major · 4 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Major point. Forward-looking: it has not happened yet and may not happen.Private placement expected to provide approximately $1,350,000 in gross proceeds. 18% of market cap
• Moderate pointApril 2026 debenture holders agreed to extend maturity to February 28, 2027.

Negative

• Major point. Forward-looking: it has not happened yet and may not happen.Debentures convertible at $0.386 and warrants exercisable at $0.50 create potential shareholder dilution.
• Minor point. Forward-looking: it has not happened yet and may not happen.Senior secured convertible debentures add debt obligations under the offering.
• Minor pointStockholder approval is required before warrant exercise; securities laws, Nasdaq rules and governing documents also apply.
• Minor point. Forward-looking: it has not happened yet and may not happen.Placement agent fees and offering expenses will reduce proceeds available to authID.

Argus 15 min delay 68 alerts

-2.75% vs previous close $0.49 last price 19.3x rel. volume Open Argus

Details

Market Reaction – AUID

$0.38 – $0.60 Day Range

$8.16M Market Cap

On Oct 5, the day this news came out, the latest delayed price for AUID is 2.75% below the previous close. Our momentum scanner has recorded 68 alerts for this stock so far that day. The latest delayed price is $0.49. Relative volume is exceptionally heavy at 19.3x the average.

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Key Figures

Expected gross proceeds: approximately $1,350,000 Debenture conversion price: $0.386 Warrant exercise price: $0.50 +2 more

Expected gross proceeds

approximately $1,350,000

Before placement agent fees and other offering expenses

Debenture conversion price

$0.386

At each holder's option

Warrant exercise price

$0.50

Warrants to purchase common stock

Extended debenture maturity

February 28, 2027

Senior secured debentures issued in April 2026

Expected offering closing

On or about October 6, 2026

Subject to customary closing conditions

Key Terms

senior secured convertible debentures, private placement, registration rights agreement, regulation d

4 terms

senior secured convertible debentures financial

"sell Senior Secured Convertible Debentures (the “Debentures”) and Warrants"

A senior secured convertible debenture is a loan instrument that behaves like a bond: the lender has a top-priority claim on the company’s assets if things go wrong (senior and secured) and also holds the right to swap the debt for shares of the company at a set price (convertible). It matters to investors because it combines lower risk from collateral and repayment priority with potential upside from converting into stock, while also creating possible future share dilution for existing shareholders.

private placement financial

"pursuant to a private placement offering (the “Offering”)"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

registration rights agreement financial

"the parties also entered into a registration rights agreement"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

regulation d regulatory

"and/or Regulation D promulgated thereunder"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Holders of Debentures Issued in April 2026 Agree to Extend Maturity through February 2027

DENVER, Oct. 05, 2026 (GLOBE NEWSWIRE) -- authID Inc. (NASDAQ: AUID) (“authID” or the “Company”), a leading provider of biometric identity verification and authentication solutions, today announced it has entered into a definitive agreement with investors to sell Senior Secured Convertible Debentures (the “Debentures”) and Warrants to purchase shares of the Company’s common stock (the “Warrants”) pursuant to a private placement offering (the “Offering”).

The Debentures are convertible into Common Stock at the option of each Holder at a price of $0.386. The Warrants will have an exercise price of $0.50. The conversion of the Debentures, and issuance and exercise of the Warrants shall remain subject to compliance with applicable securities laws, Nasdaq rules and the Company’s governing documents, including stockholder approval prior to any exercise of the Warrants.

The aggregate gross proceeds from the Offering are expected to be approximately $1,350,000 before deducting placement agent fees and other Offering expenses.  

The closing of the Offering is expected to occur commencing on or about October 6, 2026, subject to the satisfaction of customary closing conditions.

In addition the holders of Senior Secured Debentures issued in April 2026, agreed to extend the maturity date of their debentures to February 28, 2027.

Madison Global Partners, LLC acted as a non-exclusive Placement Agent in connection with the offering. Madison Global Partners, LLC also served as a non-exclusive financial advisor to the Company, providing strategic guidance throughout the transaction.

In addition to its placement activities, Madison Global Partners, LLC delivers a range of advisory and investment services, including capital markets advisory, transaction structuring, and strategic financial consulting. Their involvement reflects the Company’s commitment to leveraging experienced financial partners to support its growth initiatives and long-term value creation strategy.

authID intends to use the net proceeds for working capital and general corporate purposes.

The Debentures and the Warrants described above are being offered and sold in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder. The Debentures, the Warrants, the Conversion Shares and the shares of common stock issuable upon exercise of the Warrants and Placement Agent Warrants have not been registered under the Securities Act or applicable state securities laws. Accordingly, these securities may not be reoffered or resold in the United States absent registration with the SEC or an applicable exemption from such registration requirements.

In connection with the Offering, the parties also entered into a registration rights agreement, pursuant to which the Company has agreed to file one or more registration statements with the SEC covering the resale of the shares of common stock issuable upon the exercise of the Warrants, issuable upon Conversion of the Conversion Shares and the Placement Agent Warrants.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About authID Inc.

authID (Nasdaq: AUID) ensures enterprises “Know Who's Behind the Device™” for every customer or employee login and transaction through its easy-to-integrate, patented, biometric identity platform. authID quickly and accurately verifies a user's identity, leveraging a 1-in-1-billion false positive rate for the highest level of assurance, coupled with industry-leading speed and privacy-preserving technology. Its IDX platform secures the distributed workforce of employees and contractors, while enforcing authorization and accountability for AI agents. By creating a biometric root of trust for each user, authID stops fraud at onboarding, prevents account takeover, detects and stops deepfakes, eliminates password risks and costs, and provides the fastest, frictionless, and most accurate user identity experience in the industry. 

For more information, please visit authID.ai

Investor Relations Contacts

Investor-Relations@authid.ai

Cautionary Statement Regarding Forward-Looking Statements:

This Press Release includes “forward-looking statements.” All statements other than statements of historical facts included herein are forward-looking statements. Actual results may vary materially from the results anticipated by these forward-looking statements as a result of a variety of risk factors. See the Company’s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2025, filed at www.sec.gov and other documents filed with the SEC for risk factors which investors should consider. These forward-looking statements speak only as to the date of this release and cannot be relied upon as a guide to future performance. authID expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained in this release to reflect any changes in its expectations with regard thereto or any change in events, conditions, or circumstances on which any statement is based.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much does authID expect to raise in its private placement, and when will it close?

authID expects approximately $1,350,000 in gross proceeds, with closing expected to commence on or about October 6, 2026, subject to customary closing conditions. Placement agent fees and other offering expenses will be deducted from gross proceeds.

What are the conversion and warrant exercise prices in authID’s private placement?

The debentures are convertible into common stock at each holder’s option at $0.386, and the warrants have an exercise price of $0.50. Stockholder approval is required before any warrant exercise. Conversion and warrant issuance and exercise remain subject to applicable securities laws, Nasdaq rules and the company’s governing documents.