How does Nasdaq Listing Rule 5635 limit authID’s share issuance from this financing?

The aggregate common shares issuable from debenture conversion or exchange, related fee shares, and any applicable warrant shares cannot exceed 19.99% of authID’s outstanding stock immediately before the Purchase Agreement date without stockholder approval, in order to comply with Nasdaq Listing Rule 5635 requirements.

[8-K] authID Inc. Reports Material Event

authID Inc. entered into a private financing on April 29, 2026, issuing approximately $3,765,000 principal amount of senior secured debentures to accredited investors, along with stock purchase warrants and equity fee shares.

Filing Impact

(High)

Filing Sentiment

(Neutral)How Sentiment works

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.

How Sentiment works How the balance works

Form Type

8-K

Rhea-AI Filing Summary

authID Inc. entered into a private financing on April 29, 2026, issuing approximately $3,765,000 principal amount of senior secured debentures to accredited investors, along with stock purchase warrants and equity fee shares. The debentures mature in six months, bear no interest, and are secured by a first‑priority lien on substantially all company assets.

The warrants allow investors to buy common stock equal to 100% of each investor’s principal at a $1.50 exercise price, are exercisable after six months, run for five years, and include cashless exercise and beneficial ownership limits of 4.99%, 9.99%, or 19.99% for one director. Investors also received fee shares equal to 15% of principal divided by $1.00. Registration rights cover resale of warrant shares and fee shares, and a Nasdaq Rule 5635 limitation caps total issuable shares from this financing at 19.99% of pre‑transaction outstanding stock without stockholder approval.

Positive

None.

Negative

Short-maturity secured debt and dilution overhang: The six‑month, senior secured debentures totaling approximately $3,765,000, combined with 100% warrant coverage and 15% fee shares (subject to a 19.99% Nasdaq cap), add leverage and create a significant potential equity overhang for existing holders.

Insights

authID takes on short-term secured debt with attached equity, adding leverage and potential dilution.

authID raised $3,765,000 through senior secured debentures maturing in six months with no stated interest but backed by a first‑priority lien on substantially all assets. This provides near‑term liquidity but concentrates refinancing and repayment risk around October 2026.

Investors also received five‑year warrants at $1.50 per share equal to 100% of principal and equity fee shares equal to 15% of principal divided by $1.00. A Nasdaq Listing Rule 5635 cap limits total shares from this structure to 19.99% of pre‑deal outstanding stock, but the combined debentures, warrants, and fee shares still represent a meaningful potential overhang for existing shareholders.

8-K Event Classification

4 items: 1.01, 2.03, 3.02, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Debenture principal: $3,765,000 principal amount Debenture maturity: Six months from issuance Warrant coverage: 100% of principal invested +5 more

8 metrics

Debenture principal $3,765,000 principal amount Senior secured debentures issued in April 2026 private placement

Debenture maturity Six months from issuance Maturity in October 2026 for senior secured debentures

Warrant coverage 100% of principal invested Number of warrant shares equals each investor’s principal amount

Warrant exercise price $1.50 per share Exercise price for five‑year stock purchase warrants

Fee shares percentage 15% of principal / $1.00 Fee shares equal 15% of each investor’s principal divided by $1.00

Beneficial ownership limits 4.99%, 9.99%, 19.99% Investor‑elected caps on ownership from warrant exercises, including 19.99% for one director

Nasdaq issuance cap 19.99% of outstanding shares Maximum shares issuable from debentures, fee shares and warrants without stockholder approval

Registration trigger Within 10 days after 60‑day anniversary Timing to register registrable securities absent a subsequent financing

Key Terms

Senior Secured Debentures, Stock Purchase Warrants, Registration Rights Agreement, beneficial ownership limitation, +2 more

6 terms

Senior Secured Debentures financial

"The Company issued and sold an aggregate of approximately $3,765,000 principal amount of its Senior Secured Debentures"

A senior secured debenture is a company-issued loan note that has two protections for lenders: it ranks near the top of the payment line if the company runs into trouble (senior) and is backed by specific assets as collateral (secured). Think of it like a loan that comes with a legal claim on certain property and a promise to be paid before many other creditors; that makes it generally safer than unsecured or junior debt and influences the interest rate, credit risk, and recoveries investors can expect.

Stock Purchase Warrants financial

"together with accompanying Stock Purchase Warrants (the “Warrants”)"

Registration Rights Agreement regulatory

"The Company entered into a Registration Rights Agreement with the Investors"

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

beneficial ownership limitation financial

"contain a beneficial ownership limitation of 4.99% or 9.99% (or 19.99 % in the case of one Director)"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

most-favored-nation provision financial

"The Debentures contain a most-favored-nation provision with respect to subsequent financings"

Nasdaq Listing Rule 5635 regulatory

"without stockholder approval, in accordance with Nasdaq Listing Rule 5635"

Nasdaq Listing Rule 5635 is a stock-exchange rule that requires a listed company to get shareholder approval before issuing a large number of new shares or other securities that can convert into shares or carry voting power beyond set thresholds. Investors should care because these approvals prevent unexpected dilution of existing ownership and sudden shifts in voting control—think of it like needing agreement from current owners before cutting the pizza into many more slices that shrink each person’s piece.

FAQ

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

What financing did authID (AUID) complete on April 29, 2026?

authID closed a private placement of senior secured debentures with accredited investors, issuing approximately $3,765,000 principal amount. Investors also received stock purchase warrants and equity fee shares, creating a combined debt and equity-linked financing package for the company.

What are the key terms of authID’s new senior secured debentures?

The debentures are senior secured obligations maturing six months from issuance in October 2026. They bear no interest and are secured by a first‑priority security interest in substantially all authID assets, with customary events of default that can accelerate repayment at the holders’ election.

How do the warrants issued by authID in this financing work?

Each investor received warrants to buy authID common stock equal to 100% of their invested principal at a $1.50 exercise price. The warrants become exercisable six months after issuance, run for five years, include cashless exercise, anti‑dilution adjustments, and investor‑elected beneficial ownership limits.

What are authID’s fee shares and how are they calculated?

Fee shares are additional common shares issued to investors as part of the deal. Each investor receives fee shares equal to 15% of their invested principal divided by $1.00, or by the Nasdaq Consolidated Closing Bid Price if the investor is an authID director, adding immediate equity issuance alongside the debt.

What registration rights did authID grant to investors in this deal?

authID agreed to register for resale the common shares underlying the warrants and the fee shares if it has not completed a subsequent financing by 60 days after closing. The company also granted standard piggyback registration rights, allowing these securities to be included in future qualifying registrations.

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

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Accepted by SEC EDGAR 05/01/2026 - 05:29 PM EDT

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): April 29, 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 80222

(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 1.01 Entry into a Material Definitive Agreement.

On April 29, 2026, authID Inc. (the “Company”) closed a private placement (the “Offering”) pursuant to a Securities Purchase Agreement dated April 29, 2026 (the “Purchase Agreement”) with certain accredited investors (the “Investors”). The Company issued and sold an aggregate of approximately $3,765,000 principal amount of its Senior Secured Debentures (the “Debentures”) together with accompanying Stock Purchase Warrants (the “Warrants”).

The Offering was conducted on a best-efforts basis with Madison Global Partners, LLC acting as the non-exclusive placement agent.

Material Terms of the Debentures

The Debentures are senior secured obligations of the Company, maturing six months from issuance (October 2026). 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 Debentures contain customary events of default, including failure to pay principal at maturity, bankruptcy events, and material breaches of the Transaction Documents. Upon an event of default, the principal amount becomes immediately due and payable at the Holder’s election.

Material Terms of the Warrants

The Company issued Warrants to purchase a number of shares of the Company’s common stock equal to 100% of the principal amount invested by each investor, at an exercise price of $1.50 per share. The Warrants have a five-year term from issuance, are exercisable beginning six months after issuance, and include a cashless exercise provision. The Warrants are subject to standard anti-dilution adjustments and contain a beneficial ownership limitation of 4.99% or 9.99% (or 19.99 % in the case of one Director) as elected by each individual Investor.

Fee Shares

In addition to the Debentures and Warrants, the Company issued to the Investors “Fee Shares” equal to 15% of the principal amount invested by each investor divided by $1.00 (or the Nasdaq Consolidated Closing Bid Price if the Investor is a director of the Company).

Registration Rights

The Company entered into a Registration Rights Agreement with the Investors pursuant to which the Company agreed to register for resale the shares of common stock issuable upon exercise of the Warrants and the Fee Shares (the “Registrable Securities”) within ten days of the 60 day anniversary of the closing date in the event the Company does not consummate a subsequent financing before then. The Company has also granted the Investors standard piggyback registration rights.

Most Favored Nation and Conversion/Exchange Feature

The Debentures contain a most-favored-nation provision with respect to subsequent financings and provide for automatic conversion/exchange 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).

Nasdaq 19.99% Limitation

The aggregate shares of common stock issuable pursuant to the Debentures (upon conversion/exchange) 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 Purchase Agreement without stockholder approval, in accordance with Nasdaq Listing Rule 5635.

The foregoing descriptions of the Purchase Agreement, form of Debenture, form of Warrant, Security Agreement, and Registration Rights Agreement are qualified in their entirety by reference to the full text of such agreements, which will be filed as exhibits to this Current Report on Form 8-K or incorporated by reference from the Company’s subsequent periodic filings.

The securities offered and sold in the 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 Investors represented that they are accredited investors within the meaning of Rule 501(a) of Regulation D.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03. The issuance of the Debentures creates a direct financial obligation of the Company.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 above is incorporated by reference into this Item 3.02. The issuance of the Warrants and Fee Shares constitutes an unregistered sale of equity securities.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1*		Form of Securities Purchase Agreement dated April 29, 2026
10.2		Form of Senior Secured Debenture
10.3		Form of Stock Purchase Warrant
10.4		Form Security Agreement dated April 29, 2026
10.5		Form Registration Rights Agreement dated April 29, 2026
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.

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

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

8 documents

[8-K] authID Inc. Reports Material Event