authID: $13.3M loss and going-concern warning
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
authID Inc. reported net revenues of $1,233,925 and a net loss of $13,299,772 for the nine months ended September 30, 2026, compared with $1,634,709 and $13,897,567, respectively, a year earlier. Third-quarter net revenues were $263,155, versus negative $106,146 a year earlier. Cash used in operating activities was $7,432,040, down from $11,789,465; cash was $954,483 at September 30, 2026.
The company disclosed substantial doubt about its ability to continue as a going concern for 12 months from issuance, citing financing and cash-flow needs. Subsequent to quarter-end, it received $1,000,000 under a non-exclusive license and raised $1,350,000 gross from convertible debentures. Aggregate principal of $5,815,000 is due February 28, 2027, unless converted. Nasdaq accepted its equity-compliance plan and granted until February 15, 2027, to evidence compliance; failure may result in delisting.
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.
Hollow bars mark forward-looking points. How the balance works
Positive
- Moderate pointNine-month operating cash use fell to $7,432,040 from $11,789,465.
Negative
- Major pointauthID cited substantial doubt about continuing as a going concern for 12 months.
- Major point. Forward-looking: it has not happened yet and may not happen.Senior secured debentures of $5,815,000 mature February 28, 2027, unless converted. 1.8× market cap
- Major point. Forward-looking: it has not happened yet and may not happen.Failure by February 15, 2027 to regain equity compliance risks delisting.
- Moderate pointNine-month net revenues were $1,233,925, versus $1,634,709 in 2025.
Filing Explained
The offering includes 3,497,409 potential conversion shares and 1,800,000 warrant shares; conversion faces a 19.99% limit absent approval, and warrants require approval to exercise.
The October 6 private placement is complete, but it created convertible debt and warrants rather than an immediate issuance of all underlying common shares.
As of
If issued, additional shares increase the total share count and reduce existing holders’ percentage ownership, absent offsetting changes.
The October debentures are secured by substantially all company assets and rank equally with the April debentures in payment and lien priority.
Stockholder approval under Nasdaq Listing Rule 5635 is the stated gate: the warrants cannot be exercised before approval, and conversion shares are subject to the
Key Figures
Key Terms
going concern financial
Remaining Performance Obligation (RPO) financial
Level 3 financial
pari passu financial
cashless exercise provision financial
beneficial ownership limitation regulatory
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much revenue did AUID report for the first nine months of 2026?
What are the terms of AUID's October 2026 debentures and warrants?
What is AUID's Nasdaq stockholders' equity compliance deadline?
AI-generated analysis. How Rhea-AI works. Not financial advice.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period ended
OR
For the transition period from to
Commission file number
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices) (zip code)
(Registrant’s telephone number, including area code)
(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 | Name of each exchange on which registered | ||
| The |
Indicate by check mark whether the registrant (1) has filed all 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.
☒
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.
☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the 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 ☐ | Accelerated filer ☐ |
| ☒ | Smaller reporting company |
| Emerging growth Company |
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.
| Class | Outstanding at November 12, 2026 | |
| Common Stock, par value $0.0001 |
TABLE OF CONTENTS
| Page No. | ||
| PART I – FINANCIAL INFORMATION | ||
| Item 1. Financial Statements (unaudited) | 1 | |
| Condensed Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025 | 1 | |
| Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2026 and 2025 | 2 | |
| Condensed Consolidated Statements of Comprehensive Loss for the Three and Nine Months Ended September 30, 2026 and 2025 | 3 | |
| Condensed Consolidated Statements of Stockholders’ (Deficit) Equity for the Three and Nine Months Ended September 30, 2026 and 2025 | 4 | |
| Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2026 and 2025 | 5 | |
| Notes to Unaudited Condensed Consolidated Financial Statements | 6 | |
| Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 19 | |
| Item 3. Quantitative and Qualitative Disclosures About Market Risk | 24 | |
| Item 4. Controls and Procedures | 24 | |
| PART II – OTHER INFORMATION | ||
| Item 1. Legal Proceedings | 25 | |
| Item 1A. Risk Factors | 25 | |
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 27 | |
| Item 3. Defaults Upon Senior Securities | 29 | |
| Item 4. Mine Safety Disclosures | 29 | |
| Item 5. Other Information | 29 | |
| Item 6. Exhibits | 30 |
i
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This report includes forward-looking statements that relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Words such as, but not limited to, “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “targets,” “likely,” “aim,” “will,” “would,” “could,” and similar expressions or phrases identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and future events and financial trends that we believe may affect our financial condition, results of operation, business strategy and financial needs.
You should read thoroughly this report and the documents that we refer to herein with the understanding that our actual future results may be materially different from and/or worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements including those made in this report, in Part II. Item 1A. Risk Factors also appear in our Annual Report on Form 10-K for the year ended December 31, 2025 and our other filings with the Securities and Exchange Commission. Some examples of risk factors which may affect our business are as follows:
| ● | our lack of significant revenues, positive cash flow and history of losses, | |
| ● | market acceptance of our products and competition; | |
| ● | our ability to attract and retain customers for existing and new products; | |
| ● | our ability to effectively maintain and update our technology and product and service portfolio; | |
| ● | our reliance on third party software and developers; | |
| ● | breaches of network or IT security and presentation attacks; | |
| ● | our ability to hire and retain key personnel and additional talent, including following the transition to an interim Chief Executive Officer, and the outcome of our evaluation of strategic and financing alternatives; | |
| ● | our ability to raise capital under acceptable terms, to repay or refinance our senior secured debentures at maturity and to obtain stockholder approval under Nasdaq Listing Rule 5635 of the issuance of shares upon conversion of our debentures and exercise of our warrants; | |
| ● | our ability to regain and maintain compliance with the continued listing standards of the Nasdaq Capital Market, including the minimum Stockholders’ Equity and minimum bid price requirements, and to effect a reverse stock split if required; | |
| ● | our ability to adequately protect our intellectual property, or the loss of some of our intellectual property rights through costly litigation or administrative proceedings; | |
| ● | our ability to operate in non-US markets; | |
| ● | the impact of the wars in Ukraine and the Middle East; | |
| ● | stock price and market volatility and the risk of securities litigation; | |
| ● | legislation and government regulation; and | |
| ● | general economic conditions, inflation and access to capital. |
Other sections of this report include additional factors which could adversely impact our business and financial performance. New risk factors emerge from time to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. These forward-looking statements speak only as of the date of this report, and you should not rely on these statements without also considering the risks and uncertainties associated with these statements and our business.
OTHER PERTINENT INFORMATION
Unless specifically set forth to the contrary, when used in this report the terms “authID” the “Company,” “we,” “our,” “us,” and similar terms refer to authID Inc., a Delaware corporation and its subsidiaries.
The information which appears on our website www.authID.ai is not part of this report.
ii
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
authID INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
| September 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| (unaudited) | ||||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable | ||||||||
| Contract assets | ||||||||
| Deferred contract costs | ||||||||
| Other current assets | ||||||||
| Total current assets | ||||||||
| Intangible Assets, net | ||||||||
| Goodwill | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Commission liability | ||||||||
| Deferred revenue | ||||||||
| Senior secured debt, at fair value | ||||||||
| Total current liabilities | ||||||||
| Total liabilities | $ | $ | ||||||
| Commitments and Contingencies (Note 9) | ||||||||
| Stockholders’ (Deficit) Equity: | ||||||||
| Common stock, $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated comprehensive income | ||||||||
| Total Stockholders’ (Deficit) Equity | ( | ) | ||||||
| Total liabilities and Stockholders’ (Deficit) Equity | $ | $ | ||||||
See notes to condensed consolidated financial statements.
1
authID INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenues, net | $ | $ | $ | $ | ||||||||||||
| Discount and concessions | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total revenues, net | ( | ) | ||||||||||||||
| Operating Expenses: | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Research and development | ||||||||||||||||
| Amortization | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other Income (Expense): | ||||||||||||||||
| Interest income | ||||||||||||||||
| Interest expense, net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Warrants modification | ( | ) | ( | ) | ||||||||||||
| Commitment fee warrants | ( | ) | ( | ) | ||||||||||||
| Debt issuance costs | ( | ) | ( | ) | ||||||||||||
| Change in fair value of senior secured debt | ( | ) | ( | ) | ||||||||||||
| Other income / (expense), net | ( | ) | ( | ) | ||||||||||||
| Net loss before income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income tax expense | ||||||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net Loss Per Share - Basic and Diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted Average Shares Outstanding - Basic and Diluted: | ||||||||||||||||
See notes to condensed consolidated financial statements.
2
authID INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Unaudited)
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Foreign currency translation gain / (loss) | ( | ) | ||||||||||||||
| Comprehensive loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
See notes to condensed consolidated financial statements.
3
authID INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY
(Unaudited)
| Common Stock | Additional Paid-In |
Accumulated | Other Comprehensive |
|||||||||||||||||||||
| Shares | Amount | Capital | Deficit | Income | Total | |||||||||||||||||||
| Balances, June 30, 2026 | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
| Stock-based compensation | - | |||||||||||||||||||||||
| Placement Agent warrants | - | |||||||||||||||||||||||
| Warrants modification | - | |||||||||||||||||||||||
| Commitment fee warrants | - | |||||||||||||||||||||||
| Restricted stock awards | - | |||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Balances, September 30, 2026 | $ | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||
| Balances, June 30, 2025 | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
| Stock-based compensation | - | |||||||||||||||||||||||
| Restricted stock awards vesting | - | |||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Foreign currency translation | - | |||||||||||||||||||||||
| Balances, September 30, 2025 | $ | $ | ( | ) | $ | $ | ||||||||||||||||||
| Balances, December 31, 2025 | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
| Stock-based compensation | - | |||||||||||||||||||||||
| Common stock issued with senior secured debt | ||||||||||||||||||||||||
| Warrants issued with senior secured debt, net of offering costs | - | |||||||||||||||||||||||
| Warrants modification | - | |||||||||||||||||||||||
| Commitment fee warrants | - | |||||||||||||||||||||||
| Restricted stock awards | - | |||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Balances, September 30, 2026 | $ | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||
| Balances, December 31, 2024 | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
| Stock-based compensation | - | |||||||||||||||||||||||
| Sale of common stock for cash, net of offering costs | ||||||||||||||||||||||||
| Issuance of Common Stock for severance | ||||||||||||||||||||||||
| Restricted stock award Issuance | ||||||||||||||||||||||||
| Restricted stock award Vesting | ||||||||||||||||||||||||
| Cashless warrants exercise | ( | ) | ||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Foreign currency translation | - | ( | ) | ( | ) | |||||||||||||||||||
| Balances, September 30, 2025 | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
See notes to condensed consolidated financial statements.
4
authID INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Nine Months Ended | ||||||||
| September 30, | ||||||||
| 2026 | 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss with cash flows from operations: | ||||||||
| Stock-based compensation | ||||||||
| Non-cash severance expense | ||||||||
| Amortization expense | ||||||||
| Provision for expected credit losses | ||||||||
| Credit losses write-off | ( | ) | ||||||
| Debt issuance costs | ||||||||
| Fair value adjustment on senior secured debt | ||||||||
| Commitment fee warrants | ||||||||
| Warrant modification expense | ||||||||
| Amortization of debt discounts and issuance costs | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ||||||||
| Contract assets | ||||||||
| Deferred contract costs | ||||||||
| Other current assets | ( | ) | ||||||
| Accounts payable and accrued expenses | ( | ) | ( | ) | ||||
| Commissions liability | ( | ) | ||||||
| Deferred revenue | ||||||||
| Net cash flows from operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Purchase of intangible assets | ( | ) | ||||||
| Net cash flows from investing activities | ( | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from issuance of senior secured debt | ||||||||
| Proceeds from sale of fee shares | ||||||||
| Proceeds from sale of warrants | ||||||||
| Proceeds from sale of common stock | ||||||||
| Payment of financing and offering costs | ( | ) | ( | ) | ||||
| Repayment of convertible notes | ( | ) | ||||||
| Net cash flows from financing activities | ||||||||
| Effect of Foreign Currencies | ( | ) | ||||||
| Net Change in Cash | ( | ) | ( | ) | ||||
| Cash, Beginning of the Period | ||||||||
| Cash, End of the Period | $ | $ | ||||||
| Supplemental Disclosure of Cash Flow Information | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Placement-agent warrants issued at fair value | $ | $ | ||||||
| Allocation of proceeds from sr. secured debt to investor warrants and fee shares | $ | $ | ||||||
| Cashless option and warrant exercises | $ | $ | ||||||
See notes to condensed consolidated financial statements.
5
authID INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – BASIS OF PRESENTATION
In the opinion of Management, the accompanying condensed consolidated financial statements are prepared in accordance with instructions for Form 10-Q and, include all adjustments (consisting only of normal recurring accruals) which we considered as necessary for a fair presentation of the results for the periods presented. Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been condensed or omitted. It is suggested that these condensed consolidated financial statements be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. The results of operations for the nine months ended September 30, 2026 are not necessarily indicative of the results to be expected for future periods or the full year.
The consolidated financial statements include the accounts of authID Inc. and its wholly-owned subsidiaries ID Solutions, Inc., Innovation in Motion Inc., FIN Holdings Inc., authID Enterprises Limited (formerly Ipsidy Enterprises Limited), and authID Gaming Inc. (collectively the “Company”). All significant intercompany balances and transactions have been eliminated in consolidation.
Going Concern
These condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) assuming the Company will continue on a going concern basis, which implies the Company will continue to meet its obligations and continue its operations for the next year following the issuance date of these consolidated financial statements. As of September 30, 2026, the Company had an accumulated deficit of approximately $
The continuation of the Company as a going concern is dependent upon financial support from the Company’s stockholders, the ability of the Company to obtain additional debt or equity financing to continue operations, the Company’s ability to generate sufficient cash flows from operations, successfully locating and negotiating with other business entities for potential acquisition and acquiring new clients to generate revenues and cash flows. In April 2026, the Company raised a total of cash proceeds of approximately $
There is no assurance that the Company will ever be profitable. These condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. As there can be no assurance that the Company will be able to achieve positive cash flows (become cash flow positive) and raise sufficient capital to maintain operations, there is substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the date these consolidated financial statements were issued.
6
Net Loss per Common Share
The Company computes net loss per share in accordance with FASB ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the statement of operations. Basic EPS is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and convertible notes and stock warrants, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options, warrants and conversion of convertible notes. Diluted EPS excludes all potential dilutive common shares if their effect is anti-dilutive.
| Security | 2026 | 2025 | ||||||
| Warrants | ||||||||
| Stock options | ||||||||
| Convertible Debt | ||||||||
Revenue Recognition
Revenues, net is defined as gross revenues, less discounts and sales concessions.
Software License – The Company recognizes revenue based on the identified performance obligations over the performance period for fixed consideration and / or variable fees generated. Variable fees are typically earned over time based on monthly users, transaction volumes or a monthly flat fee rate. We allocate the selling price in a contract which has multiple performance obligations based on the contract selling price that we believe represents a fair market price for the service rendered based on estimated standalone selling price. Transaction fees are billed monthly and are constrained to transactions incurred within the month.
For contracts with minimum annual fees, the Company generally recognizes the amount of revenue ratably over the contract year and records contract assets for the amount in excess of monthly contract billings relating to variable contract consideration. For certain contracts, the Company enters into an agreement which stipulates a minimum annual fee which is generally due at the end of the contract year, in excess of the amount of monthly billings. The Company may also require milestone payments of the minimum annual fee. The amount of any billed fees in excess of revenue recognized is recorded as deferred revenue. The Company accounts for price concessions as reductions to the transaction price under ASC 606. Price concessions represent implied or estimated future reductions in consideration that the Company expects to grant, based on known facts and circumstances, including customer usage patterns and strategic considerations. These concessions are treated as variable consideration and are included in the transaction price only to the extent that it is probable that a significant reversal of cumulative revenue will not occur when the uncertainty is resolved.
Any usage-based fees in excess of the minimum contract amount are charged to the customer and allocated to the annual period in which they are earned under the contract. At the beginning of each annual period in the contract, the Company estimates the variable amounts for the annual period subject to the constrained variable consideration (usage-based fees) and recognizes that amount on a time-elapsed basis over the annual period. At each reporting date within an annual period, the Company reassesses its estimate of the excess variable amounts for the annual period and updates the amount recognized on a time-elapsed basis over the remainder of the annual period.
The Company had deferred revenue contract liabilities of approximately $
Remaining Performance Obligations
As of September 30, 2026, the Company’s Remaining Performance Obligation (RPO) was $
7
Accounts Receivable
All customers are granted credit on a short-term basis. Accounts receivable, net is stated net of the allowance for credit losses.
The Company maintains an allowance for estimated credit losses. This allowance is based upon historical loss patterns, the number of days that billings are past due, and evaluation of the potential risk of loss associated with delinquent accounts, current market conditions and reasonable and supportable forecasts of future billable product usage compared with contracted minimums. The Company records the allowance against bad debt expense through the condensed consolidated statement of operations, included in general and administrative expense, up to the amount of revenue recognized to date. Any incremental allowance is recorded as an offset to unearned revenue on the condensed consolidated balance sheet. Receivables are written off and charged against recorded allowance when the Company has exhausted collection efforts without success.
The Company evaluates its accounts receivable and contract assets balances using the Current Expected Credit Loss (“CECL”) model in accordance with ASC 326. The Company routinely reviews its accounts receivable and contract assets and uses a risk-based probability-weighted approach to record provisions. However, those provisions are estimates and actual results could differ from those estimates, and those differences may be material.
The Company had allowance for credit losses as of September 30, 2026 and December 31, 2025. There were credit loss write-offs during the three and nine months ended September 30, 2026. Credit loss write-offs during the three and nine months ended September 30, 2025 were $
Concentration of Risks
The Company’s financial instruments that are exposed to concentration of credit risks consist primarily of cash and accounts receivable.
The Company’s cash is deposited at financial institutions and cash balances held in United States (“US”) bank accounts are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $
The Company’s revenue is also exposed to concentration risk:
For the nine months ended September 30, 2026, three customers represented
For the nine months ended September 30, 2025, one customer represented
For the three months ended September 30, 2026, three customers represented
For the three months ended September 30, 2025, two customers represented
As of September 30, 2026, three customers accounted for
As of December 31, 2025, two customers accounted for
As of September 30, 2026, two customers accounted for
As of December 31, 2025, two customers accounted for
8
Deferred Contract Costs
We defer the portion of sales commission that is considered a cost of obtaining a new contract with a customer and amortize these deferred costs over the period of benefit. We expense the remaining sales commissions as incurred. Reductions recorded in the nine months ended September 30, 2026 would reflect commission claw-backs for certain bookings that were adjusted in the quarter, per our corporate policy.
| Deferred | ||||
| Contract Costs | ||||
| Carrying Value at December 31, 2025 | $ | |||
| Additions | ||||
| Reductions | ||||
| Amortization | ( | ) | ||
| Carrying Value at September 30, 2026 | $ | |||
NOTE 2 – OTHER CURRENT ASSETS
Other current assets consisted of the following at September 30, 2026 and December 31, 2025:
| September 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Prepaid third-party and related party services | $ | $ | ||||||
| Prepaid insurance | ||||||||
| Commissions advances | ||||||||
| $ | $ | |||||||
NOTE 3 – INTANGIBLE ASSETS, NET (OTHER THAN GOODWILL)
The Company’s intangible assets primarily consist of patents, and acquired and developed software that is being amortized over their estimated useful lives as indicated below.
| Acquired and | ||||||||||||
| Developed | ||||||||||||
| Software | Patents | Total | ||||||||||
| Useful Lives | ||||||||||||
| Carrying Value at December 31, 2025 | $ | $ | $ | |||||||||
| Additions | ||||||||||||
| Amortization | ( | ) | ( | ) | ( | ) | ||||||
| Carrying Value at September 30, 2026 | $ | $ | $ | |||||||||
The following is a summary of intangible assets as of September 30, 2026:
| Acquired and | ||||||||||||
| Developed | ||||||||||||
| Software | Patents | Total | ||||||||||
| Cost | $ | $ | $ | |||||||||
| Accumulated amortization | ( | ) | ( | ) | ( | ) | ||||||
| Carrying Value at September 30, 2026 | $ | $ | $ | |||||||||
Amortization expense totaled approximately $
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Future expected amortization of intangible assets is as follows:
| 2026 (Remainder of the Year) | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| $ |
There were no impairment indicators noted with respect to Company’s long-lived assets, including intangible assets, as of September 30, 2026.
NOTE 4 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses consisted of the following as of September 30, 2026 and December 31, 2025:
| September 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Trade payables | $ | $ | ||||||
| Accrued payroll and related obligations | ||||||||
| Other accrued expenses | ||||||||
| $ | $ | |||||||
NOTE 5 – SENIOR SECURED CONVERTIBLE DEBT
On April 29, 2026, the Company entered into a private placement (the “April 2026 Offering”) pursuant to Securities Purchase Agreements dated as of April 29, 2026 (the “April 2026 Purchase Agreement”) with certain accredited investors (the “April 2026 Investors”). The Company issued and sold an aggregate of $
The April 2026 Debentures are senior secured obligations of the Company, maturing six months from issuance (October 29, 2026), which maturity date was subsequently extended to February 28, 2027 (see Note 11). The Debentures do not bear interest. The obligations under the Debentures are secured by a first-priority security interest in substantially all of the Company’s assets pursuant to a Security Agreement dated as of April 29, 2026, subject only to customary permitted liens.
The Company issued April 2026 Warrants to purchase a number of shares of the Company’s common stock equal to
In addition to the April 2026 Debentures and April 2026 Warrants, the Company issued to the April 2026 Investors “Fee Shares” in lieu of fees and interest equal to
The Company entered into a Registration Rights Agreement with the April 2026 Investors pursuant to which the Company agreed to register for resale the shares of common stock issuable upon exercise of the April 2026 Warrants and the Fee Shares (the “Registrable Securities”). On July 15, 2026 the Company filed a registration statement on Form S-1 (File No. 333-297474) registering the resale of
The April 2026 Purchase Agreement and the April 2026 Debentures contain a most-favored-nation provision with respect to subsequent financings and provide for automatic conversion into securities issued in a subsequent financing on substantially similar economic terms (subordinate in right of payment and priority to the security issued to the lead investor in the subsequent financing).
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The aggregate shares of common stock issuable pursuant to the April 2026 Debentures (upon conversion) and the Fee Shares, together with the Warrant Shares(if applicable), shall not exceed
Additionally, the Company issued placement agent warrants in connection with the April 2026 Offering representing approximately
On September 9, 2026, the Company entered into a Backstop Commitment Agreement with certain accredited investors (the “September 2026 Investors”) pursuant to which the Company agreed, in exchange for a commitment of up to $
The September 2026 Investors funded $
By virtue of the Backstop Commitment Agreement, the April 2026 Debentures were amended pursuant to the most-favored-nation provision with respect to subsequent financings of the April 2026 Purchase Agreement and the April 2026 Debentures became convertible into Common Stock at a conversion price of $
Additionally, the Company issued placement agent warrants in connection with the September 2026 Offering representing approximately
The Company elected the fair value option under ASC 825, Financial Instruments, for the April 2026 and September 2026 Debentures. Accordingly, the April 2026 and September 2026 Debentures are carried at fair value with changes in fair value recognized in earnings in each reporting period. The Company estimated the fair value of the April 2026 and September 2026 Debentures using a probability-weighted expected return methodology that considered the contractual terms of the instrument and potential future financing outcomes, including expected financing scenarios, conversion outcomes, repayment probabilities, expected volatility and market participant discount rates. The fair value measurement of the April 2026 and September 2026 Debentures is classified as a Level 3 fair value measurement due to the use of significant unobservable inputs.
The Company determined that the April 2026 Warrants and Fee Shares represented separate freestanding equity instruments and allocated proceeds received in the April 2026 Offering among the Debentures, Warrants and Fee Shares based on their relative fair values at issuance. The Company estimated the fair value of the April 2026 Warrants using the Black-Scholes option pricing model. Significant assumptions used in the valuation included the Company’s common stock price, the $
The following table summarizes the proceeds allocation at issuance:
| April 29, 2026 | ||||
| Debt | $ | |||
| Warrants | ||||
| Fee shares | ||||
| $ | ||||
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As of September 30, 2026, the Company utilized the most recent valuation available to estimate the fair value of the April 2026 Debentures, including the addition of the September 2026 Debentures. Changes in the fair value of the April 2026 and September 2026 Debentures are recognized in other income (expense), net in the accompanying consolidated statements of operations.
The Company estimated the value of the April 2026 and September 2026 Warrants using the Black-Scholes option pricing model. The valuation incorporated the market price of the Company’s common stock as of the valuation date, the revised contractual exercise price of $
On October 5, 2026 pursuant to a Notice to and Consent of the April 2026 Investors, the April 2026 Debentures were amended to extend the maturity date to
NOTE 6 – FAIR VALUE MEASUREMENTS
The Company measures certain financial assets and liabilities at fair value in accordance with ASC 820, Fair Value Measurement. ASC 820 establishes a three-level hierarchy for disclosure of fair value measurements based on the observability of inputs used in measuring fair value. These levels are:
| Level 1 - | Quoted prices in active markets for identical assets or liabilities. | |
| Level 2 - | Observable inputs other than quoted prices included within Level 1, such as quoted prices for similar assets or liabilities in active markets or other inputs that are observable or can be corroborated by observable market data. | |
| Level 3 - | Unobservable inputs that are supported by little or no market activity and reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability. |
The Company elected the fair value option under ASC 825 for the April 2026 and September 2026 Debentures. The April 2026 and September 2026 Debentures are classified within Level 3 of the fair value hierarchy due to the use of significant unobservable inputs. The fair value of the April 2026 and September 2026 Debentures was $
The fair value of the Debentures was determined using a probability-weighted expected return method and option pricing models. Significant unobservable inputs used in the valuation included probabilities associated with obtaining stockholder approval and achieving compliance with Nasdaq listing requirements, expected stock price volatility, risk-free interest rates, discount rates reflecting the Company’s estimated credit risk, and estimated recovery values under alternative scenarios. The valuation incorporated a
The following table summarizes the changes in the fair value of the Company’s Level 3 senior secured debt during the nine-month period ended September 30, 2026, which were measured at fair value on a recurring basis:
| Senior Secured Debentures | ||||
| Balance as of January 1, 2026 | $ | |||
| Issuance under April 2026 Purchase Agreement | ||||
| Issuance under September 2026 Backstop Commitment Agreement | ||||
| Change in fair value | ||||
| Balance as of September 30, 2026 | $ | |||
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NOTE 7 – RELATED PARTY TRANSACTIONS
Commercial Agreements
On June 6, 2023, the Company entered into a services agreement with The Pipeline Group, Inc. (“TPG”). Ken Jisser, a director of the Company, is the founder and CEO of TPG, a technology-enabled services company that aims to deliver business results for companies looking to build a predictable and profitable pipeline. The agreement provides that TPG will assist in providing outsourced sales including business development resources for outbound calling, provide support for automated dialing technology, classify customer data and other sales related services for an initial term of one year. On September 26, 2025 and on April 13, 2026, the Company entered into amendments to the above services agreement, pursuant to which TPG will provide certain additional services to the Company. In consideration of the services, the Company paid TPG $
Total expense incurred under this contract during the three and nine months ended September 30, 2026 was approximately $
On September 30, 2025, the Company entered into a services agreement with TPG. The agreement provides that the Company will provide biometric authentication services to TPG for an initial term of two years, with an annual license fee of $
Executive Officers
On May 27, 2026 the Company made grants of options to Mr. Rhoniel Daguro to acquire
Effective September 4, 2026, Mr. Daguro resigned as the Company’s Chief Executive Officer and remained on the Board of Directors. On August 28, 2026, the Board of Directors accepted Mr. Daguro’s resignation, acknowledged that it constituted a resignation for “Good Reason” under his Executive Retention Agreement dated March 23, 2023 (the “Retention Agreement”), and appointed him Chairman of the Board of Directors effective immediately. In consideration of Mr. Daguro’s agreement to serve as Chairman of the Board, the company agreed to grant him options to purchase
Effective September 4, 2026, Mr. Thomas Szoke, the Company’s Chief Technology Officer, was appointed as Interim Chief Executive Officer of the Company and continues to serve as Chief Technology Officer. Pursuant to a letter agreement dated August 28, 2026, which amends Mr. Szoke’s offer letter dated April 12, 2023, in consideration of Mr. Szoke’s agreement to serve as Interim Chief Executive Officer, the Company increased Mr. Szoke’s base salary to $
Effective August 5, 2026, Mr. Erick Soto, the Company’s Chief Product Officer, departed from the Company, and effective August 7, 2026, Mr. Kunal Mehta resigned as a director and as a member of the Audit and Compensation Committees of the Board of Directors.
Employment Agreement
Since June 2023, the Company has employed Dale Daguro, the brother of our Chairman and former CEO, Rhon Daguro as a VP Sales. Dale Daguro’s employment is at will and may be terminated at any time, with or without cause. Dale’s compensation is commensurate with other executives employed by the Company at a similar level of seniority and experience. During the three and nine months ended September 30, 2026, Dale Daguro earned approximately $
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April 2026 Debentures Offering
On April 29, 2026, the Company entered into Securities Purchase Agreements with accredited investors pursuant to which it issued Debentures with an aggregate principal amount of approximately $
Backstop Commitment Agreement and September 2026 Debentures Offering
On September 9, 2026, the Company entered into a Backstop Commitment Agreement with certain accredited investors, including Mr. Garchik, pursuant to which it issued
NOTE 8 – STOCKHOLDERS’ (DEFICIT) EQUITY
Common Stock
During the nine months ended September 30, 2026, shares of common stock were issued to investors as a result of the following transactions:
| ● | As of April 29, 2026 pursuant to Securities Purchase Agreements in a senior secured debenture offering, the Company issued |
During the nine months ended September 30, 2025, shares of common stock were issued to investors as a result of the following transactions:
| ● | On April 1, 2025, pursuant to Securities Purchase Agreements in a registered direct offering, the Company issued | |
| ● | On April 16, 2025, the Company issued | |
| ● | On May 7, 2025, pursuant to Securities Purchase Agreements in a registered direct offering, the Company issued | |
| ● | The Company issued | |
| ● | The Company issued |
Warrants
During the nine months ended September 30, 2026, warrants were issued as a result of the following transactions:
| ● | On April 29, 2026, in connection with their placement agent services, the Company issued | |
| ● | On April 29, 2026, in connection with a senior secured debenture offering, the Company issued |
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| ● | On September 15, 2026, in connection with the execution of the Backstop Commitment Agreement, the Company issued | |
| ● | On September 15, 2026, as a result of the Backstop Commitment Agreement, the conversion price for the April 2026 debentures was set to $ | |
| ● | In addition, as a result of the Backstop Commitment Agreement, the exercise price of the warrants issued on April 29, 2026 to Madison Global Partners, LLC was amended from $ | |
| ● | On October 5, 2026, the exercise price of the April 2026 Warrants and the Backstop Commitment Warrants was further reduced to $ |
During the nine months ended September 30, 2025, warrants were issued as a result of the following transactions:
| ● | On April 1, 2025, in connection with their placement agent services, the Company issued | |
| ● | On April 1, 2025, in connection with their placement agent services, the Company issued | |
| ● | On May 7, 2025, in connection with their placement agent services, the Company issued | |
| ● | On May 7, 2025, in connection with their placement agent services, the Company issued |
On April 22, 2025, a warrant holder exercised
The following is a summary of the Company’s warrant activity for the nine months ended September 30, 2026:
| Weighted | Weighted | |||||||||||
| Average | Average | |||||||||||
| Number of | Exercise | Remaining | ||||||||||
| Warrants | Price | Life | ||||||||||
| Outstanding, December 31, 2025 | $ | |||||||||||
| Granted | $ | |||||||||||
| Exercised/Cancelled | ( | ) | $ | - | ||||||||
| Outstanding, September 30, 2026 | $ | |||||||||||
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Restricted Stock Awards
On April 16, 2025, the Company granted
The following is a summary of the Company’s RSA activity for the nine months ended September 30, 2026:
| Number of Restricted Stock Awards | Weighted Average Grant Date Fair Value Price | |||||||
| Outstanding, December 31, 2025 | $ | |||||||
| Granted | $ | |||||||
| Vested | ( | ) | $ | |||||
| Outstanding, September 30, 2026 | $ | |||||||
Stock Options
During the nine months ended September 30, 2026, the Company granted a total of
Activity related to stock options for the nine months ended September 30, 2026 is summarized as follows:
| Number of | Weighted Average Exercise | Weighted Average Contractual | Aggregate Intrinsic | |||||||||||||
| Shares | Price | Life (Yrs.) | Value | |||||||||||||
| Outstanding, December 31, 2025 | $ | $ | ||||||||||||||
| Granted | ||||||||||||||||
| Exercised | ||||||||||||||||
| Forfeited/cancelled | ( | ) | ||||||||||||||
| Outstanding, September 30, 2026 | $ | $ | ||||||||||||||
| Exercisable, September 30, 2026 | $ | $ | ||||||||||||||
The following table summarizes stock option information as of September 30, 2026:
| Contractual | ||||||||||||
| Exercise Price | Outstanding | Life (Yrs.) | Exercisable | |||||||||
| $1.24 – $2.00 | ||||||||||||
| $2.01 – $10.00 | ||||||||||||
| $10.01 – $15.00 | ||||||||||||
| $15.01 – $20.00 | ||||||||||||
| $20.01 – $25.00 | ||||||||||||
| $25.01 – $121.28 | ||||||||||||
Total stock-option based compensation expense incurred under this contract during the three and nine months ended September 30, 2026 was approximately $
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On May 12, 2026, the Board of Directors adopted the 2026 Plan subject to approval of the stockholders. The Board of Directors has reserved
NOTE 9 – COMMITMENTS AND CONTINGENCIES
Legal Matters
From time to time the Company is a party to various legal or administrative proceedings arising in the ordinary course of our business. Litigation can be expensive and disruptive to normal business operations. Moreover, the results of complex legal proceedings are difficult to predict, and the Company’s view of these matters may change in the future as the litigation and events related thereto unfold. The Company expenses legal fees as incurred. The Company records a provision for contingent losses when it is probable that a liability has been incurred, and the amount of the loss can be reasonably estimated. No such provision has been recorded as of September 30, 2026 and 2025.
On January 29, 2026, the Company was served with a Summons and Complaint in the matter of Perez v. Intellicheck, Inc. and authID Inc., filed in the U.S. District Court for the Northern District of Illinois. The Complaint alleges that one of the Company’s partners (Intellicheck, Inc., a reseller of the Company’s services) and the Company collected, stored and used biometric information from the Plaintiff and similarly situated individuals in Illinois in violation of the Illinois Biometric Information Privacy Act, 740 ILCS 14/1 et seq. (“BIPA”). BIPA provides for statutory damages of $
Executive Compensation
As of September 30, 2026, the Company had employment agreements with members of the management team providing base salary amounts and provisions for stock compensation, cash bonuses and other benefits to be granted at the discretion of the Board of Directors. Additionally, certain employment agreements include provisions for base salary, bonus amounts upon meeting certain performance milestones, severance benefits for involuntary termination from a change in control or other events as defined in their respective agreements. Additionally, the vesting of certain awards could be accelerated upon a change in control (as defined) or by action of the Board of Directors.
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NOTE 10 – SEGMENT INFORMATION
Operating segments are defined as components of an enterprise for which separate financial information is available and which is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker (“CODM”) is the
NOTE 11 – SUBSEQUENT EVENTS
On October 2, 2026, the Company submitted to Nasdaq a plan to regain compliance with the minimum Stockholders’ Equity requirement of Nasdaq Listing Rule 5550(b)(1). On October 15, 2026 the Company received notice that Nasdaq accepted the Company’s plan, Nasdaq granted the Company an extension of up to 180 calendar days from the date of the Notice, or until February 15, 2027, to evidence compliance with Rule 5550(b)(1). If the Company does not regain compliance within the extension period, Nasdaq will provide written notification that the Company’s common stock is subject to delisting. In that event, the Company may appeal that determination to an independent Nasdaq Hearings Panel in accordance with Nasdaq Listing Rule 5815(a), and a timely request for a hearing would stay any suspension or delisting action pending the issuance of the Panel’s decision. The Panel has the discretion to grant the Company an additional period of up to 180 calendar days from the date of the delisting determination to regain compliance.
October 2026 Offering. On October 5, 2026, the Company entered into a Securities Purchase Agreement (the “October 2026 Purchase Agreement”) with four accredited investors, none of whom is an officer, director or affiliate of the Company (the “October 2026 Investors”), pursuant to which, on October 6, 2026, the Company issued and sold $
In connection with the October 2026 Offering, pursuant to a Notice to and Consent of the April 2026 Investors dated October 5, 2026, the April 2026 Investors consented to the October 2026 Offering and to the pari passu ranking of the October 2026 Debentures, waived any right to repayment from the proceeds of the October 2026 Offering, and agreed to extend the maturity date of the April 2026 Debentures (including September 2026 Debentures) from October 29, 2026 to February 28, 2027. In consideration therefore, the exercise price of the April 2026 Warrants was reduced from $
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The discussion and analysis of our financial condition and results of operations are based on our financial statements, which we have prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported revenues and expenses during the reporting periods. On an ongoing basis, we evaluate estimates and judgments, including those described in greater detail below. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
As used in this “Management’s Discussion and Analysis of Financial Condition and Results of Operation,” except where the context otherwise requires, the term “we,” “us,” “our,” “authID” or “the Company,” refers to the business of authID Inc. and its subsidiaries.
Overview
authID ensures enterprises “Know Who’s Behind the Device”TM for every customer or employee login and transaction, through its easy-to-integrate, patented, biometric identity platform. authID powers biometric identity proofing in 700ms, biometric authentication in 25ms, and account recovery with a fast, accurate, user-friendly experience. With our PrivacyKey™ solution, authID provides a 1-to-1-billion false match rate, while storing no biometric data. authID stops fraud at onboarding, blocks deepfakes, prevents account takeover, and eliminates password risks and costs, through the faster, frictionless, and most accurate user identity experience demanded by today’s digital ecosystem.
Our Platform
Our cloud-based platform was developed with internally developed software as well as acquired and licensed technology and provides the following core services:
| ● | Biometric Identity Verification | |
| ● | Biometric Identity Authentication | |
| ● | Account / Access Recovery |
Biometric Identity Verification - ProofTM
Biometric identity verification establishes the trusted identity of a user based on a variety of ground truth sources, including government-issued identity documents such as national IDs, driver’s licenses and passports or electronic machine-readable travel documents (or eMRTDs). Our VerifiedTM platform detects presentation attack and spoofing threats, evaluates the authenticity of security features present on a government-issued identity document, and biometrically matches the reference picture of the document with a live user’s selfie (a photograph that the user has taken of themselves). Usually occurring at account opening or onboarding, identity verification ensures that the enterprise knows that the person interacting with the enterprise is who they say they are, in real time. authID’s ProofTM identity verification product eliminates the need for costly and less accurate face-to-face, in-person ID checks and instead provides a verified identity in seconds. In a digital, online world of increasing fraud and security threats, Proof speeds up onboarding and offers our customers confidence in the identities of consumers, employees or third-party vendors.
Biometric Identity Authentication - VerifiedTM
Biometric identity authentication provides any organization with a secure, convenient solution to validate that an individual is the verified account owner for various purposes including passwordless login and performing specific transactions, or functions. The authID Verified product allows users to confirm their identity with their facial biometric by simply taking a selfie on a mobile phone or device of their choosing (as opposed to dedicated hardware). The solution includes a patented audit trail created for each transaction, containing the digitally signed transaction details, with proof of identity authentication and consent.
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PrivacyKey Privacy Preserving Biometrics
authID’s PrivacyKey solution provides biometric authentication without the requirement to store any biometric or derivative of biometric data. The technology transforms biometric verification into Public/Private Key cryptography whereby the facial image of the person is converted into an elliptical public/private key pair where only the public key is stored and the private key only exists during authentication and is deleted immediately after. The solution is compliant to the ISO30136 Privacy Biometric standard and provides a False Match Rate accuracy of 1:1 Billion at a False Rejection Rate of 0.3%, as confirmed by independent tests conducted by The Commonwealth Scientific and Industrial Research Organization (“CSRIO”).
Account Access and Recovery
authID’s Verified biometric identity authentication solution allows users to recover, via a facial biometric, account access that is lost or blocked due to expired credentials, lockouts, lost or stolen devices, or compromised accounts. Because the account owner’s root of trust is established in the cloud, recovery is independent of any device or hardware. In this way, account recovery is instant, portable, and does not require the presence of or access to a previously provisioned device in order to secure access from a different device.
Key Customer Benefits
Our solution allows our enterprise customers to:
| ● | Verify and Authenticate users. Customers can use the authID platform not only to verify the identity of new users, but also to authenticate those users seamlessly on an ongoing basis to enable quick, secure logins and transaction authentications. | |
| ● | Benefit from high-speed processing. Our solution returns a very low-latency response, key to enabling high-volume use cases (such as logins and high-value transactions) and providing a frictionless user experience. | |
| ● | Precisely and accurately identify their consumers and employees, giving the enterprise complete confidence in who is accessing their digital assets | |
| ● | Provide a seamless user experience in terms of speed and self-guided flow, so that even users who are not tech-savvy are easily able to complete the identity verification and authentication processes | |
| ● | Support a wide variety of devices. Our cloud-based service is device agnostic and may be used to verify or authenticate users on any device with a camera, including shared devices, digital kiosks, etc. | |
| ● | Integrate quickly and easily. We offer pre-integrated OIDC connections as well as integrations with several leading Identity and Access Management solutions. | |
| ● | Offer broad identity document coverage. We can verify identities using a wide spectrum of government-issued documents from around the world. | |
| ● | Perform secure biometric verification & authentication without the need to store biometric data. Our PrivacyKey technology removes the need to store any biometric data in order to perform verification or authentication transactions. PrivacyKey verification and authentication is seamlessly delivered through either a web or mobile applications with a response time of less than 700ms. |
Key Trends
We believe that our financial results will be impacted by several market trends in the identity verification and authentication markets, as well as expanding digital transformation efforts across a wide range of market segments. These trends include:
| ● | growing concerns over identity theft, fraud and account takeover, resulting from the acceleration of digital transformation, for example online shopping and remote working and the growth in AI assisted fraud; | |
| ● | the growth in the sharing economy; and | |
| ● | the increase in electronic payments and alternative money transfer solutions provided by both bank and non-bank entities. The key drivers for these alternative payment methods are consumer demands for safe, convenient payment transactions, with less friction. |
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Our results are also impacted by the changes in levels of spending on identity verification, management and security methods, and thus, negative trends in the global economy and other factors which negatively impact such spending may negatively impact the growth in our revenue from those products. The global economy has been undergoing a period of political and economic uncertainty and stock markets are experiencing high levels of volatility, and it is difficult to predict how long this uncertainty and volatility will continue.
We plan to grow our business by increasing the use of our services by our existing customers, by adding new customers through our direct sales force, channel partners and by expanding into new markets and innovation. If we are successful in these efforts, we would expect our revenue to continue to grow.
The Company was incorporated in the State of Delaware on September 21, 2011, and changed our name from Ipsidy Inc. to authID Inc. on July 18, 2022. Our corporate headquarters is located at 1580 North Logan Street, Suite 660, Unit 51767, Denver, CO 80203 and our main phone number is (516) 274-8700. Our website address is www.authid.ai. The information contained on, or that can be accessed through, our website is not incorporated by reference into this Form 10-Q and you should not consider information on our website to be part of this Form 10-Q.
Going Concern
These condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) assuming the Company will continue on a going concern basis, which implies the Company will continue to meet its obligations and continue its operations for the next year following the issuance date of these consolidated financial statements. As of September 30, 2026, the Company had an accumulated deficit of approximately $205.0 million. For the nine months ended September 30, 2026, the Company earned revenue of approximately $1.2 million, used $7.4 million to fund its operations, and incurred a net loss of approximately $13.3 million.
The continuation of the Company as a going concern is dependent upon financial support from the Company’s stockholders, the ability of the Company to obtain additional debt or equity financing to continue operations, the Company’s ability to generate sufficient cash flows from operations, successfully locating and negotiating with other business entities for potential acquisition and acquiring new clients to generate revenues and cash flows. In April 2026, the Company raised a total of cash proceeds of approximately $3.5 million after expenses from accredited investors through the sale of approximately $4.2 million Senior Secured Debentures pursuant to a private placement. In September 2026, the Company raised an additional $0.3 million through a Backstop Commitment Agreement (the “Backstop Agreement”) with certain of its existing investors in the Senior Secured Debentures to support its near-term operating needs. In October 2026, the Company raised a further $1.35 million in gross proceeds from the sale of Senior Secured Convertible Debentures and warrants in a private placement, the holders of the April 2026 Debentures agreed to extend the maturity of those debentures from October 29, 2026 to February 28, 2027, (See Note 11 – Subsequent Events) and the Company received $1.0 million under a non-exclusive license of its biometric identity technology. On February 28, 2027, an aggregate of $5,815,000 principal amount of senior secured debentures will become due unless previously converted into common stock, which conversion is subject to stockholder approval under Nasdaq Listing Rule 5635. The Company has also announced that it is evaluating strategic and financing alternatives. Going forward, the Company plans to raise additional funds as needed to support its operations and investments as it seeks to create a sustainable organization. Our growth-oriented business plan to offer products to our customers will require continued capital investment and there is no guarantee that such financing will be available, or available on acceptable terms.
There is no assurance that the Company will ever be profitable. These condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. As there can be no assurance that the Company will be able to achieve positive cash flows (become cash flow positive) and raise sufficient capital to maintain operations, there is substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the date these consolidated financial statements were issued.
Adjusted EBITDA
This discussion includes information about Adjusted EBITDA that is not prepared in accordance with GAAP. Adjusted EBITDA is not based on any standardized methodology prescribed by GAAP and is not necessarily comparable to similar measures presented by other companies. A reconciliation of this non-GAAP measure is included below. Adjusted EBITDA is a non-GAAP financial measure that represents GAAP net income (loss) adjusted to exclude (1) interest expense, expenses related to warrants issued in connection with financing arrangements, debt issuance costs and changes in fair value, (2) interest income, (3) severance cost, (4) amortization, (5) stock-based compensation expense and certain other items management believes affect the comparability of operating results. Management believes that Adjusted EBITDA, when viewed with our results under GAAP and the accompanying reconciliations, provides useful information about our period-over-period results. Adjusted EBITDA is presented because management believes it provides additional information with respect to the performance of our fundamental business activities and is also frequently used by securities analysts, investors and other interested parties in the evaluation of comparable companies. We also rely on Adjusted EBITDA as a primary measure to review and assess the operating performance of our company and our management, and it will be a focus as we invest in and grow the business. Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation from, or as a substitute for, analysis of our results as reported under GAAP. Some of these limitations are:
| ● | Adjusted EBITDA does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments; | |
| ● | Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; |
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| ● | Although amortization is non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements; | |
| ● | Adjusted EBITDA does not include the impact of certain charges or gains resulting from matters we consider not to be indicative of our ongoing operations. | |
| ● | Adjusted EBITDA does not include severance charges related to cost reduction initiatives, as these charges result from actions that we consider not to be indicative of our ongoing operations. |
Because of these limitations, Adjusted EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA only as a supplement to our GAAP results.
Reconciliation of Loss from Continuing Operations to Adjusted EBITDA Continuing Operations:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Loss from continuing operations | $ | (4,079,350 | ) | $ | (5,173,321 | ) | $ | (13,299,772 | ) | $ | (13,897,567 | ) | ||||
| Addback: | ||||||||||||||||
| Interest expense, net | 5,881 | 1,959 | 15,968 | 14,842 | ||||||||||||
| Interest income | (1,952 | ) | (61,657 | ) | (33,332 | ) | (200,047 | ) | ||||||||
| Debt issuance costs | 55,292 | - | 952,207 | - | ||||||||||||
| Change in fair value of senior secured debt | 285,234 | - | 90,050 | - | ||||||||||||
| Commitment fee warrants | 221,250 | - | 221,250 | - | ||||||||||||
| Warrants modification | 347,407 | - | 347,407 | - | ||||||||||||
| Severance cost | 183,939 | - | 183,939 | - | ||||||||||||
| Amortization | 10,315 | 16,034 | 33,711 | 76,475 | ||||||||||||
| Stock compensation | 915,274 | 1,092,982 | 3,184,125 | 2,625,502 | ||||||||||||
| Adjusted EBITDA continuing operations (Non-GAAP) | $ | (2,056,710 | ) | $ | (4,124,003 | ) | $ | (8,304,447 | ) | $ | (11,380,795 | ) | ||||
Revenues, net
During the three and nine months ended September 30, 2026, the Company’s revenues were approximately $0.3 million and $1.2 million, respectively, compared to approximately a negative $0.1 million and $1.6 million, respectively, in the three and nine months ended September 30, 2025. The year over year change is due to revenue that was recognized in 2025 related to two customer contracts that were amended in the three months ended September 30, 2025 to reduce contractual commitments due to delays in usage ramp and was therefore not recognized in 2026. Additionally, the Company added revenue from new customer acquisition in 2026, which is reflected in the quarter over quarter increase.
General and administrative expenses
During the three and nine months ended September 30, 2026 compared to the three and nine months ended September 30, 2025, general and administrative expense decreased by approximately $1.3 million and $2.5 million, respectively.
In April 2026, the Company’s implemented a cost reduction initiative in order to reduce expenses and cash requirements and re-balance staffing levels to better align with the evolving needs of the Company (the “Cost Reduction Initiative”). Under the Cost Reduction Initiative, 24 employees and 10 contractors have left the Company. For the nine months ended September 30, 2026, the Company incurred approximately $0.2 million of severance expenses.
The year-over-year decrease was driven by headcount and vendor-related expense reductions from the Q2 Cost Reduction Initiative and other cost reduction measures undertaken subsequently.
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Research and development expenses
During the three and nine months ended September 30, 2026 compared to the three and nine months ended September 30, 2025, research and development expenses decreased by approximately $0.4 million and $0.3 million, respectively. The decrease was due to the impact of the Q2 Cost Reduction Initiative, net of increased stock-based compensation and severance expense.
Amortization expense
Amortization expense remained flat during the three and nine months ended September 30, 2026 compared to September 30, 2025.
Other Income (Expense)
During the three and nine months ended September 30, 2026 compared to the three and nine months ended September 30, 2025, other expense, net increased by approximately $1.0 million and $1.8 million, respectively. The increase was primarily due to debt issuance costs of approximately $1.6 million incurred in connection with costs and changes in fair value measurements related to the April 2026 Debentures Offering and September 2026 Backstop Agreement, and to lower interest income.
Liquidity and Capital Resources
The Company has approximately $1.0 million of cash on hand and approximately ($4.8) million of working capital deficit as of September 30, 2026 mostly due to the $4.4 million in short term senior secured debt.
Cash used in operating activities was approximately $7.4 million and $11.8 million in the nine months ended September 30, 2026 and 2025, respectively.
Cash used in investing activities for the nine months ended September 30, 2026 was $0.0 million, compared with $0.0 million for the nine months ended September 30, 2025, for the payment of patent costs.
Cash provided by financing activities in the nine months ended September 30, 2026 consisted of approximately $3.8 million in net proceeds from the sale of Senior Secured Debentures.
Cash provided by financing activities in the nine months ended September 30, 2025 consisted of approximately $8.2 million in proceeds from the sale of common stock, net of offering costs.
During the remainder of 2026 and 2027, the Company will need to raise additional funds to support its operations and investments and to repay or refinance its senior secured debentures as it seeks to create a sustainable organization. The Company has announced that it is evaluating strategic and financing alternatives, which may include additional debt or equity financing, a strategic investment, a sale of the Company or of assets, or a merger or other business combination; there can be no assurance that this process will result in any transaction. Our growth-oriented business plan to offer products to our customers will require continued capital investment and there is no guarantee that such financing will be available, or available on acceptable terms.
There is no guarantee that our current business plan will not change, and as a result of such change, we will need additional capital to implement such business plan. Further, assuming we achieve our expected growth plan, of which there is no guarantee, we will need additional capital to implement growth beyond our current business plan.
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Macro-Economic Conditions
The global economy has been undergoing a period of political and economic uncertainty and stock markets are experiencing high levels of volatility, and it is difficult to predict how long this uncertainty and volatility will continue. The current increase in international tariffs and uncertainty over international trading conditions, continuing wars in Ukraine and the Middle East, inflationary pressures, rising energy prices and increases in interest rates have impacted the United States and other major economies and have created uncertainty regarding a possible recession. As a result, many businesses, especially in the technology sector, have made significant cut-backs in expenditure, including reductions in force and investment freezes. Our sales and results are also impacted by the changes in levels of spending on identity verification, management and security methods, and thus, negative trends in the global economy and other factors which negatively impact such spending may negatively impact the growth of our revenue from those products. All or any of these risks separately, or in combination could have a material adverse effect on our business, financial condition, results of operations, and cash flows.
Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is deemed by our management to be material to investors.
Recent Accounting Policies
The recent material accounting policies that may be the most critical to understanding of the financial results and conditions are discussed in Note 1 of the financial statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As a smaller reporting company, we are not required to include disclosure under this item.
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this Quarterly Report, our interim Chief Executive Officer and Chief Financial Officer performed an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Based on the evaluation, the interim Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2026, the Company’s disclosure controls and procedures are effective to ensure that the information required to be disclosed by the Company in the report that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as that term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II
ITEM 1. LEGAL PROCEEDINGS
From time to time the Company is a party to various legal or administrative proceedings arising in the ordinary course of our business. Litigation can be expensive and disruptive to normal business operations. Moreover, the results of complex legal proceedings are difficult to predict, and the Company’s view of these matters may change in the future as the litigation and events related thereto unfold. The Company expenses legal fees as incurred. The Company records a provision for contingent losses when it is probable that a liability has been incurred, and the amount of the loss can be reasonably estimated. No such provision has been recorded as of September 30, 2026 and 2025.
On January 29, 2026, the Company was served with a Summons and Complaint in the matter of Perez v. Intellicheck, Inc. and authID Inc., filed in the U.S. District Court for the Northern District of Illinois. The Complaint alleges that one of the Company’s partners (Intellicheck, Inc., a reseller of the Company’s services) and the Company collected, stored and used biometric information from the Plaintiff and similarly situated individuals in Illinois in violation of the Illinois Biometric Information Privacy Act, 740 ILCS 14/1 et seq. (“BIPA”). BIPA provides for statutory damages of $1,000 per negligent violation or $5,000 per intentional or reckless violation, and the Plaintiff seeks class action certification, damages, attorneys’ fees, and other relief. The Company is not able to fully assess the probability and outcome of the matter at this time due to the need to conduct further investigation. However, the Company believes the case is without merit and it does not currently believe that a material loss is probable or reasonably estimable. As such, the Company has not recognized a liability related to this matter and intends to vigorously defend the matter.
ITEM 1A. RISK FACTORS
Risk factors describing the major risks to our business can be found under Item 1A, “Risk Factors”, in our Annual Report on Form 10-K for the year ended December 31, 2025. Except as set forth below, there has been no material change in our risk factors from those previously discussed in the Annual Report on Form 10-K.
There can be no assurance that we will be able to regain and maintain compliance with the continued listing standards of the Nasdaq Capital Market including the minimum Stockholders’ Equity and minimum bid price requirements, and to effect a reverse stock split if required. Our failure to meet the continued listing requirements of the Nasdaq Capital Market could result in a de-listing of our Common Stock.
On August 18, 2026, the Company received a deficiency letter (the “Notice”) from the Listing Qualifications Department of The NASDAQ Stock Market LLC (“Nasdaq”) notifying the Company that it is not in compliance with Nasdaq Listing Rule 5550(b)(1) (“Rule 5550(b)(1)”), which requires a listed company to maintain stockholders’ equity of at least $2,500,000. The Notice states that the Company reported stockholders’ equity of $2,042,515 in its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2026, and that, as of the date of the Notice, the Company did not satisfy either of the alternatives to the stockholders’ equity requirement set forth in Nasdaq Listing Rules 5550(b)(2) and 5550(b)(3), which require a market value of listed securities of at least $35 million or net income from continuing operations of at least $500,000 in the most recently completed fiscal year, or in two of the three most recently completed fiscal years, respectively.
The Notice has no immediate effect on the listing or trading of the Company’s common stock, which continues to trade on the Nasdaq Capital Market under the symbol “AUID.” In accordance with Nasdaq Listing Rule 5810(c)(2)(A), on October 2, 2026, the Company submitted to Nasdaq a plan to regain compliance with Rule 5550(b)(1). On October 15, 2026 the Company received notice that Nasdaq accepted the Company’s plan, Nasdaq granted the Company an extension of up to 180 calendar days from the date of the Notice, or until February 15, 2027, to evidence compliance with Rule 5550(b)(1). If the Company does not regain compliance within the extension period, Nasdaq will provide written notification that the Company’s common stock is subject to delisting. In that event, the Company may appeal that determination to an independent Nasdaq Hearings Panel in accordance with Nasdaq Listing Rule 5815(a), and a timely request for a hearing would stay any suspension or delisting action pending the issuance of the Panel’s decision. The Panel has the discretion to grant the Company an additional period of up to 180 calendar days from the date of the delisting determination to regain compliance.
On August 27, 2026, the Company received a deficiency letter (the “Bid Price Notice”) from the Listing Qualifications Department of Nasdaq notifying the Company that, for the 30 consecutive business days from July 16, 2026 through August 26, 2026, the closing bid price of the Company’s common stock was below the minimum bid price of $1.00 per share required for continued listing on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”).
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The Bid Price Notice has no immediate effect on the listing or trading of the Company’s common stock, which continues to trade on the Nasdaq Capital Market under the symbol “AUID.” In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an initial compliance period of 180 calendar days from the date of the Bid Price Notice, or until February 23, 2027, to regain compliance with the Bid Price Rule. If, at any time during this 180-day period, the closing bid price of the Company’s common stock is at least $1.00 per share for a minimum of ten consecutive business days, Nasdaq will provide the Company written confirmation of compliance and this matter will be closed, although Nasdaq may, in its discretion, require the Company to maintain a bid price of at least $1.00 per share for a period in excess of ten consecutive business days, but generally no more than 20 consecutive business days, before determining that the Company has demonstrated an ability to maintain long-term compliance. If the Company elects to implement a reverse stock split to regain compliance, it must complete the split no later than ten business days prior to the expiration of the compliance period.
If the Company does not regain compliance with the Bid Price Rule by February 23, 2027, the Company may be eligible for an additional 180 calendar day compliance period. To qualify, the Company would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the bid price requirement, and would need to provide written notice to Nasdaq of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. As the Company is also not in compliance with the stockholders’ equity requirement for continued listing set forth in Nasdaq Listing Rule 5550(b)(1), and unless that deficiency is cured the Company would not satisfy the initial listing standards for the Nasdaq Capital Market that are a condition to a second compliance period. If the Company is not eligible for a second compliance period, or if it appears to Nasdaq that the Company will not be able to cure the deficiency, Nasdaq will provide written notification that the Company’s common stock is subject to delisting. In that event, the Company may appeal that determination to an independent Nasdaq Hearings Panel in accordance with Nasdaq Listing Rule 5815(a), and a timely request for a hearing would stay any suspension or delisting action pending the issuance of the Panel’s decision.
The Company intends to monitor the closing bid price of its common stock and to consider the options available to it to regain compliance with the Bid Price Rule, which may include effecting a reverse stock split, subject to obtaining any required stockholder approval. There can be no assurance that the Company will regain and maintain compliance with the stockholders’ equity requirement and the Bid Price Rule during the respective compliance periods, that the Company will be eligible for a second compliance period, that any action taken by the Company will result in compliance, or that the Company will otherwise satisfy the other continued listing requirements of the Nasdaq Capital Market, including the stockholders’ equity requirement of Nasdaq Listing Rule 5550(b)(1). These matters are subject to known and unknown risks and uncertainties, including the trading price of the Company’s common stock, the Company’s ability to obtain any required stockholder approval for, and to effect, a reverse stock split, the Company’s ability to cure its stockholders’ equity deficiency and to raise additional capital on acceptable terms or at all, substantial doubt regarding the Company’s ability to continue as a going concern, and the other factors described under “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. If the Nasdaq Capital Market takes steps to de-list our Common Stock, such a de-listing would likely have a negative effect on the price of our Common Stock and would impair our stockholders’ ability to sell or purchase our Common Stock when they wish to do so. In the event of a de-listing, we would likely take actions to attempt restore our compliance with the Nasdaq Capital Market’s listing requirements, but we can provide no assurance that any action taken by us would result in our Common Stock becoming listed again, or that any such action would stabilize the market price or improve the liquidity of our Common Stock.
We have substantial senior secured indebtedness maturing on February 28, 2027 that is secured by substantially all of our assets, and we do not currently have sufficient cash to repay it.
As of the date of this report, we have outstanding $4,465,000 aggregate principal amount of April 2026 Debentures (including the September 2026 Debentures) and $1,350,000 aggregate principal amount of October 2026 Debentures, all of which mature on February 28, 2027 or upon closing of an earlier change of control transaction) and are secured by a security interest in substantially all of our assets. We had approximately $1.0 million in cash on September 30, 2026. Unless the debentures are converted into common stock, which is subject to the stockholder approval described below, or we raise sufficient additional capital or consummate a strategic transaction, we will not be able to repay the debentures at maturity. An event of default under the debentures, including a cross-default to other indebtedness or the delisting of our common stock from Nasdaq would permit the holders to accelerate the debentures and exercise remedies against collateral, which would likely result in the loss of substantially all of our assets and could require us to cease operations. See Note 5 and Note 11 to the consolidated financial statements.
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The conversion of our debentures and the exercise of our warrants would result in substantial dilution and could result in a change of control, and absent stockholder approval under Nasdaq Listing Rule 5635 we will be unable to issue the shares required to satisfy those securities or to cure our stockholders’ equity deficiency through conversion.
The April 2026 Debentures and the September 2026 Debentures are convertible at $0.38 per share into an aggregate of 11,750,000 shares of common stock, and the October 2026 Debentures are convertible at $0.386 per share into 3,497,409 shares, in each case before giving effect to the 19.99% limitation under Nasdaq Listing Rule 5635. We also have outstanding warrants to purchase approximately 8.9 million shares of common stock, including the April 2026 Warrants, the Backstop Commitment Warrants, the October 2026 Warrants (which are not exercisable at all absent stockholder approval) and placement agent warrants, compared to 16,720,339 shares outstanding on September 30, 2026. Without stockholder approval, the aggregate number of shares we may issue in respect of the April 2026 and September 2026 securities is limited to 3,224,884 shares (of which 587,852 Fee Shares have been issued), the October 2026 Warrants may not be exercised, and securities held by a director may not be converted, exercised or repriced. We intend to seek stockholder approval at a special meeting, together with approval of a reverse stock split, and there can be no assurance that the requisite votes will be obtained. If stockholder approval is obtained and the debentures are converted, our existing stockholders would experience substantial dilution and one or more holders could acquire a controlling interest in the Company; if it is not obtained, the debentures will remain outstanding and payable in cash at maturity, and we may be unable to regain compliance with the Nasdaq Stockholders’ Equity requirement.
We depend on our Interim Chief Executive Officer and a significantly reduced workforce, and the outcome of our evaluation of strategic and financing alternatives is uncertain.
Effective September 4, 2026, our Chief Executive Officer resigned, and our Chief Technology Officer was appointed Interim Chief Executive Officer; our Chief Product Officer also departed in August 2026, and we have significantly reduced our workforce under the Cost Reduction Initiative. We have announced that we are evaluating strategic and financing alternatives, and the letter agreements with our Chairman and our Interim Chief Executive Officer provide for cash bonuses payable upon the closing of a Corporate Transaction. There can be no assurance that this process will result in any transaction, that any transaction will be on terms favorable to our stockholders, or that we will be able to retain the personnel necessary to operate our business or to identify and appoint a permanent Chief Executive Officer. The uncertainty associated with these matters may adversely affect our relationships with customers, partners and employees and our ability to execute our business plan.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
April 2026 Debentures Offering
On April 29, 2026, the Company entered into a private placement (the “April 2026 Offering”) pursuant to Securities Purchase Agreements dated as of April 29, 2026 (the “April 2026 Purchase Agreement”) with certain accredited investors (the “April 2026 Investors”). The Company issued and sold an aggregate of $4,165,000 principal amount of its Senior Secured Debentures (the “April 2026 Debentures”) together with accompanying Stock Purchase Warrants (the “April 2026 Warrants”).
The April 2026 Debentures are senior secured obligations of the Company, maturing six months from issuance (October29, 2026), which maturity date was subsequently extended to February 28, 2027 (see Note 11) The Debentures do not bear interest. The obligations under the Debentures are secured by a first-priority security interest in substantially all of the Company’s assets pursuant to a Security Agreement dated as of April 29, 2026, subject only to customary permitted liens.
The Company issued April 2026 Warrants to purchase a number of shares of the Company’s common stock equal to 1 share per $1.00 principal amount invested by each investor, at an exercise price of $1.50 per share. The April 2026 Warrants have a five-year term from issuance, are exercisable beginning six months after issuance, and include a cashless exercise provision. The April 2026 Warrants are subject to standard adjustments for share combinations, sub-division or reorganization and contain a beneficial ownership limitation of 4.99% or 9.99% (or 19.99 % in the case of one former Director) as elected by each individual April 2026 Investor.
In addition to the April 2026 Debentures and April 2026 Warrants, the Company issued to the April 2026 Investors “Fee Shares” in lieu of fees and interest equal to 15% of the principal amount invested by each investor divided by $1.00 (or the Nasdaq Consolidated Closing Bid Price if the April 2026 Investor is a director of the Company).
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The Company entered into a Registration Rights Agreement with the April 2026 Investors pursuant to which the Company agreed to register for resale the shares of common stock issuable upon exercise of the April 2026 Warrants and the Fee Shares (the “Registrable Securities”). On July 15, 2026 the Company filed a registration statement on Form S-1 (File No. 333-297474) registering the resale of 4,065,000 shares issuable upon exercise of the April 2026 Warrants and 572,852 Fee Shares, which was declared effective by the SEC on July 28, 2026.
The April 2026 Debentures and the April 2026 Purchase Agreement contain a most-favored-nation provision with respect to subsequent financings and provide for automatic conversion into securities issued in a subsequent financing on substantially similar economic terms (subordinate in right of payment and priority to the security issued to the lead investor in the subsequent financing).
The aggregate shares of common stock issuable pursuant to the April 2026 Debentures (upon conversion) and the Fee Shares, together with the Warrant Shares (if applicable), shall not exceed 19.99% of the Company’s outstanding common stock immediately prior to the date of the April 2026 Purchase Agreement without stockholder approval, in accordance with Nasdaq Listing Rule 5635.
The securities offered and sold in the April 2026 Offering were issued and sold in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D promulgated thereunder. The April 2026 Investors represented that they are accredited investors within the meaning of Rule 501(a) of Regulation D.
Additionally, the Company issued placement agent warrants representing approximately 7% warrant coverage of the aggregate financing amount as compensation for placement agent services and paid the placement agents cash commission and expenses totaling $646,550.
The net proceeds of the April 2026 Offering totaling approximately $3.5 million will be used for working capital and general corporate purposes.
Backstop Commitment Agreement
On September 9, 2026, the Company entered into a Backstop Commitment Agreement with certain accredited investors (the “September 2026 Investors”) pursuant to which the Company agreed, in exchange for a commitment of up to $300,000 in funding, or $500,000 in funding in the event of a transaction with a third-party strategic investor, to issue additional Senior Secured Debentures (effected by way of an amendment increasing the principal amount of the September 2026 Investors’ April 2026 Debentures) with the same terms as the April 2026 Debentures, convertible at the option of the holder into common stock at a conversion price of $0.38 per share, and fixed the conversion price of outstanding April 2026 Debentures at $0.38 per share, except that any April 2026 Debenture held by a director of the Company is not convertible without prior stockholder approval in accordance with Nasdaq Listing Rule 5635(c). The Company also agreed to issue 750,000 warrants to the September 2026 Investors (the “Backstop Commitment Warrants”) with an exercise price of $0.57 per share and reduced the exercise price of all April 2026 Warrants from $1.50 to $0.57. per share, except that the exercise price of any April 2026 Warrant held by a director of the Company will not be adjusted without prior stockholder approval. The Backstop Commitment Warrants have a five-year term from issuance, are exercisable at any time during their five-year term, and include a cashless exercise provision The Backstop Commitment Warrants are subject to standard adjustments for share combinations, sub-division or reorganization and contain a beneficial ownership limitation of 4.99% or 9.99% (or 19.99 % in the case of one former Director) as elected by each individual September 2026 Investor.
The September 2026 Investors funded $300,000 under the Backstop Agreement on September 11, 2026 and, pursuant to a Notice to and Consent of the April 2026 Investors dated October 5, 2026 (the “October 2026 Notice”), the principal amount of the September 2026 Investors’ April 2026 Debentures was increased by an aggregate of $300,000 (such additional principal, the “September 2026 Debentures”).
By virtue of the Backstop Commitment Agreement, the April 2026 Debentures were amended pursuant to the most-favored-nation provision with respect to subsequent financings of the April 2026 Purchase Agreement and the April 2026 Debentures became convertible into Common Stock at a conversion price of $0.38. In addition, the exercise price of each of the April 2026 Warrants was reduced to $0.57.
On October 5, 2026 pursuant to the October 2026 Notice, the April 2026 Debentures were amended to extend the maturity date to February 28, 2027 and the exercise price of the April 2026 Warrants (other than those held by a director) was reduced from $0.57 to $0.50, per share, and the April 2026 Investors consented to the October 2026 Offering and to the pari passu ranking of the October 2026 Debentures described in Note 11 (See Note 11- Subsequent Events).
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The Backstop Commitment Warrants and the shares issuable upon exercise thereof, the September 2026 Debentures and the shares issuable upon conversion thereof, and the placement agent warrants were issued, and the adjustments to the conversion price of the April 2026 Debentures and the exercise price of the April 2026 Warrants were effected, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D promulgated thereunder. Each September 2026 Investor represented that it is an accredited investor within the meaning of Rule 501(a) of Regulation D, and the securities were offered and sold without general solicitation or advertising. The $300,000 of proceeds of the September 2026 Debentures was used for working capital and general corporate purposes. The October 2026 Offering described in Note 11 was reported in the Company’s Current Report on Form 8-K filed on October 9, 2026.
Stock Options
On May 27, 2026 the Company granted 1,284,748 options under the 2026 Plan at an exercise price of $1.24 per share to Executives (See Note 7) and employees of the Company. All such grants under the 2026 Plan were subject to approval of the 2026 Plan by the stockholders and such approval was granted at the 2026 Annual Meeting of the Company held on July 6 2026.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable to our operations.
ITEM 5. OTHER INFORMATION
10b5-1 trading arrangements
During the nine months ended September 30, 2026, no director or officer of the Company
Nasdaq Notices
On August 18, 2026, the Company received a notice letter from the Listing Qualifications staff of The NASDAQ Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with Nasdaq Listing Rule 5550(b)(1) (“Rule 5550(b)(1)”) as the Company’s stockholders’ equity of $2,042,515, as reported on the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2026, was below $2.5 million, which is the minimum stockholders’ equity required for compliance with Rule 5550(b)(1). Further, as of August 18, 2026, the Company did not meet the alternative compliance standards relating to the market value of listed securities, or net income from continuing operations. In accordance with Nasdaq Listing Rule 5810(c)(2)(A), on October 2, 2026, the Company submitted to Nasdaq a plan to regain compliance with Rule 5550(b)(1). On October 15, 2026 the Company received notice that Nasdaq accepted the Company’s plan, Nasdaq granted the Company an extension of up to 180 calendar days from the date of the Notice, or until February 15, 2027, to regain compliance with Rule 5550(b)(1).
On August 27, 2026, the Company received a deficiency letter from the Listing Qualifications Department of Nasdaq notifying the Company that it is also not currently in compliance with the Nasdaq continued listing requirement that the Company maintain a bid price for the Company’s common stock of above $1.00 per share (the “Bid Price Requirement”)
The notices do not result in the immediate delisting of the Company’s common stock from the Nasdaq Capital Market. The Company submitted a plan to regain compliance with Nasdaq’s minimum stockholders’ equity requirement and was granted an extension through February 15, 2027 to regain compliance with Rule 5550(b)(1). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an initial compliance period of 180 calendar days from the date of the Bid Price Notice, or until February 23, 2027, to regain compliance with the Bid Price Rule.
There can be no assurance that the Company will be able to regain compliance with Nasdaq’s minimum stockholders’ equity requirement and the Bid Price Requirement or maintain compliance with the other listing requirements. If the Company does not regain compliance with the stockholders’ equity requirement within the extension period, Nasdaq will provide written notification that the Company’s common stock is subject to delisting. In such event, Nasdaq rules permit the Company to request a hearing before an independent Hearings Panel, which has the authority to grant the Company an additional extension of time of up to 180 calendar days to regain compliance. If the Company does not regain compliance with the Bid Price Rule by February 23, 2027, the Company may be eligible for an additional 180 calendar day compliance period, subject to compliance with all other listing requirements.
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ITEM 6. EXHIBITS
| Exhibit Number | Description | |
| 3.1 (1) | Amended & Restated Certificate of Incorporation | |
| 3.2 (6) | Amended & Restated Bylaws as of July 18, 2022 | |
| 3.3 (2) | Certificate of Amendment dated June 14, 2021 | |
| 3.4 (6) | Certificate of Amendment to Amended and Restated Certificate of Incorporation as of July 18, 2022 | |
| 3.5 (7) | Certificate of Amendment to Amended and Restated Certificate of Incorporation as of September 20, 2022 | |
| 3.6 (13) | Certificate of Amendment to the Amended and Restated Certificate of Incorporation dated June 26, 2023 | |
| 3.7 (22) | Certificate of Amendment to the Certificate of Incorporation | |
| 4.1 (2) | Form of Stock Option | |
| 4.2 (27) | Description of the Registrant’s Securities | |
| 10.1 (2) | Form of Director Agreement | |
| 10.2 (2) | Form of Indemnification Agreement | |
| 10.3 (3) | 2017 Incentive Stock Plan | |
| 10.4 (2) | Executive Retention Agreement entered between the Company and Thomas L. Thimot dated June 14, 2021 | |
| 10.5 (2) | Executive Retention Agreement entered between the Company and Cecil N. Smith III dated June 14, 2021 | |
| 10.6 (4) | AuthID Inc. 2021 Equity Incentive Plan | |
| 10.7 (5) | Letter Agreement between Annie Pham and AuthID Inc. dated April 25, 2022 | |
| 10.8 (8) | Amended and Restated Facility Agreement between the Company and Stephen J. Garchik dated March 8, 2023. | |
| 10.9 (8) | Promissory Note between the Company and Stephen J. Garchik dated March 9, 2023. | |
| 10.10 (8) | Guaranty Agreement by FIN Holdings Inc., Innovation in Motion, Inc. and ID Solutions, Inc. in favor of Stephen J. Garchik dated March 9, 2023. | |
| 10.11 (8) | Release Agreement between the Company and Stephen J. Garchik dated March 9, 2023. | |
| 10.12 (9) | Letter Agreement between Rhoniel Daguro and AuthID Inc. dated March 23, 2023 | |
| 10.13 (9) | Executive Retention Agreement between Rhoniel Daguro and AuthID Inc. dated March 23, 2023 | |
| 10.14 (9) | Confidential Separation Agreement and General Release between Thomas Thimot and authID Inc. Dated March 23, 2023 | |
| 10.15 (10) | Letter Agreement between Thomas Szoke and AuthID Inc. dated April 12, 2023 | |
| 10.16 (10) | Executive Retention Agreement between Thomas Szoke and AuthID Inc. dated April 12, 2023 | |
| 10.17 (11) | Executive Retention Agreement between Annie Pham and AuthID Inc. dated May 11, 2023 | |
| 10.18 (12)** | Form of Securities Purchase Agreement dated as of May 23, 2023 between the Company and accredited investors | |
| 10.19 (12) | Engagement Agreement dated as of April 20, 2023 between the Company and Madison Global Partners LLC | |
| 10.20 (12) | Stock Purchase Warrant dated May 26, 2023 issued to Madison Global Partners LLC | |
| 10.21 (12)** | Form of Exchange Agreement dated as of May 23, 2023 between the Company and certain Holders | |
| 10.22 (14) | Letter Agreement between Edward Sellitto and authID Inc. dated July 31, 2023 | |
| 10.23 (15) | Agreement dated October 25, 2023 between The Pipeline Group, Inc. and authID Inc. | |
| 10.24 (17) | Form of Securities Purchase Agreement dated as of November 20, 2023 between the Company and accredited investor | |
| 10.25 (17) | Engagement Agreement dated as of November 2, 2023 between the Company and Madison Global Partners, LLC | |
| 10.26 (17) | Stock Purchase Warrant dated November 22, 2023 issued to Madison Global Partners, LLC | |
| 10.27 (18)** | Agreement dated December 19, 2023 between The Pipeline Group, Inc and authID Inc. | |
| 10.28 (19) | Letter Agreement between Kunal Mehta and authID Inc. | |
| 10.29 (21)** | Form of Securities Purchase Agreement dated as of June 24, 2024 between the Company and accredited investors | |
| 10.30 (21) | Engagement Agreement, dated as of June 24, 2024 between the Company and Madison Global Partners, LLC | |
| 10.31 (21) | Stock Purchase Warrant issued to Madison Global Partners LLC dated June 27, 2024 | |
| 10.32 (23)** | Agreement dated August 26, 2024 between The Pipeline Group, Inc. and authID Inc. |
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| 10.33 (22) | Letter Agreement between Erick Soto and authID Inc. dated September 10, 2024 | |
| 10.34 (22) | Executive Retention Agreement between Erick Soto and AuthID Inc. dated September 10, 2024 | |
| 10.35 (24)** | Form of Securities Purchase Agreement dated as of March 31, 2025 between the Company and accredited investors | |
| 10.36 (24) | Form of Pre-Funded Warrant dated April 1, 2025 | |
| 10.37 (24) | Engagement Agreement dated as of March 12, 2025 between the Company and Madison Global Partners LLC | |
| 10.38 (24) | Amendment to the Engagement Agreement dated as of March 26, 2025 between the Company and Madison Global Partners LLC | |
| 10.39 (24) | Placement Agency Agreement between the Company and Dominari Securities LLC dated March 31, 2025 | |
| 10.40 (24) | Stock Purchase Warrant issued to Madison Global Partners LLC dated April 1, 2025 | |
| 10.41 (24) | Stock Purchase Warrant issued to Dominari Securities LLC dated April 1, 2025 | |
| 10.42 (25) | Form of Securities Purchase Agreement, dated as of May 6, 2025, between the Company and accredited investors | |
| 10.43 (25) | Placement Agency Agreement between the Company and Dominari Securities LLC dated May 6, 2025 | |
| 10.44 (25) | Stock Purchase Warrant issued to Madison Global Partners, LLC dated May 7, 2025 | |
| 10.45 (25) | Stock Purchase Warrant issued to Dominari Securities LLC dated May 7, 2025 | |
| 10.46 (26) | Form of Director Appointment Letter | |
| 10.47 (27)** | Agreement dated September 26, 2025 between The Pipeline Group, Inc. and authID Inc. | |
| 10.48 (28) | Form of Securities Purchase Agreement, dated as of November 21, 2025, between the Company and accredited investors | |
| 10.49 (28) | Form of Pre-Funded Warrant dated November 24, 2025 | |
| 10.50 (28) | Engagement Agreement dated as of November 20, 2025 between the Company and Madison Global Partners, LLC | |
| 10.51 (28) | Placement Agency Agreement between the Company and Dominari Securities LLC dated November 21, 2025 | |
| 10.52 (28) | Stock Purchase Warrant issued to Madison Global Partners, LLC | |
| 10.53 (28) | Stock Purchase Warrant issued to Dominari Securities LLC | |
| 10.54 (28) | Stock Purchase Warrant issued to Madison Global Partners, LLC dated November 20, 2025 | |
| 10.55 (31)** | Agreement dated April 13, 2026 between The Pipeline Group, Inc. and authID Inc. | |
| 10.56 (30) | Form of Securities Purchase Agreement dated April 29, 2026 | |
| 10.57 (30) | Form of Senior Secured Debenture | |
| 10.58 (30) | Form of Stock Purchase Warrant | |
| 10.59 (30) | Form Security Agreement dated April 29, 2026 | |
| 10.60 (30) | Form Registration Rights Agreement dated April 29, 2026 | |
| 10.61 (32) | authID Inc. 2026 Equity Incentive Plan | |
| 10.62 (33)** | Letter Agreement dated August 28, 2026 between authID Inc. and Thomas R. Szoke | |
| 10.63 (33)** | Letter Agreement dated August 28, 2026 between authID Inc. and Rhoniel A. Daguro | |
| 10.64 (34) | Form of Backstop Commitment Agreement dated as of September 9, 2026 by and among authID Inc. and the Commitment Parties identified therein | |
| 10.65 (35) | Form of Senior Secured Convertible Debenture issued October 6, 2026 | |
| 10.66 (35) | Form of Security Agreement dated as of October 5, 2026 | |
| 10.67 (35) | Form of Registration Rights Agreement dated as of October 5, 2026 | |
| 10.68 (35) | Form of Notice to and Consent of Holders of April 2026 Senior Secured Debentures dated October 5, 2026 | |
| 10.69 (35) | Form of Placement Agent Warrant issued to Madison Global Partners, LLC | |
| 14.1 (16) | Code of Ethics | |
| 19 (23) | Insider Trading Policy | |
| 21.1(29) | List of Subsidiaries | |
| 31.1* | Certification of Interim Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act | |
| 31.2* | Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act | |
| 32.1* | Certification of Interim Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 97.1 (16) | Policy for the Recovery of Erroneously Awarded Compensation adopted October 6, 2023 | |
| 99.1 (20) | Policy on Granting Equity Awards | |
| 101.INS* | Inline XBRL Instance Document | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
| * | Filed herewith |
| ** | Certain confidential portions of this exhibit were omitted by means of marking such portions with asterisks because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed. A copy of any omitted portions will be furnished to the SEC upon request. |
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| (1) | Incorporated by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on March 23, 2021. |
| (2) | Incorporated by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on June 15, 2021. |
| (3) | Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities Exchange Commission on May 4, 2018. |
| (4) | Incorporated by reference to the Form S-8 Registration Statement filed with the Securities Exchange Commission on February 1, 2022. |
| (5) | Incorporated by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on April 27, 2022. |
| (6) | Incorporated by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on July 19, 2022. |
| (7) | Incorporated by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on September 21, 2022. |
| (8) | Incorporated by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on March 10, 2023. |
| (9) | Incorporated by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on March 28, 2023. |
| (10) | Incorporated by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on April 18, 2023. |
| (11) | Incorporated by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on May 16, 2023. |
| (12) | Incorporated by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on May 26, 2023. |
| (13) | Incorporated by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on June 27, 2023. |
| (14) | Incorporated by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on August 3, 2023. |
| (15) | Incorporated by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on October 26, 2023. |
| (16) | Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities Exchange Commission on November 8, 2023. |
32
| (17) | Incorporated by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on November 27, 2023. |
| (18) | Incorporated by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on December 21, 2023. |
| (19) | Incorporated by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on March 26, 2024. |
| (20) | Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities Exchange Commission on May 15, 2024. |
| (21) | Incorporated by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on June 27, 2024. |
| (22) | Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities Exchange Commission on November 7, 2024. |
| (23) | Incorporated by reference to the Form 10-K Annual Report filed with the Securities Exchange Commission on March 13, 2025. |
| (24) | Incorporated by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on April 2, 2025. |
| (25) | Incorporated by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on May 7, 2025 |
| (26) | Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities Exchange Commission on August 14, 2025 |
| (27) | Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities Exchange Commission on November 12, 2025 |
| (28) | Incorporated by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on November 24, 2025 |
| (29) | Incorporated by reference to the Form 10-K Annual Report filed with the Securities Exchange Commission on March 31, 2026. |
| (30) | Incorporated by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on May 1, 2026. |
| (31) | Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities Exchange Commission on May 14, 2026 |
| (32) | Incorporated by reference to the Form DEF14A filed with the Securities Exchange Commission on June 1, 2026 |
| (33) | Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 2, 2026. |
| (34) | Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 15, 2026. |
| (35) | Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on October 9, 2026. |
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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 thereunto duly authorized.
| authID Inc. |
| By: | /s/ Thomas R. Szoke | |
| Thomas R. Szoke | ||
| Interim Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| By: | /s/ Ed Sellitto | |
| Ed Sellitto | ||
| Chief Financial Officer, | ||
| (Principal Financial and Accounting Officer) | ||
| Dated: November 12, 2026 |
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