[8-K] authID Inc. Reports Material Event
Rhea-AI Filing Summary
authID Inc. entered into a securities purchase agreement with accredited investors for a registered offering of 1,626,441 shares of common stock, mostly priced at $1.35 per share, with a higher $1.71 price for a director, officer or affiliate purchaser. Certain investors may instead buy pre-funded warrants to purchase 1,062,306 shares of common stock at a warrant purchase price of $1.3499 and an exercise price of $0.0001.
The securities are offered under an existing Form S-3 shelf using a base prospectus dated December 9, 2024 and a prospectus supplement dated November 21, 2025, and the offering closed on November 24, 2025. authID retained Dominari Securities LLC and Madison Global Partners, LLC as co-placement agents, paying tiered fees based on gross proceeds and additional cash advisory and management fees.
authID also issued Madison warrants for up to 92,051 shares at $1.35 and a separate 250,000-share warrant at $1.71 for strategic advisory services, and issued Dominari warrants for up to 192,319 shares at $1.35, adding to potential future equity dilution.
Positive
- None.
Negative
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Insights
authID raises equity via shelf takedown with added banker warrants.
authID Inc. used its Form S-3 shelf to complete a registered offering of 1,626,441 common shares, with most priced at
Co-placement agents Madison Global Partners and Dominari Securities earn percentage-based fees on gross proceeds, plus advisory and management fees, alongside expense reimbursements including two separate
The company also granted Madison warrants for up to 92,051 shares at
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 1.01. Entry into a Material Definitive Agreement.
On November 21, 2025, authID Inc. (the “Company”) entered into a securities purchase agreement with accredited investors (the “Purchase Agreement”), pursuant to which the Company agreed to issue and sell, in a registered offering (the “Offering”) an aggregate of 1,626,441 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) at a per share price of $1.35 per share and at a price of $1.71 per share for a purchaser that is a director, officer and/or affiliate of the Company. In lieu of offering the Shares to certain investors that so choose, the investors may choose to purchase pre-funded warrants (the “Pre-Funded Warrants”) to purchase 1,062,306 shares of our common stock (the “Warrant Shares”). The purchase price of the Pre-Funded Warrant was $1.3499, which is equal to the price per share of the Shares, minus $0.0001, the exercise price of each Pre-Funded Warrant.
The Shares and the Pre-Funded Warrants including the Warrant Shares were offered and sold pursuant to a base prospectus, dated December 9, 2024, and a prospectus supplement, dated November 21, 2025, in connection with a takedown from the Company’s shelf registration statement on Form S-3 (Registration No. 333-283580). The Offering closed on November 24, 2025.
The Company retained Dominari Securities LLC (“Dominari”) and Madison Global Partners, LLC (“Madison”), as co-placement agents (collectively, Dominari and Madison are referred to as the “Placement Agents”) with respect to this Offering. The Company entered into an engagement letter with Madison dated November 20, 2025 (the “Madison Engagement Agreement”), and a Placement Agency Agreement with Dominari dated November 21, 2025y (the “Placement Agency Agreement”).
The Company paid the Placement Agents’ fees including 7% of the gross proceeds from the sale of the shares sold by Madison and 8% of the gross proceeds from the sale of the shares sold by Dominari. Madison was also paid a cash fee of 3% of the gross proceeds from the sale of shares to investors introduced to the Company by Dominari in the Offering.
In addition, the Company issued Madison warrants to purchase (i) up to 92,051 shares of common stock of the Company, which are equal to 7% of the number of Shares placed by Madison in the Offering and 3% of the number of Shares placed by Dominari in the Offering (the “Madison Warrants”) and (ii) a warrant to purchase up to 250,000 shares of common stock exercisable at $1.71 per share for strategic advisory services (the “Madison Advisory Warrants”). The Company issued Dominari warrants (the “Dominari Warrants”) to purchase up to 192,319 shares of common stock of the Company, which are equal to 8% of the number of Shares placed by Dominari in the Offering. The Madison Warrants and the Dominari Warrants have an exercise price of $1.35 per share. The Company agreed to reimburse the Placement Agents for legal fees and other expenses incurred by the Placement Agents in connection with the Offering. The Company reimbursed Madison $100,000 for legal fees and other expenses. In addition, the Company paid Madison a non-refundable advisory fee of $50,000 upon engagement and a $30,000 fee upon closing of the Offering. The Company reimbursed Dominari $100,000 for legal fees and other expenses. In addition, the Company paid Dominari a 1% management fee of the gross proceeds raised by Dominari.
The foregoing descriptions of the Purchase Agreement, the Pre-Funded Warrant, the Madison Engagement Agreement, the Placement Agency Agreement, the Madison Warrants, the Madison Advisory Warrants and the Dominari Warrants are not complete and are qualified in their entirety by references to the full text of each the agreements that are filed as exhibits to this Current Report on Form 8-K and are incorporated by reference herein.
A copy of the opinion of Fleming PLLC relating to the validity of the securities issued in the Offering is filed herewith as Exhibit 5.1.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
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Item 9.01 Financial Statements and Exhibits
(d) Index of Exhibits
| Exhibit
No. |
Description | |
| 5.1 | Opinion of Fleming PLLC | |
| 10.1* | Form of Securities Purchase Agreement, dated as of November 21, 2025, between the Company and accredited investors | |
| 10.2 | Form of Pre-Funded Warrant dated November 24, 2025 | |
| 10.3 | Engagement Agreement dated as of November 20, 2025 between the Company and Madison Global Partners, LLC | |
| 10.4 | Placement Agency Agreement between the Company and Dominari Securities LLC dated November 21, 2025 | |
| 10.5 | Stock Purchase Warrant issued to Madison Global Partners, LLC | |
| 10.6 | Stock Purchase Warrant issued to Dominari Securities LLC | |
| 10.7 | Stock Purchase Warrant issued to Madison Global Partners, LLC dated November 20, 2025 | |
| 23.1 | Consent of Fleming PLLC (included in Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Certain schedules and exhibits to this agreement have been omitted pursuant to Instruction 4 to Item 1.01 of Form 8-K. A copy of any omitted schedule or exhibit will be furnished to the SEC upon request. |
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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 hereunto duly authorized.
| authID Inc. | ||
| Date: November 24, 2025 | By: | /s/ Edward Sellitto |
| Name: | Edward Sellitto | |
| Title: | Chief Financial Officer | |
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