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2025-06-26
2025-06-26
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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):
June 26, 2025

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 5.07 Submission of Matters to a Vote
of Security Holders
authID Inc. (the “Company”)
held its Annual Meeting on June 26, 2025 virtually by conference call and live stream. Of the 13,070,680 shares of Common Stock outstanding
on May 5, 2025, the record date, 6,141,871 shares were represented at the Annual Meeting, in person or by proxy, constituting a quorum.
The proposals considered at the Annual Meeting are described in detail in the Proxy Statement. The proposals described below were voted
upon at the Annual Meeting and the number of votes cast with respect to each proposal was as set forth below:
| (1) | Elect
ten directors until such nominee’s successor is duly elected and qualified, or until the nominee’s earlier death, resignation
or removal. The ten directors receiving the highest vote were appointed to the board. The following directors were elected to the board. |
| | |
For | | |
Withheld | |
| Rhoniel A. Daguro | |
| 3,145,711 | | |
| 769,221 | |
| Stephen J. Garchik | |
| 3,905,742 | | |
| 9,189 | |
| Ken Jisser | |
| 3,491,997 | | |
| 422,935 | |
| Michael L. Koehneman | |
| 3,082,585 | | |
| 832,347 | |
| Kunal Mehta | |
| 3,900,826 | | |
| 14,106 | |
| Ram Menghani | |
| 3,900,826 | | |
| 14,106 | |
| Nicholas Shevelyov | |
| 3,901,178 | | |
| 13,754 | |
| Michael C. Thompson | |
| 3,404,191 | | |
| 510,741 | |
| Shrikrishna Venkataraman | |
| 3,900,765 | | |
| 14,167 | |
| Jacqueline L. White | |
| 3,405,321 | | |
| 509,611 | |
| (2) | Ratified
the appointment of Cherry Bekaert LLP as the Company’s independent auditors for the fiscal year ending December 31, 2025. This
matter was determined based on majority of the votes cast. |
| For | | |
Against | | |
Abstain | |
| | 6,128,725 | | |
| 8,355 | | |
| 4,791 | |
| (3) | Approved
and ratified the authorization of an additional 295,000 shares of common stock for issuance under the 2024 Equity Incentive Plan. |
| For | | |
Against | | |
Abstain | |
| | 3,683,972 | | |
| 201,892 | | |
| 29,068 | |
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: June 26, 2025 |
By: |
/s/ Edward Sellitto |
| |
Name: |
Edward Sellitto |
| |
Title: |
Chief Financial Officer |
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