authID trust warrants repriced to $0.50 per share
Stephen J. Garchik, authID Inc. (AUID)’s ten-percent owner, reported transactions through trusts and a partnership.
Sentiment and the balance of points
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Form Type
4
Rhea-AI Filing Summary
Stephen J. Garchik, authID Inc. (AUID)’s ten-percent owner, reported transactions through trusts and a partnership. On July 7, 2026, after retiring as a director, he forfeited 8,333 unvested options to authID. The Garchik Irrevocable 2019 Trust sold 9,920 shares on July 15, 2026, at $1.1240 per share; no Rule 10b5-1 plan is reported.
On September 4, 2026, Garchik Universal Limited Partnership distributed 130,975 shares on dissolution, including 8,844 to Garchik directly and 122,131 to other partners. His reported direct holdings after the distribution were 1,082,407 shares. On September 15, the Marla Garchik Irrevocable 2020 Trust funded $150,000 for an additional debenture, and its $1,000,000 April debenture became convertible at $0.38 per share. The Trust’s 1,000,000-share April warrant was repriced from $1.50 to $0.57, then to $0.50 on October 5; its 375,000-share commitment-fee warrant was also repriced to $0.50. The filing lists 38,024 remaining direct options at $3.90.
Insider Trade Summary
Net Buyer: 365,080 shares
Net Buy
15 txns
Insider
Garchik Stephen Jeffrey
Role
10% Owner
Bought
375,000 shs
Sold
9,920 shs ($11K)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Stock Purchase Warrant F7, F1, F4 | 1,000,000 | $0.00 | $0.00 |
| Other | Stock Purchase Warrant F7, F1, F4 | 1,000,000 | $0.00 | $0.00 |
| Other | Stock Purchase Warrant F8, F1, F4 | 375,000 | $0.00 | $0.00 |
| Other | Stock Purchase Warrant F8, F1, F4 | 375,000 | $0.00 | $0.00 |
| Other | Senior Secured Convertible Debenture F5, F1, F4, F11 | -- | $0.00 | -- |
| Purchase | Senior Secured Convertible Debenture F6, F1, F4, F11 | -- | $150,000.00 | -- |
| Other | Stock Purchase Warrant F7, F1, F4 | 1,000,000 | $0.00 | $0.00 |
| Other | Stock Purchase Warrant F7, F1, F4 | 1,000,000 | $0.00 | $0.00 |
| Purchase | Stock Purchase Warrant F8, F1, F4 | 375,000 | $0.00 | $0.00 |
| Other | Common Stock F12 | 8,844 | $0.00 | $0.00 |
| Other | Common Stock F12, F1, F3 | 130,975 | $0.00 | $0.00 |
| Sale | Common Stock F13, F1, F2 | 9,920 | $1.124 | $11K |
| Disposition | Stock Options F10 | 8,333 | $0.00 | $0.00 |
| holding | Stock Options F9 | -- | -- | -- |
| holding | Common Stock F1, F4 | -- | -- | -- |
Holdings After Transaction:
Senior Secured Convertible Debenture — 3,026,314 contracts (Indirect, See Footnotes);
Stock Purchase Warrant — 1,375,000 contracts (Indirect, See Footnotes);
Stock Options — 42,191 contracts for 38,024 underlying shares (Direct);
Common Stock — 1,082,407 shares (Direct);
Common Stock — 268,109 shares (Indirect, See Footnotes)
Footnotes (13)
- F1. Stephen J. Garchik ("Mr. Garchik") disclaims beneficial ownership of any and all of the Issuer's securities reported herein in excess of his actual pecuniary interest.
- F2. Held by the Garchik Irrevocable 2019 Trust of which Mr. Garchik is a trustee.
- F3. Held by Garchik Universal Limited Partnership ("GULP"), which Mr. Garchik jointly controlled with his sister. GULP distributed its assets on September 4, 2026 in connection with its dissolution and no longer holds any securities of the Issuer. See footnote (12).
- F4. Held by the Marla Garchik Irrevocable 2020 Trust (the "Trust") of which Mr. Garchik is a beneficiary.
- F5. On April 29, 2026, the Trust purchased a $1,000,000 non-interest bearing Senior Secured Debenture of the Issuer maturing October 29, 2026 (the "April Debenture"), which as issued was not convertible at the holder's election. Effective September 15, 2026, pursuant to the amendments described in the Issuer's Form 8-K filed September 15, 2026, the April Debenture became convertible at the holder's option at a fixed conversion price of $0.38 per share, subject to adjustment, for no consideration. Effective October 5, 2026, pursuant to the holder consent described in the Issuer's Form 8-K filed October 9, 2026 (the "October Consent"), the maturity date was extended to the earlier of February 28, 2027 and the closing of a Change of Control Transaction (as defined therein); no other term was changed. Column 6 reports the maturity date in effect on the transaction date. Shares reported equal the principal amount divided by $0.38. Conversion is subject to the limitations in footnote (11).
- F6. On September 15, 2026, pursuant to a Backstop Commitment Agreement dated September 9, 2026 among the Issuer and certain holders of its Senior Secured Debentures, the Trust funded $150,000 to the Issuer and acquired, by amendment to the April Debenture, an additional $150,000 principal amount of Senior Secured Debenture (the "Backstop Debenture") with the same non-interest bearing terms and October 29, 2026 maturity as the April Debenture, ranking pari passu with the Issuer's other Senior Secured Debentures and convertible at the holder's option at a fixed conversion price of $0.38 per share, subject to adjustment. Effective October 5, 2026, pursuant to the October Consent, the maturity date was extended as described in footnote (5); no other term was changed. The price reported is the principal amount funded. Shares reported equal the principal amount divided by $0.38. Conversion is subject to the limitations in footnote (11).
- F7. On April 29, 2026, the Trust acquired a Stock Purchase Warrant to purchase 1,000,000 shares of Common Stock at $1.50 per share, exercisable beginning October 29, 2026 and expiring April 29, 2031 (the "April Warrant"). Effective September 15, 2026, pursuant to the amendments described in footnote (5), the exercise price was reduced to $0.57 per share. Effective October 5, 2026, pursuant to the October Consent, it was further reduced to $0.50 per share in consideration of the holders' agreement to extend the maturity of the April 2026 Senior Secured Debentures and consent to the Issuer's October 2026 financing. No other term was changed, and the Trust paid no cash for either reduction. Each reduction is reported, as of its effective date, as a disposition of the April Warrant at its prior exercise price and the acquisition of a warrant at the reduced price, with no change in underlying shares, exercisability or expiration. Exercise is subject to the limitations in footnote (11).
- F8. Issued to the Trust on September 15, 2026 as a commitment fee under the Backstop Commitment Agreement described in footnote (6) for no additional consideration (the "Commitment Fee Warrant"). The warrant has a term of five years from the date of issuance, is exercisable in whole or in part at any time during its term at an initial exercise price of $0.57 per share, subject to adjustment, and is subject to the limitations described in footnote (11). Effective October 5, 2026, pursuant to the October Consent described in footnote (5), the exercise price of the Commitment Fee Warrant was reduced from $0.57 per share to $0.50 per share. No other term of the Commitment Fee Warrant was changed. The reduction is reported as a disposition of the Commitment Fee Warrant with an exercise price of $0.57 per share and the acquisition of a warrant with an exercise price of $0.50 per share, with no change in the number of underlying shares, the date exercisable or the expiration date.
- F9. The shares underlying the stock options vest monthly over a period of 12 months.
- F10. The shares underlying the stock options vest annually over a period of three years. Mr. Garchik retired as a director of the Issuer effective July 7, 2026, and on that date 8,333 unvested stock options were forfeited to the Issuer for no consideration. The forfeiture is exempt from Section 16(b) pursuant to Rule 16a-4(d) and is reported on this Form 4 on a voluntary basis.
- F11. The Senior Secured Debentures and warrants held by the Trust may not be converted or exercised to the extent that, after giving effect to the conversion or exercise, the Trust (together with its affiliates) would beneficially own in excess of the beneficial ownership limitation set forth therein, or to the extent that the shares of Common Stock issuable upon such conversion or exercise, together with all other shares issued or issuable in the transactions described above, would exceed 19.99% of the shares of Common Stock outstanding immediately prior to the April 29, 2026 financing, absent stockholder approval in accordance with the rules of The Nasdaq Stock Market.
- F12. On September 4, 2026, in connection with its dissolution, GULP distributed all of the 130,975 shares of Common Stock held by it in kind to its partners, pro rata in accordance with their respective partnership interests, for no consideration. Mr. Garchik received 8,844 shares of Common Stock in respect of his partnership interest in GULP, which he now holds directly; the remaining 122,131 shares were distributed to the other partners of GULP, in which shares Mr. Garchik had no pecuniary interest. The distribution effected only a change in the form of Mr. Garchik's beneficial ownership of the 8,844 shares and is exempt from Section 16(b) pursuant to Rule 16a-13.
- F13. Represents shares of Common Stock sold in an open market transaction on July 15, 2026 by the Garchik Irrevocable 2019 Trust.
Key Figures
Shares sold by Garchik Irrevocable 2019 Trust: 9,920 shares
Sale price: $1.1240 per share
GULP shares distributed: 130,975 shares
+5 more
8 metrics
Shares sold by Garchik Irrevocable 2019 Trust
9,920 shares
Sale on July 15, 2026
Sale price
$1.1240 per share
Trust sale on July 15, 2026
GULP shares distributed
130,975 shares
Distribution on September 4, 2026
Garchik direct shares following distribution
1,082,407 shares
Reported after the September 4, 2026 distribution
Principal funded for additional debenture
$150,000
Trust funding on September 15, 2026
Debenture conversion price
$0.38 per share
Fixed price, subject to adjustment
April Warrant
1,000,000 underlying shares; $0.50 per share exercise price
Exercise price effective October 5, 2026
Commitment Fee Warrant
375,000 underlying shares; $0.50 per share exercise price
Exercise price effective October 5, 2026
Key Terms
Senior Secured Debenture, Commitment Fee Warrant, pari passu, beneficial ownership limitation, +1 more
5 terms
Senior Secured Debenture financial
"additional $150,000 principal amount of Senior Secured Debenture"
A senior secured debenture is a loan-style bond that ranks near the top of a company’s debt and is backed by specific assets as collateral. For investors it means greater protection if the issuer runs into trouble—holders have first claim on the pledged assets, so they’re more likely to recover money than holders of junior or unsecured debt; that typically translates into lower risk and correspondingly lower yield, similar to a mortgage backed by a house versus an unsecured personal loan.
Commitment Fee Warrant financial
"the "Commitment Fee Warrant""
pari passu financial
"ranking pari passu with the Issuer's other Senior Secured Debentures"
An instruction that different claims, securities, or creditors are treated equally and share rights or payments on the same priority level. For investors, it means their position will be paid or have voting power alongside others in the same class rather than being favored or subordinated—think of several people standing in one bus line who all get on together rather than some cutting ahead. That parity affects expected recovery in reorganizations, dividend order, and relative risk.
beneficial ownership limitation regulatory
"the beneficial ownership limitation set forth therein"
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.
in kind financial
"distributed all of the 130,975 shares of Common Stock held by it in kind"
Payment, distribution, or transfer made with assets or goods rather than cash, such as shares, property, bonds, or inventory. It matters to investors because receiving or giving value in kind affects liquidity, valuation, record-keeping, and tax treatment—similar to getting a basket of apples instead of cash for a tree: you own something real but may need to convert, value, or manage it differently than money.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What changed in the AUID warrants held by the trust?
The Trust’s 1,000,000-share April Warrant exercise price was reduced from $1.50 to $0.57 per share on September 15, 2026, and to $0.50 per share on October 5, 2026. Its 375,000-share Commitment Fee Warrant was issued at $0.57 per share and repriced to $0.50 on October 5. The April Warrant is exercisable beginning October 29, 2026, and expires April 29, 2031.
What were the AUID debenture terms reported by the trust?
On September 15, 2026, the Trust funded $150,000 to the issuer for an additional debenture with non-interest-bearing terms and a $0.38-per-share conversion price. The Trust’s $1,000,000 April Debenture also became convertible at the holder’s option at $0.38 per share, subject to adjustment. On October 5, the maturity date was extended to the earlier of February 28, 2027, and the closing of a Change of Control Transaction.
What limits applied to AUID debenture conversions and warrant exercises?
Conversions and exercises were restricted if they would cause the Trust and its affiliates to exceed the applicable beneficial ownership limitation. They were also restricted if shares issuable in the described transactions, together with other shares issued or issuable in those transactions, would exceed 19.99% of common shares outstanding immediately before the April 29, 2026 financing, absent stockholder approval under Nasdaq Stock Market rules.
How many AUID options remained after Stephen J. Garchik’s forfeiture?
The reported remaining position was 38,024 direct stock options, with a $3.90 exercise price and a September 4, 2035 expiration date. The underlying shares vest monthly over 12 months. On July 7, 2026, 8,333 unvested options were forfeited to the issuer after Garchik retired as a director.
AI-generated analysis. How Rhea-AI works. Not financial advice.
