authID sells $1.35M in secured convertible debt

The reported sale had $0 remaining to be sold, with proceeds designated for working capital and general corporate purposes, including executive officer salaries.

Rhea-AI Filing Summary

authID Inc. reported the sale of $1,350,000 in Senior Secured Convertible Debentures at par, together with warrants to purchase 1,800,000 shares of common stock. The reported amount remaining to be sold is $0; the first sale occurred October 6, 2026. Proceeds are designated for working capital and general corporate purposes, including executive officer salaries.

The sales-compensation clarification describes a 7% cash fee on $1,350,000 gross proceeds payable to Madison Global Partners, LLC, Placement Agent Warrants equal to 7% of gross proceeds, and $25,000 of legal expense reimbursement.

Filing Explained

The sale disclosed is of convertible debentures and warrants, not the common shares obtainable through conversion or exercise; if those rights are used, the resulting additional shares would reduce existing holders’ percentage ownership.

Key Figures

Amount sold: $1,350,000 USD Amount remaining to be sold: $0 USD Warrants to purchase common stock: 1,800,000 shares +3 more

6 metrics

Amount sold $1,350,000 USD Aggregate original principal amount of debentures sold at par

Amount remaining to be sold $0 USD Offering and sales amounts

Warrants to purchase common stock 1,800,000 shares Warrants included with the debentures sold

Cash fee 7% of $1,350,000 gross proceeds Payable to Madison Global Partners, LLC

Placement Agent Warrants 7% of gross proceeds Sales-compensation clarification

Legal expense reimbursement $25,000 Sales-compensation clarification

Key Terms

Senior Secured Convertible Debentures, Rule 506(b), at par, gross proceeds

4 terms

Senior Secured Convertible Debentures financial

"Aggregate original principal amount of Senior Secured Convertible Debentures sold at par"

A senior secured convertible debenture is a loan instrument that behaves like a bond: the lender has a top-priority claim on the company’s assets if things go wrong (senior and secured) and also holds the right to swap the debt for shares of the company at a set price (convertible). It matters to investors because it combines lower risk from collateral and repayment priority with potential upside from converting into stock, while also creating possible future share dilution for existing shareholders.

Rule 506(b) regulatory

"Rule 506(b)"

Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.

at par financial

"Debentures sold at par"

At par means a financial instrument is being bought, sold, or redeemed for its face value — the amount printed on the bond, loan or share certificate — rather than at a premium or discount. For investors this signals that the market views the security’s value, interest level and credit risk as in line with its original terms; think of it like selling a concert ticket for the exact price printed on it rather than higher or lower.

gross proceeds financial

"7% cash fee on $1,350,000 gross proceeds"

The total amount of cash a company receives from a financing event or sale before any fees, expenses, taxes or deductions are taken out. Investors watch gross proceeds because it shows the raw scale of new capital being raised—think of it as the paycheck amount before withholdings—which helps assess how much funding is available for operations, growth, debt payoff or how much shareholder dilution might occur once costs are removed.

FAQ

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

How much did AUID report selling in the offering?

authID Inc. reported selling $1,350,000 in Senior Secured Convertible Debentures at par, together with warrants to purchase 1,800,000 shares of common stock. The reported amount remaining to be sold is $0.

What exemption did authID claim for the AUID offering?

authID Inc. claimed the Rule 506(b) exemption. The securities listed as offered include equity, debt, and options, warrants, or other rights to acquire another security.

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

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Available on EDGAR 10/16/2026 - 05:01 PM EDT Accepted by SEC EDGAR 10/16/2026 - 05:00 PM EDT Learn about SEC filing dates

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001.

FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001534154

Ipsidy Inc.

ID Global Solutions Corp

IIM Global Corp

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

authID Inc.

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
authID Inc.
Street Address 1		Street Address 2
1580 N. LOGAN STREET		SUITE 660, UNIT 51767
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
DENVER	COLORADO	80203	516-274-8700

3. Related Persons

Last Name	First Name	Middle Name
Daguro	Rhoniel
Street Address 1	Street Address 2
1580 N. Logan Street	Suite 660, Unit 51767
City	State/Province/Country	ZIP/PostalCode
Denver	COLORADO	80203

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Chairman

Last Name	First Name	Middle Name
Szoke	Thomas
Street Address 1	Street Address 2
1580 N. Logan Street	Suite 660, Unit 51767
City	State/Province/Country	ZIP/PostalCode
Denver	COLORADO	80203

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Interim CEO and CTO

Last Name	First Name	Middle Name
Sellitto	Edward
Street Address 1	Street Address 2
1580 N. Logan Street	Suite 660, Unit 51767
City	State/Province/Country	ZIP/PostalCode
Denver	COLORADO	80203

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

CFO

Last Name	First Name	Middle Name
Jisser	Ken
Street Address 1	Street Address 2
1580 N. Logan Street	Suite 660, Unit 51767
City	State/Province/Country	ZIP/PostalCode
Denver	COLORADO	80203

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Koehneman	Michael
Street Address 1	Street Address 2
1580 N. Logan Street	Suite 660, Unit 51767
City	State/Province/Country	ZIP/PostalCode
Denver	COLORADO	80203

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Menghani	Ram
Street Address 1	Street Address 2
1580 N. Logan Street	Suite 660, Unit 51767
City	State/Province/Country	ZIP/PostalCode
Denver	COLORADO	80203

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
White	Jacqueline
Street Address 1	Street Address 2
1580 N. Logan Street	Suite 660, Unit 51767
City	State/Province/Country	ZIP/PostalCode
Denver	COLORADO	80203

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

X

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2026-10-06				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
X	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

None

11. Minimum Investment

Minimum investment accepted from any outside investor $50,000 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
Madison Global Partners, LLC	000285406
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
350 Vanderbilt Pkwy, Suite 205
City	State/Province/Country	ZIP/Postal Code
Hauppauge	NEW YORK	11788
State(s) of Solicitation (select all that apply) Check "All States" or check individual States X All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$1,350,000	USD	or Indefinite
Total Amount Sold	$1,350,000	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

Aggregate original principal amount of Senior Secured Convertible Debentures sold at par, together with Warrants to purchase 1,800,000 shares of Common Stock.

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

4

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$94,500	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

7% cash fee on $1,350,000 gross proceeds payable to Madison Global Partners, LLC and Placement Agent Warrants equal to 7% of gross proceeds and $25,000 of legal expense reimbursement, which are not included in the cash figure above

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$150,000 USD X Estimate

Clarification of Response (if Necessary):

Working capital and general corporate purposes, including executive officer salaries.

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
authID Inc.	/s/ Edward Sellitto	Edward Sellitto	Chief Financial Officer	2026-10-16

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.