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): May 6, 2025

authID Inc.

(Exact name of registrant as specified in its charter)

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):

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

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 May 6, 2025, authID Inc. (the “Company”) entered into a securities purchase agreement with accredited investors (the “Purchase Agreement”), pursuant to which the Company agreed to issue and sell, in a registered offering (the “Offering”) an aggregate of 373,060 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) at a per share price of $5.60 per share.

The Shares were offered and sold pursuant to a base prospectus, dated December 9, 2024, and a prospectus supplement, dated May 7, 2025, in connection with a takedown from the Company’s shelf registration statement on Form S-3 (Registration No. 333-283580). The Offering closed on May 7, 2025.

The Company retained Dominari Securities LLC (“Dominari”) and Madison Global Partners, LLC (“Madison”), as co-placement agents (collectively, Dominari and Madison are referred to as the “Placement Agents”) with respect to this Offering. The Company entered into an engagement letter with Madison dated March 12, 2025, as amended on March 26, 2025 (the “Madison Engagement Agreements”), and a Placement Agency Agreement with Dominari dated May 6, 2025 (the “Placement Agency Agreement”).

The Company paid the Placement Agents’ fees including seven percent (7%) of the gross proceeds from the sale of the shares sold by Madison and eight percent (8%) of the gross proceeds from the sale of the shares sold by Dominari. Madison was also paid a cash fee of three percent (3%) of the gross proceeds from the sale of shares to investors introduced to the Company by Dominari in the Offering. In addition, the Company issued Madison warrants (the “Madison Warrants”) to purchase up to 14,762 shares of common stock of the Company, which are equal to seven percent (7%) of the number of Shares placed by Madison in the Offering and three percent (3%) of the number of Shares placed by Dominari in the Offering and issued Dominari warrants (the “Dominari Warrants”) to purchase up to 22,702 shares of common stock of the Company, which are equal to eight percent (8%) of the number of Shares placed by Dominari in the Offering. The Madison Warrants and the Dominari Warrants have an exercise price of $5.60 per share, and are exercisable five years from the date hereof. The Company agreed to reimburse the Placement Agents for legal fees and other expenses incurred by the Placement Agents in connection with the Offering. The Company reimbursed Madison $92,500 for legal fees and other expenses. The Company reimbursed Dominari $100,000 for legal fees and other expenses. In addition, the Company paid Dominari a one percent (1%) management fee of the gross proceeds raised by Dominari.

The foregoing descriptions of the Purchase Agreement, the Madison Engagement Agreements, the Placement Agency Agreement, the Madison Warrants and the Dominari Warrants are not complete and are qualified in their entirety by references to the full text of each the agreements that are filed as exhibits to this Current Report on Form 8-K and are incorporated by reference herein.

A copy of the opinion of Fleming PLLC relating to the validity of the securities issued in the Offering is filed herewith as Exhibit 5.1.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Item 9.01  Financial Statements and Exhibits

(d) Index of Exhibits

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.

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