authID hit with Nasdaq $1 bid price warning

AUID gets until Feb. 23, 2027 to regain $1.00 bid compliance; any reverse split would need stockholder approval and execution 10 days before.

Rhea-AI Filing Summary

authID Inc. (AUID) reports that Nasdaq has notified the company it is out of compliance with the Nasdaq Capital Market’s $1.00 minimum bid price requirement after its common stock closed below that level for 30 consecutive business days from July 16 to August 26, 2026. The stock continues to trade on Nasdaq under “AUID” and the notice has no immediate effect on trading.

The company has an initial 180‑day compliance period, until February 23, 2027, to regain compliance, which would occur if the closing bid price is at least $1.00 for at least 10 consecutive business days, and possibly up to 20 days if Nasdaq so requires. authID may implement a reverse stock split, subject to stockholder approval, and must complete it at least 10 business days before the compliance deadline if used to cure the deficiency.

authID also discloses it is not in compliance with Nasdaq’s stockholders’ equity requirement, which could prevent access to a second 180‑day compliance period and increase delisting risk. The company cites risks including its ability to cure the equity deficiency, raise additional capital, and substantial doubt about its ability to continue as a going concern.

Positive

• None.

Negative

• Nasdaq minimum bid price deficiency after 30 consecutive business days below $1.00, triggering a potential delisting process if not cured by February 23, 2027.
• Non‑compliance with Nasdaq stockholders’ equity requirement, which may block access to a second 180‑day compliance period and raises additional listing risk.
• Company highlights substantial doubt about its ability to continue as a going concern among the key risks affecting its ability to regain and maintain Nasdaq compliance.

Filing Explained

If Nasdaq later notifies authID that its common stock is subject to suspension or delisting, the company may appeal to an independent Nasdaq Hearings Panel; a timely hearing request would stay that action while the panel considers the appeal.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Key Figures

Minimum bid price requirement: $1.00 per share Consecutive days below minimum bid: 30 business days Initial compliance period: 180 calendar days +2 more

5 metrics

Minimum bid price requirement $1.00 per share Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market

Consecutive days below minimum bid 30 business days From July 16, 2026 through August 26, 2026, closing bid price was below $1.00

Initial compliance period 180 calendar days Period from August 27, 2026 Notice until February 23, 2027 to regain bid price compliance

Compliance trading-day requirement 10–20 consecutive business days Closing bid must be at least $1.00 for at least 10 days, and possibly up to 20, to demonstrate compliance

Potential second compliance period Additional 180 calendar days Available only if stockholders’ equity and other initial listing standards (except bid price) are met

Key Terms

Bid Price Rule, reverse stock split, stockholders’ equity requirement, Nasdaq Hearings Panel, +1 more

5 terms

Bid Price Rule regulatory

"the minimum bid price of $1.00 per share required for continued listing"

reverse stock split financial

"If the Company elects to implement a reverse stock split to regain compliance"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

stockholders’ equity requirement financial

"not in compliance with the stockholders’ equity requirement for continued listing"

A stockholders’ equity requirement is a minimum amount of net assets — assets minus liabilities — that a company must keep on its balance sheet to meet rules set by regulators, lenders or stock exchanges. Think of it as a required safety buffer or minimum bank balance that shows the company has enough of its own capital to absorb losses; falling below it can limit dividends, trigger covenants or risk sanctions, so investors watch it as a sign of financial health and compliance.

Nasdaq Hearings Panel regulatory

"the Company may appeal that determination to an independent Nasdaq Hearings Panel"

A Nasdaq hearings panel is a group of experts that reviews cases when a company's stock listing is at risk of being removed from the exchange. They evaluate whether the company has met certain standards and determine if it can keep trading on Nasdaq. This process matters to investors because it can affect a company's ability to raise money and maintain credibility in the market.

going concern financial

"substantial doubt regarding the Company’s ability to continue as a going concern"

Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.

FAQ

Why did authID Inc. (AUID) receive a Nasdaq deficiency notice?

authID received a Nasdaq notice because its common stock’s closing bid price was below $1.00 per share for 30 consecutive business days from July 16 to August 26, 2026, violating Nasdaq Listing Rule 5550(a)(2) on minimum bid price.

How long does authID Inc. (AUID) have to regain Nasdaq bid price compliance?

authID has an initial 180‑day compliance period, until February 23, 2027, to regain compliance. It would regain compliance if its closing bid price is at least $1.00 per share for a minimum of 10 consecutive business days, or up to 20 days if Nasdaq requires.

Is authID Inc. (AUID) facing other Nasdaq listing issues besides bid price?

Yes. authID discloses it is not in compliance with Nasdaq Listing Rule 5550(b)(1) regarding the stockholders’ equity requirement. Unless that deficiency is cured, the company would not meet the initial listing standards needed to qualify for a second compliance period.

Could authID Inc. (AUID) be delisted from Nasdaq?

authID could be delisted if it fails to regain compliance with the Bid Price Rule and the stockholders’ equity requirement. Nasdaq could then issue a delisting notice, which authID could appeal to an independent Nasdaq Hearings Panel, temporarily staying suspension or delisting.

What actions might authID Inc. (AUID) take to regain Nasdaq compliance?

authID states it will monitor its stock’s closing bid price and consider options to regain compliance, which may include effecting a reverse stock split, subject to any required stockholder approval, and addressing its stockholders’ equity deficiency.

Does the Nasdaq notice immediately affect trading in authID Inc. (AUID) stock?

No. The Nasdaq notice has no immediate effect on the listing or trading of authID’s common stock. The shares continue to trade on the Nasdaq Capital Market under the symbol AUID while the company works to regain compliance.

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

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 27, 2026

authID Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-40747		46-2069547
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

1580 N. Logan St, Suite 660, Unit 51767, Denver, Colorado 80203

(Address of principal executive offices) (zip code)

516-274-8700

(Registrant’s telephone number, including area code)

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):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:  

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		AUID		The Nasdaq Stock Market, LLC

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).

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. ☐

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On August 27, 2026, authID Inc. (the “Company”) received a deficiency letter (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“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”).

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)(3)(A), the Company has been provided an initial compliance period of 180 calendar days from the date of the 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 previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 21, 2026, 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 compliance with the Bid Price Rule during the initial compliance period, 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).

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the Company’s plans and ability to regain and thereafter maintain compliance with the minimum bid price requirement and the other continued listing requirements of the Nasdaq Capital Market, the availability of a second compliance period, the possible implementation of a reverse stock split, and the consequences of any failure to regain compliance. These statements are based on management’s current expectations and 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 and in its subsequent filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to update any forward-looking statement, except as required by law.

1

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: September 1, 2026	By:	/s/ Edward Sellitto
	Name:	Edward Sellitto
	Title:	Chief Financial Officer

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Filing Exhibits & Attachments

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Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB