SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2026

 

OR

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from               to               

 

Commission file number 001-40747

 

 

authID Inc.

(Exact name of registrant as specified in its charter)

 

Delaware		46-2069547
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

1580 North Logan Street, Suite 660, Unit 51767,

Denver, CO 80203 

(Address of principal executive offices) (zip code)

 

516-274-8700

(Registrant’s telephone number, including area code)

 

 

(Former name, former address and former fiscal year, if changed since last report)

 

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

☒ Yes ☐ No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files.

 

☒ Yes ☐ No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large Accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	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. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). 

 

Yes ☐ No ☒

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.

 

Class		Outstanding at May 7, 2026
Common Stock, par value $0.0001		16,132,487 shares

 

 

 

TABLE OF CONTENTS

 

		Page No.
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)		1
Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025		1
Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and 2025		2
Consolidated Statements of Comprehensive Loss for the Three Months Ended March 31, 2026 and 2025		3
Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 31, 2026 and 2025		4
Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025		5
Notes to Unaudited Consolidated Financial Statements		6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		14
Item 3. Quantitative and Qualitative Disclosures About Market Risk		20
Item 4. Controls and Procedures		20
PART II – OTHER INFORMATION
Item 1. Legal Proceedings		21
Item 1A. Risk Factors		21
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		21
Item 3. Defaults Upon Senior Securities		22
Item 4. Mine Safety Disclosures		22
Item 5. Other Information		22
Item 6. Exhibits		23

 

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

 

This report includes forward-looking statements that relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Words such as, but not limited to, “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “targets,” “likely,” “aim,” “will,” “would,” “could,” and similar expressions or phrases identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and future events and financial trends that we believe may affect our financial condition, results of operation, business strategy and financial needs.

 

You should read thoroughly this report and the documents that we refer to herein with the understanding that our actual future results may be materially different from and/or worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements including those made in this report, in Part I. Item 1A. Risk Factors also appear in our Annual Report on Form 10-K for the year ended December 31, 2025 and our other filings with the Securities and Exchange Commission. Some examples of risk factors which may affect our business are as follows:

 

	●	our lack of significant revenues, positive cash flow and history of losses,
	●	market acceptance of our products and competition;
	●	our ability to attract and retain customers for existing and new products;

 

●

our ability to effectively maintain and update our technology and product and service portfolio;

 

●

our reliance on third party software and developers;

 

●

breaches of network or IT security and presentation attacks;

 

	●	our ability to hire and retain key personnel and additional talent;
	●	our ability to raise capital under acceptable terms;
	●	our ability to maintain listing of our common stock on the Nasdaq Capital Market;
	●	our ability to adequately protect our intellectual property, or the loss of some of our intellectual property rights through costly litigation or administrative proceedings;

 

	●	our ability to operate in non-US markets;
	●	the impact of the wars in Ukraine and the Middle East;
	●	stock price and market volatility and the risk of securities litigation;
	●	legislation and government regulation; and
	●	general economic conditions, inflation and access to capital.

 

Other sections of this report include additional factors which could adversely impact our business and financial performance. New risk factors emerge from time to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. These forward-looking statements speak only as of the date of this report, and you should not rely on these statements without also considering the risks and uncertainties associated with these statements and our business.

 

OTHER PERTINENT INFORMATION

 

Unless specifically set forth to the contrary, when used in this report the terms “authID” the “Company,” “we,” “our,” “us,” and similar terms refer to authID Inc., a Delaware corporation and its subsidiaries.

 

The information which appears on our website www.authID.ai is not part of this report.

 

 

PART I – FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS.

 

authID INC. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED BALANCE SHEETS

 

		March 31,				December 31,
		2026				2025
		(unaudited)
ASSETS
Current Assets:
Cash		$	1,191,282			$	4,608,073
Accounts receivable			338,695				238,800
Contract assets			-				9,362
Deferred contract costs			166,841				199,380
Other current assets			426,595				595,692
Total current assets			2,123,413				5,651,307
Intangible assets, net			135,695				147,391
Goodwill			4,183,232				4,183,232
Total assets		$	6,442,340			$	9,981,930
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable and accrued expenses		$	851,904			$	876,168
Commission liability			5,390				4,934
Deferred revenue			384,755				477,058
Total current liabilities			1,242,049				1,358,160
Total liabilities		$	1,242,049			$	1,358,160
Commitments and Contingencies (Note 7)
Stockholders’ Equity:
Common stock, $0.0001 par value, 150,000,000 shares authorized as of March 31, 2026 and December 31, 2025 respectively; 16,132,487 shares issued and outstanding as of March 31, 2026 and December 31, 2025			1,613				1,613
Additional paid-in capital			201,393,571				200,353,514
Accumulated deficit			(196,204,945	)			(191,741,409	)
Accumulated comprehensive income			10,052				10,052
Total stockholders’ equity			5,200,291				8,623,770
Total liabilities and stockholders’ equity		$	6,442,340			$	9,981,930

 

See notes to condensed consolidated financial statements.

 

 

authID INC. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

		Three Months Ended
		March 31,
		2026				2025
Revenues		$	480,151			$	296,256
Operating expenses:
General and administrative			2,835,908				2,645,700
Research and development			2,113,187				1,998,663
Amortization			11,696				30,192
Total operating expenses			4,960,791				4,674,555
Loss from operations			(4,480,640	)			(4,378,299	)
Other income (Expense):
Interest income			19,532				51,544
Interest expense, net			(2,428	)			(12,712	)
Other income, net			17,104				38,832
Loss from operations before income taxes			(4,463,536	)			(4,339,467	)
Income tax expense			-				-
Loss from operations			(4,463,536	)			(4,339,467	)
Net loss		$	(4,463,536	)		$	(4,339,467	)
Net Loss Per Share - Basic and Diluted		$	(0.28	)		$	(0.40	)
Weighted Average Shares Outstanding - Basic and Diluted:			16,132,487				10,920,909

 

See notes to condensed consolidated financial statements.

 

  

authID INC. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited)

 

		Three Months Ended
		March 31,
		2026				2025
Net Loss		$	(4,463,536	)		$	(4,339,467	)
Foreign currency translation gain/(loss)			-				(208	)
Comprehensive loss		$	(4,463,536	)		$	(4,339,675	)

 

See notes to condensed consolidated financial statements.

 

 

authID INC. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)

 

		Common Stock								Additional Paid-In				Accumulated				Other Comprehensive
		Shares				Amount				Capital				Deficit				Income				Total
Balances, December 31, 2024			10,920,909			$	1,092			$	185,312,508			$	(173,808,529	)		$	10,118			$	11,515,189
Stock-based compensation			-				-				454,339				-				-				454,339
Net loss			-				-				-				(4,339,467	)			-				(4,339,467	)
Foreign currency translation			-				-				-				-				(208	)			(208	)
Balances, March 31, 2025			10,920,909			$	1,092			$	185,766,847			$	(178,147,996	)		$	9,910			$	7,629,853
Balances, December 31, 2025			16,132,487			$	1,613			$	200,353,514			$	(191,741,409	)		$	10,052			$	8,623,770
Stock-based compensation			-				-				840,807				-				-				840,807
Restricted stock award			-				-				199,250								-				199,250
Net Loss			-				-				-				(4,463,536	)			-				(4,463,536	)
Foreign currency translation			-				-				-				-				-
Balances, March 31, 2026			16,132,487			$	1,613			$	201,393,571			$	(196,204,945	)		$	10,052			$	5,200,291

 

See notes to condensed consolidated financial statements.

 

 

authID INC. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

		Three Months Ended
		March 31,
		2026				2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$	(4,463,536	)		$	(4,339,467	)
Adjustments to reconcile net loss with cash flows from operations:
Stock-based compensation			1,040,057				454,339
Amortization expense			11,696				34,308
Changes in operating assets and liabilities:
Accounts receivable			(99,895	)			(930,667	)
Contract assets			9,362				(60,692	)
Deferred contract cost			32,539				22,559
Other current assets			169,097				(163,283	)
Accounts payable and accrued expenses			(24,264	)			(903,476	)
Commission liability			456				(268,138	)
Deferred revenue			(92,303	)			796,211
Net cash flows from operating activities			(3,416,791	)			(5,358,306	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of intangible assets			-				(1,700	)
Net cash flows from investing activities			-				(1,700	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of convertible notes			-				(245,000	)
Net cash flows from financing activities			-				(245,000	)
Effect of foreign currencies			-				(208	)
Net Change in Cash			(3,416,791	)			(5,605,214	)
Cash, Beginning of the Period			4,608,073				8,471,561
Cash, End of the Period		$	1,191,282			$	2,866,347
Supplemental Disclosure of Cash Flow Information
Cash paid for interest		$	-			$	13,137

 

See notes to condensed consolidated financial statements. 

 

 

authID INC. AND SUBSIDIARIES 

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1 – BASIS OF PRESENTATION

 

In the opinion of Management, the accompanying condensed consolidated financial statements are prepared in accordance with instructions for Form 10-Q and, include all adjustments (consisting only of normal recurring accruals) which we considered as necessary for a fair presentation of the results for the periods presented. Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been condensed or omitted. It is suggested that these condensed consolidated financial statements be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for future periods or the full year.

 

The consolidated financial statements include the accounts of authID Inc. and its wholly-owned subsidiaries ID Solutions, Inc., Innovation in Motion Inc., FIN Holdings Inc., authID Enterprises Limited (formerly Ipsidy Enterprises Limited), and authID Gaming Inc. (collectively the “Company”). All significant intercompany balances and transactions have been eliminated in consolidation.

 

Going Concern

 

These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) assuming the Company will continue on a going concern basis, which implies the Company will continue to meet its obligations and continue its operations for the next year following the issuance date of these consolidated financial statements. As of March 31, 2026, the Company had an accumulated deficit of approximately $196.2 million. For the three months ended March 31, 2026, the Company earned revenue of approximately $0.5 million, used $3.4 million to fund its operations, and incurred a net loss from operations of approximately $4.5 million.

 

The continuation of the Company as a going concern is dependent upon financial support from the Company’s stockholders, the ability of the Company to obtain additional debt or equity financing to continue operations, the Company’s ability to generate sufficient cash flows from operations, successfully locating and negotiating with other business entities for potential acquisition and acquiring new clients to generate revenues and cash flows. In April 2026, the Company raised a total of approximately $3.6 million after expenses from accredited investors through the sale of approximately $4.2 million Senior Secured Debentures pursuant to a private placement.  Going forward, the Company plans to raise additional funds as needed to support its operations and investments as it seeks to create a sustainable organization. Our growth-oriented business plan to offer products to our customers will require continued capital investment and there is no guarantee that such financing will be available, or available on acceptable terms.

 

There is no assurance that the Company will ever be profitable. These consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. As there can be no assurance that the Company will be able to achieve positive cash flows (become cash flow positive) and raise sufficient capital to maintain operations, there is substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the date these consolidated financial statements were issued. 

 

 

Net Loss per Common Share

 

The Company computes net loss per share in accordance with FASB ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the statement of operations. Basic EPS is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and convertible notes and stock warrants, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options, warrants and conversion of convertible notes. Diluted EPS excludes all potential dilutive common shares if their effect is anti-dilutive. The following potentially dilutive securities were excluded from the calculation of diluted loss per share for the three months ended March 31, 2026 and 2025 because their effect was antidilutive:

 

Security		2026				2025
Warrants			1,139,778				697,446
Stock options			2,352,932				2,135,985
			3,492,710				2,833,431

 

Revenue Recognition

 

Revenues are defined as gross revenues, less discounts and sales concessions. 

 

Software License – The Company recognizes revenue based on the identified performance obligations over the performance period for fixed consideration and / or variable fees generated. Variable fees are typically earned over time based on monthly users, transaction volumes or a monthly flat fee rate. We allocate the selling price in a contract which has multiple performance obligations based on the contract selling price that we believe represents a fair market price for the service rendered based on estimated standalone selling price. Transaction fees are billed monthly and are constrained to transactions incurred within the month.

 

For contracts with minimum annual fees, the Company generally recognizes the amount of revenue ratably over the contract year and records contract assets for the amount in excess of monthly contract billings relating to variable contract consideration. For certain contracts, the Company enters into an agreement which stipulates a minimum annual fee which is generally due at the end of the contract year, in excess of the amount of monthly billings. The Company may also require milestone payments of the minimum annual fee. The amount of any billed fees in excess of revenue recognized is recorded as deferred revenue. The Company accounts for price concessions as reductions to the transaction price under ASC 606. Price concessions represent implied or estimated future reductions in consideration that the Company expects to grant, based on known facts and circumstances, including customer usage patterns and strategic considerations. These concessions are treated as variable consideration and are included in the transaction price only to the extent that it is probable that a significant reversal of cumulative revenue will not occur when the uncertainty is resolved. The Company did not grant any concessions during the three months ended March 31, 2026 and 2025, respectively.

 

Any usage-based fees in excess of the minimum contract amount are charged to the customer and allocated to the annual period in which they are earned under the contract. At the beginning of each annual period in the contract, the Company estimates the variable amounts for the annual period subject to the constrained variable consideration (usage-based fees) and recognizes that amount on a time-elapsed basis over the annual period. At each reporting date within an annual period, the Company reassesses its estimate of the excess variable amounts for the annual period and updates the amount recognized on a time-elapsed basis over the remainder of the annual period.

 

The Company had deferred revenue contract liabilities of approximately $385,000 and $477,000 as of March 31, 2026 and December 31, 2025 respectively for certain revenue that will be earned in future periods.  

 

Remaining Performance Obligations

 

As of March 31, 2026, the Company’s Remaining Performance Obligation (RPO) was $2.0 million, of which $0.38 million is recorded as deferred revenue and $1.62 million is related to other non-cancellable contracted amounts. The Company expects approximately 71% of the RPO to be recognized as revenue over the twelve months ending March 31, 2027, based on contractual commitments and expected usage patterns However, the amount and timing of revenue recognition are generally dependent upon customers’ future consumption, which is inherently variable at customers’ discretion. Furthermore, the Company does not have sufficient historical information to estimate the timing of recognition of revenue due to its current operations and has approximated such amount based on discussions with the contracted parties. 

 

 

Accounts Receivable

 

All customers are granted credit on a short-term basis. Accounts receivable, net is stated net of the allowance for credit losses.

 

The Company maintains an allowance for estimated credit losses. This allowance is based upon historical loss patterns, the number of days that billings are past due, and evaluation of the potential risk of loss associated with delinquent accounts, current market conditions and reasonable and supportable forecasts of future billable product usage compared with contracted minimums. The Company records the allowance against bad debt expense through the condensed consolidated statement of operations, included in general and administrative expense, up to the amount of revenue recognized to date. Any incremental allowance is recorded as an offset to unearned revenue on the condensed consolidated balance sheet. Receivables are written off and charged against recorded allowance when the Company has exhausted collection efforts without success.

 

The Company evaluates its accounts receivable and contract assets balances using the Current Expected Credit Loss (“CECL”) model in accordance with ASC 326. The Company routinely reviews its accounts receivables and contract assets and uses a risk-based probability-weighted approach to record provisions. However, those provisions are estimates and actual results could differ from those estimates, and those differences may be material.

 

The Company had no allowance for credit losses as of March 31, 2026 and 2025 respectively. Credit loss write-offs during the three months ended March 31, 2026 and 2025 were $0 and $149,720 respectively.  

 

Concentration of Risks

 

The Company’s financial instruments that potentially expose the Company to a concentration of credit risk consist of cash and accounts receivable.

 

The Company’s cash is deposited at financial institutions and cash balances held in United States (“US”) bank accounts are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. Cash balances are generally in excess of the amounts insured by FDIC. At March 31, 2026, the Company had approximately $1.2 million in funds in the United States which are approximately $0.9 million in excess of the insured amounts by the FDIC. For the Company’s foreign subsidiaries, no amounts are insured.

 

The Company’s revenue is also exposed to concentration risk:

 

For the three months ended March 31, 2026, three customers represented 81% of gross revenue.

 

For the three months ended March 31, 2025, three customers represented 68% of gross revenue.

 

As of March 31, 2026, three customers accounted for 76% of the Company’s gross accounts receivable.

 

As of December 31, 2025, two customers accounted for 72% of the Company’s accounts receivable.

 

As of March 31, 2026, two customers accounted for 77% of the Company’s Remaining Performance Obligation.

 

As of December 31, 2025, two customers accounted for 84% of the Company’s Remaining Performance Obligation.

 

 

Deferred Contract Costs

 

We defer the portion of sales commission that is considered a cost of obtaining a new contract with a customer and amortize these deferred costs over the period of benefit. We expense the remaining sales commissions as incurred. The following table summarizes deferred contract cost activity for the period ended March 31, 2026:

 

		Deferred Contract Costs
Carrying Value at December 31, 2025		$	199,380
Additions			3,053
Reductions			-
Amortization			(35,592	)
Carrying Value at March 31, 2026		$	166,841

 

NOTE 2 – OTHER CURRENT ASSETS

 

Other current assets consisted of the following at March 31, 2026 and December 31, 2025:

 

		March 31,				December 31,
		2026				2025
Prepaid third-party and related party services		$	335,661			$	246,964
Prepaid insurance			65,934				164,836
Commissions advances			-				183,892
Deferred offering costs			25,000				-
		$	426,595			$	595,692

 

NOTE 3 – INTANGIBLE ASSETS, NET (OTHER THAN GOODWILL)

 

The Company’s intangible assets primarily consist of acquired and developed software that is being amortized over their estimated useful lives as indicated below. The following is a summary of activity related to intangible assets for the three months ended March 31, 2026:

 

		Acquired and
		Developed
		Software				Patents				Total
Useful Lives			5 Years				10 Years
Carrying Value at December 31, 2025		$	50,147			$	97,244			$	147,391
Additions			-				-				-
Amortization			(7,101	)			(4,595	)			(11,696	)
Carrying Value at March 31, 2026		$	43,046			$	92,649			$	135,695

 

 

The following is a summary of intangible assets as of March 31, 2026:

 

		Acquired and
		Developed
		Software				Patents				Total
Cost		$	1,803,273			$	183,899			$	1,987,172
Accumulated amortization			(1,760,227	)			(91,250	)			(1,851,477	)
Carrying Value at March 31, 2026		$	43,046			$	92,649			$	135,695

 

Amortization expense totaled approximately $12,000 and $30,000 for the three months ended March 31, 2026, and 2025, respectively.

 

Future expected amortization of intangible assets is as follows:

 

2026 (Remainder of the Year)		$	32,331
2027			37,242
2028			24,057
2029			18,389
2030			15,169
Thereafter			8,507
		$	135,695

 

There were no impairment indicators noted with respect to Company’s long-lived assets, including intangible assets, as of March 31, 2026.

 

NOTE 4 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

 

Accounts payable and accrued expenses consisted of the following as of March 31, 2026 and December 31, 2025:

 

		March 31,				December 31,
		2026				2025
Trade payables		$	418,558			$	346,709
Accrued payroll and related obligations			284,242				284,242
Other accrued expenses			149,104				245,217
		$	851,904			$	876,168

 

 

NOTE 5 – RELATED PARTY TRANSACTIONS

 

Commercial Agreements

 

On June 6, 2023, the Company entered into a services agreement with The Pipeline Group, Inc. (“TPG”). Ken Jisser, a director of the Company, is the founder and CEO of TPG, a technology-enabled services company that aims to deliver business results for companies looking to build a predictable and profitable pipeline. The agreement provides that TPG will assist in providing outsourced sales including business development resources for outbound calling, provide support for automated dialing technology, classify customer data and other sales related services for an initial term of one year. On October 25, 2023, on December 19, 2023 and on August 26, 2024, the Company entered into amendments to the above services agreement, pursuant to which TPG will provide certain additional services to the Company. In consideration of the services, the Company paid TPG $70,000 per month. On September 26, 2025 and April 13, 2026, the Company signed another amendment with TPG to reduce the monthly fees to $42,000 and $13,500, respectively. The September amendment is effective October 1, 2025 and the April amendment is effective June 7, 2026.

 

Total expense incurred under contract during the three months ended March 31, 2026 was approximately $126,000. Total expense incurred under contract during the three months ended March 31, 2025 was approximately $210,000.

 

On September 30, 2025, the Company entered into a services agreement with TPG. The agreement provides that the Company will provide biometric authentication services to TPG for an initial term of two years, with an annual license fee of $2,500 and monthly minimum fees ramping to $1,000 per month.

 

Employment Agreement

 

Since June 2023, the Company has employed Dale Daguro, the brother of our CEO, Rhon Daguro as a VP Sales. Dale Daguro’s employment is at will and may be terminated at any time, with or without cause. Dale’s compensation is commensurate with other executives employed by the Company at a similar level of seniority and experience. During the three months ended March 31, 2026, Dale Daguro earned approximately $55,000 in base salary and sales commission.

 

NOTE 6 – STOCKHOLDERS’ EQUITY

 

Common Stock

 

There was no common stock issued during the three months ended March 31, 2026 and 2025.

 

Warrants

 

The following is a summary of the Company’s warrant activity for the three months ended March 31, 2026:

 

		Number of Shares				Weighted Average Exercise Price				Weighted Average Remaining Life
Outstanding, December 31, 2025			1,139,778			$	4.36				4.0 Years
Granted			-			$	-				-
Exercised/Cancelled			-			$	-				-
Outstanding, March 31, 2026			1,139,778			$	4.36				3.8 Years

 

 

Restricted Stock Awards

 

On April 16, 2025, the Company granted 200,000 restricted stock awards (RSAs) at par value to non-employee advisors under advisory agreements. The awards were issued on the grant date and vest in four equal tranches of 50,000 shares each: (i) immediately upon execution of the advisory agreements on March 30, 2025, (ii) six months later, (iii) twelve months later, and (iv) eighteen months later. The Company has the option to repurchase all or a portion of unvested shares in the event that the advisors voluntarily cease to serve as an advisor of the Company. The fair value per share on the grant date was $7.97, resulting in a total grant-date fair value of $1,594,000. As of September 30, 2025, $797,000 of fair value was recognized as expense, with $797,000 of unrecognized compensation expense to be recognized through October 2026.

 

The following is a summary of the Company’s RSA activity for the three months ended March 31, 2026:

 

		Number of Restricted Stock Awards				Weighted Average Grant Date Fair Value Price
Outstanding, December 31, 2025			100,000			$	7.97
Granted			-			$	-
Vested			50,000			$	7.97
Outstanding, March 31, 2026			50,000			$	7.97

 

Stock Options

 

Activity related to stock options for the three months ended March 31, 2026 is summarized as follows: 

 

						Weighted				Weighted
						Average				Average				Aggregate
		Number of				Exercise				Contractual				Intrinsic
		Shares				Price				Life (Yrs.)				Value
Outstanding, December 31, 2025			2,391,683			$	18.75				7.6			$	-
Granted			-				-				-				-
Exercised			-				-				-				-
Forfeited/cancelled			(38,751	)			26.56				8.6				-
Outstanding, March 31, 2026			2,352,932				11.42				7.3				-
Exercisable, March 31, 2026			1,794,754				10.67				7.0				-

 

The following table summarizes stock option information as of March 31, 2026:

 

						Contractual
Exercise Price		Outstanding				Life (Yrs.)				Exercisable
$2.64 – $5.00			777,736				8.4				577,771
$5.01 – $10.00			1,159,742				8.1				884,912
$10.01 – $15.00			42,578				0.6				42,578
$15.01 – $20.00			43,749				1.4				43,750
$20.01 – $121.28			330,127				3.7				245,742
			2,352,932				7.3				1,794,754

 

During the three months ended March 31, 2026, the Company recognized approximately $0.8 million of stock option-based compensation expense. As of March 31, 2026, there was approximately $2.0 million of unrecognized compensation costs related to employee stock options outstanding which will be recognized in 2026 through 2028

 

 

NOTE 7 – COMMITMENTS AND CONTINGENCIES

 

Legal Matters

 

From time to time the Company is a party to various legal or administrative proceedings arising in the ordinary course of our business. Litigation can be expensive and disruptive to normal business operations. Moreover, the results of complex legal proceedings are difficult to predict, and the Company’s view of these matters may change in the future as the litigation and events related thereto unfold. The Company expenses legal fees as incurred. The Company records a provision for contingent losses when it is probable that a liability has been incurred, and the amount of the loss can be reasonably estimated. No such provision has been recorded as of March 31, 2026 and 2025.

 

On January 29, 2026, the Company was served with a Summons and Complaint in the matter of Perez v. Intellicheck, Inc. and authID Inc., filed in the U.S. District Court for the Northern District of Illinois. The Complaint alleges that one of the Company’s partners (Intellicheck, Inc., a reseller of the Company’s services) and the Company collected, stored and used biometric information from the Plaintiff and similarly situated individuals in Illinois in violation of the Illinois Biometric Information Privacy Act, 740 ILCS 14/1 et seq. (“BIPA”). BIPA provides for statutory damages of $1,000 per negligent violation or $5,000 per intentional or reckless violation, and the Plaintiff seeks class action certification, damages, attorneys’ fees, and other relief. The Company is not able to fully assess the probability and outcome of the matter at this time due to the need to conduct further investigation. However, the Company believes the case is without merit and it does not currently believe that a material loss is probable or reasonably estimable. As such, the Company has not recognized a liability related to this matter and intends to vigorously defend the matter.

 

Executive Compensation

 

As of March 31, 2026, the Company had employment agreements with members of the management team providing base salary amounts and provisions for stock compensation, cash bonuses and other benefits to be granted at the discretion of the Board of Directors. Additionally, certain employment agreements include provisions for base salary, bonus amounts upon meeting certain performance milestones, severance benefits for involuntary termination from a change in control or other events as defined in their respective agreements. Additionally, the vesting of certain awards could be accelerated upon a change in control (as defined) or by action of the Board of Directors.

 

NOTE 8 – SEGMENT INFORMATION

 

Operating segments are defined as components of an enterprise for which separate financial information is available and which is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer. The CODM is the highest level of management responsible for assessing the Company’s overall performance, and making operational decisions such as resource allocations related to operations, product prioritization and delegations of authority. The CODM has determined that the Company operates in a single operating and reportable segment and manages segment profit (loss) based upon consolidated net income (loss). The measure of segment assets is reported on the consolidated balance sheet as total consolidated assets.

 

NOTE 9 – SUBSEQUENT EVENTS

 

On April 13, 2026, the Company signed an amendment with TPG to reduce the monthly fees from $42,000 to $13,500. The amendment is effective June 7, 2026.

 

Commencing April 29, 2026, the Company entered into Securities Purchase Agreements with accredited investors (“Investors”) in a private placement, pursuant to which the Company sold approximately $4.2 million of Senior Secured Debentures (“Debentures”) as well as 4,165,000 warrants to existing and new Investors, for net proceeds of approximately $3.6 million, after placement agent fees and offering expenses. The Debentures are secured by the assets of the Company and mature October 29, 2026. The Company issued 587,782 shares of common stock to the Investors in lieu of fees and interest under the Debentures.

 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The discussion and analysis of our financial condition and results of operations are based on our financial statements, which we have prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported revenues and expenses during the reporting periods. On an ongoing basis, we evaluate estimates and judgments, including those described in greater detail below. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

 

As used in this “Management’s Discussion and Analysis of Financial Condition and Results of Operation,” except where the context otherwise requires, the term “we,” “us,” “our,” “authID” or “the Company,” refers to the business of authID Inc. and its subsidiaries.

 

Overview 

 

authID ensures enterprises “Know Who’s Behind the Device”TM for every customer or employee login and transaction, through its easy-to-integrate, patented, biometric identity platform. authID powers biometric identity proofing, biometric authentication, and account recovery with a fast, accurate, user-friendly experience. With our PrivacyKey™ solution, authID provides a highly accurate biometric authentication, while storing no biometric data. authID stops fraud at onboarding, blocks deepfakes, prevents account takeover, and eliminates password risks and costs, through the faster, frictionless, and most accurate user identity experience demanded by today’s digital ecosystem. 

 

Our Platform

 

Our cloud-based platform was developed with internally developed software as well as acquired and licensed technology and provides the following core services:

 

●

Biometric Identity Verification – ProofTM

 

●

Biometric Identity Authentication – VerifiedTM

 

●

PrivacyKeyTM Privacy Preserving Biometrics

 

●

Account / Access Recovery

 

●

Identity Exchange (IDX) Platform

 

●

authID Mandate Agentic AI Security

 

Biometric Identity Verification - Proof

 

Biometric identity verification establishes the trusted identity of a user based on a variety of ground truth sources, including government-issued identity documents such as national IDs, driver’s licenses and passports or electronic machine-readable travel documents (or eMRTDs). Our VerifiedTM platform detects presentation attack and spoofing threats, evaluates the authenticity of security features present on a government-issued identity document, and biometrically matches the reference picture of the document with a live user’s selfie (a photograph that the user has taken of themselves). Usually occurring at account opening or onboarding, identity verification ensures that the enterprise knows that the person interacting with the enterprise is who they say they are, in real time. authID’s ProofTM identity verification product eliminates the need for costly and less accurate face-to-face, in-person ID checks and instead provides a verified identity in seconds. Additionally, authID’s PrivacyKeyTM technology enables customers to perform biometric verification through the use of Public/Private Keys that is performed without storing any biometric data, which ensures individual data privacy. In a digital, online world of increasing fraud and security threats, Proof speeds up onboarding and offers our customers confidence in the identities of consumers, employees or third-party vendors.

 

 

Biometric Identity Authentication - Verified

 

Biometric identity authentication provides any organization with a secure, convenient solution to validate that an individual is the verified account owner for various purposes including passwordless login and performing specific transactions, or functions. The authID Verified product allows users to confirm their identity with their facial biometric by simply taking a selfie on a mobile phone or device of their choosing (as opposed to dedicated hardware). The solution includes a patented audit trail created for each transaction, containing the digitally signed transaction details, with proof of identity authentication and consent. Verified allows users to recover, via a facial biometric, account access that is lost or blocked due to expired credentials, lockouts, lost or stolen devices, or compromised accounts. Because the account owner’s root of trust is established in the cloud, recovery is independent of any device or hardware. In this way, account recovery is instant, portable, and does not require the presence of or access to a previously provisioned device in order to secure access from a different device.

 

PrivacyKey Privacy Preserving Biometrics

 

authID’s PrivacyKey solution provides biometric authentication without the requirement to store any biometric or derivative of biometric data. The technology transforms biometric verification into Public/Private Key cryptography whereby the facial image of the person is converted into an elliptical public/private key pair where only the public key is stored and the private key only exists during authentication and is deleted immediately after. The solution is compliant to the ISO30136 Privacy Biometric standard and provides a False Match Rate accuracy of 1:1 Billion at a False Rejection Rate of 0.3%, as confirmed by independent tests conducted by The Commonwealth Scientific and Industrial Research Organization (“CSRIO”).

 

Identity Exchange (IDXTM) Platform

 

authID’s Identity Exchange (IDX) is a next-generation platform purpose-built to allow authorized personnel to create or claim a central credential that can be leveraged across multiple subsidiaries of a large enterprise, simplifying and securing the management of workforce identities. IDX modernizes identity management with biometric-bound, passwordless, interoperable and reusable credentials that stop phishing attacks, ensuring only verified users can access sensitive systems and data. IDX is the first enterprise platform built on the Accountable Digital Identity Association (ADI Association) specification, ensuring it is aligned with global interoperability and data sovereignty standards as well as privacy regulations.

 

authID Mandate- Agentic AI Security Framework

 

authID Mandate is a framework for biometrically binding human sponsors to the AI agents they launched, ensuring that agentic activity is governed by the user’s own scope, while also providing an immutable audit trail of that sponsorship. This provides a level of governance far beyond machine IDs or vulnerable tokens that are otherwise the basis for most agentic deployment of auditability.

 

Key Customer Benefits

 

Our solution allows our enterprise customers to:

 

●

Verify and Authenticate users. Customers can use the authID platform not only to verify the identity of new users, but also to authenticate those users seamlessly on an ongoing basis to enable quick, secure logins and transaction authentications.

 

●

Benefit from high-speed processing. Our solution returns a very low-latency response, key to enabling high-volume use cases (such as logins and high-value transactions) and providing a frictionless user experience.

 

 

●

Precisely and accurately identify their consumers and employees, giving the enterprise complete confidence in who is accessing their digital assets

 

●

Provide a seamless user experience in terms of speed and self-guided flow, so that even users who are not tech-savvy are easily able to complete the identity verification and authentication processes

 

●

Support a wide variety of devices. Our cloud-based service is device agnostic and may be used to verify or authenticate users on any device with a camera, including shared devices, digital kiosks, etc.

 

●

Integrate quickly and easily. We offer pre-integrated OIDC connections as well as integrations with several leading Identity and Access Management solutions.

 

●

Offer broad identity document coverage. We can verify identities using a wide spectrum of government-issued documents from around the world.

 

●

Perform secure biometric verification & authentication without the need to store biometric data. Our PrivacyKey technology removes the need to store any biometric data in order to perform verification or authentication transactions. PrivacyKey verification and authentication is seamlessly delivered thru either a web or mobile applications with a response time of less than 700ms.

  

Key Trends

 

We believe that our financial results will be impacted by several market trends in the identity verification and authentication markets, as well as expanding digital transformation efforts across a wide range of market segments. These trends include:

 

●

growing concerns over identity theft, fraud and account takeover, resulting from the acceleration of digital transformation, for example online shopping and remote working and the growth in AI assisted fraud;

 

●

the growth in the sharing economy; and

 

●

the increase in electronic payments and alternative money transfer solutions provided by both bank and non-bank entities. The key drivers for these alternative payment methods are consumer demands for safe, convenient payment transactions, with less friction.

 

Our results are also impacted by the changes in levels of spending on identity verification, management and security methods, and thus, negative trends in the global economy and other factors which negatively impact such spending may negatively impact the growth in our revenue from those products. The global economy has been undergoing a period of political and economic uncertainty and stock markets are experiencing high levels of volatility, and it is difficult to predict how long this uncertainty and volatility will continue. 

 

We plan to grow our business by increasing the use of our services by our existing customers, by adding new customers through our direct salesforce, channel partners and by expanding into new markets and innovation. If we are successful in these efforts, we would expect our revenue to continue to grow.

 

The Company was incorporated in the State of Delaware on September 21, 2011, and changed our name from Ipsidy Inc. to authID Inc. on July 18, 2022. Our corporate headquarters is located at 1580 North Logan Street, Suite 660, Unit 51767, Denver, CO 80203 and our main phone number is (516) 274-8700. Our website address is www.authid.ai. The information contained on, or that can be accessed through, our website is not incorporated by reference into this Form 10-Q and you should not consider information on our website to be part of this Form 10-Q.

 

 

Going Concern

 

These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) assuming the Company will continue on a going concern basis, which implies the Company will continue to meet its obligations and continue its operations for the next year following the issuance date of these consolidated financial statements. As of March 31, 2026, the Company had an accumulated deficit of approximately $196.2 million. For the three months ended March 31, 2026, the Company earned revenue of approximately $0.5 million, used $3.4 million to fund its operations, and incurred a net loss from operations of approximately $4.5 million.

 

The continuation of the Company as a going concern is dependent upon financial support from the Company’s stockholders, the ability of the Company to obtain additional debt or equity financing to continue operations, the Company’s ability to generate sufficient cash flows from operations, successfully locating and negotiating with other business entities for potential acquisition and acquiring new clients to generate revenues and cash flows. In April 2026, the Company raised a total of approximately $3.6 million after expenses from accredited investors through the sale of approximately $4.2 million Senior Secured Debentures pursuant to a private placement.  Going forward, the Company plans to raise additional funds as needed to support its operations and investments as it seeks to create a sustainable organization. Our growth-oriented business plan to offer products to our customers will require continued capital investment and there is no guarantee that such financing will be available, or available on acceptable terms.

 

There is no assurance that the Company will ever be profitable. These consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. As there can be no assurance that the Company will be able to achieve positive cash flows (become cash flow positive) and raise sufficient capital to maintain operations, there is substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the date these consolidated financial statements were issued. 

 

Adjusted EBITDA

 

This discussion includes information about Adjusted EBITDA that is not prepared in accordance with GAAP. Adjusted EBITDA is not based on any standardized methodology prescribed by GAAP and is not necessarily comparable to similar measures presented by other companies. A reconciliation of this non-GAAP measure is included below. Adjusted EBITDA is a non-GAAP financial measure that represents GAAP net loss from continuing operations adjusted to exclude (1) interest expense, (2) interest income, (3) amortization, (4) stock-based compensation expense and certain other items management believes affect the comparability of operating results.

 

Management believes that Adjusted EBITDA, when viewed with our results under GAAP and the accompanying reconciliations, provides useful information about our period-over-period results. Adjusted EBITDA is presented because management believes it provides additional information with respect to the performance of our fundamental business activities and is also frequently used by securities analysts, investors and other interested parties in the evaluation of comparable companies. We also rely on Adjusted EBITDA as a primary measure to review and assess the operating performance of our company and our management, and it will be a focus as we invest in and grow the business.

 

Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation from, or as a substitute for, analysis of our results as reported under GAAP. Some of these limitations are:

 

●

Adjusted EBITDA does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;

 

●

Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

 

 

●

Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements;

 

●

Adjusted EBITDA does not include the impact of certain charges or gains resulting from matters we consider not to be indicative of our ongoing operations.

 

Because of these limitations, Adjusted EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA only as a supplement to our GAAP results.

  

Reconciliation of Loss from Continuing Operations to Adjusted EBITDA Continuing Operations:

 

		Three Months Ended March 31,
		2026				2025
Loss from continuing operations		$	(4,463,536	)		$	(4,339,467	)
Addback:
Interest expense, net			2,428				12,712
Interest income			(19,532	)			(51,544	)
Amortization			11,698				30,192
Stock compensation			1,040,058				454,339
Adjusted EBITDA continuing operations (Non-GAAP)			(3,428,884	)			(3,893,768	)

 

Three Months Ended March 31, 2026 and March 31, 2025

 

Revenues, net

 

During the three months ended March 31, 2026, the Company’s revenues, net of concessions and allowances were approximately $480,000, compared to approximately $296,000 in the three months ended March 31, 2025, principally due to the recognition of revenue from new customer contracts.

 

General and administrative expenses

 

During the three months ended March 31, 2026 compared to the three months ended March 31, 2025, general and administrative expenses increased by approximately $0.2 million. The increase for the three-month period was driven by an increase of approximately $0.4 million in stock-based compensation for employees and advisors, partially offset by employee and vendor expense reductions.

 

Research and development expenses

 

During the three months ended March 31, 2026 compared to the three months ended March 31, 2025, research and development expenses increased by approximately $0.1 million. The increase for the three-month period was driven by an increase of approximately $0.2 million in stock-based compensation for employees and advisors, partially offset by employee and vendor expense reductions.

 

Amortization expense

 

During the three months ended March 31, 2026 compared to March 31, 2025, amortization expense decreased by approximately $18,000 as the Company’s assets become fully amortized.

 

 

Interest expense, net

 

Interest expense includes interest expense, debt issuance and discount amortization expense. During the three months ended March 31, 2026 compared to March 31, 2025, interest expense decreased by approximately $10,000 due to repayment of debt.

 

Interest income

 

Interest income comprises bank interest earned on the Company’s cash balances. Interest income decreased during the three months ended March 31, 2026 compared to March 31, 2025 by approximately $32,000.

 

Liquidity and Capital Resources

 

The Company has approximately $1.2 million cash on hand and approximately $0.9 million working capital as of March 31, 2026.

 

Cash used in operating activities was approximately $3.4 million and $5.4 million in the three months ended March 31, 2026 and 2025, respectively.

 

Cash used in investing activities for the three months ended March 31, 2026 and March 31, 2025 was $0, and $1,700 respectively due to payment of patent costs and purchases of intangible assets in 2025.

  

Cash used in financing activities for the three months ended March 31, 2026 and March 31, 2025 was approximately $0 and $0.2 million respectively, due to the repayment of a convertible note in 2025.

 

The Company will need to raise additional funds to support its operations and investments as it seeks to create a sustainable organization. Our growth-oriented business plan to offer products to our customers will require continued capital investment and there is no guarantee that such financing will be available, or available on acceptable terms.

 

There is no guarantee that our current business plan will not change, and as a result of such change, we will need additional capital to implement such business plan. Further, assuming we achieve our expected growth plan, of which there is no guarantee, we will need additional capital to implement growth beyond our current business plan. 

 

Macro-Economic Conditions

 

The global economy has been undergoing a period of political and economic uncertainty and stock markets are experiencing high levels of volatility, and it is difficult to predict how long this uncertainty and volatility will continue. The frequent and sudden changes in international trade negotiations and tariffs, continuing wars in Ukraine and the Middle East, inflationary pressures, and rising energy prices have impacted the United States and other major economies and have created uncertainty in the markets. As a result, many businesses, especially in the technology sector, have made significant reductions in expenditure, including reductions in force and investment freezes. Our sales and results are also impacted by the changes in levels of spending on identity verification, management and security methods, and thus, negative trends in the global economy and other factors which negatively impact such spending may negatively impact the growth of our revenue from those products.

 

 

Off-Balance Sheet Arrangements

 

The Company has no off-balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is deemed by our management to be material to investors.

 

Recent Accounting Policies

 

The recent material accounting policies that may be the most critical to understanding of the financial results and conditions are discussed in Note 1 of the financial statements.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

As a smaller reporting company, we are not required to include disclosure under this item.

 

ITEM 4. CONTROLS AND PROCEDURES.

 

Evaluation of Disclosure Controls and Procedures

 

As of the end of the period covered by this Quarterly Report on Form 10-Q, our Chief Executive Officer and Chief Financial Officer performed an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15 and 15d-15(e) of the Exchange Act. Based on the evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2026, the Company’s disclosure controls and procedures are effective to ensure that the information required to be disclosed by the Company in the report that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting (as that term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

  

PART II

 

ITEM 1. LEGAL PROCEEDINGS

 

From time to time the Company is a party to various legal or administrative proceedings arising in the ordinary course of our business. Litigation can be expensive and disruptive to normal business operations. Moreover, the results of complex legal proceedings are difficult to predict, and the Company’s view of these matters may change in the future as the litigation and events related thereto unfold. The Company expenses legal fees as incurred. The Company records a provision for contingent losses when it is probable that a liability has been incurred, and the amount of the loss can be reasonably estimated. No such provision has been recorded as of March 31, 2026 and 2025.

 

On January 29, 2026, the Company was served with a Summons and Complaint in the matter of Perez v. Intellicheck, Inc. and authID Inc., filed in the U.S. District Court for the Northern District of Illinois. The Complaint alleges that one of the Company’s partners (Intellicheck, Inc., a reseller of the Company’s services) and the Company collected, stored and used biometric information from the Plaintiff and similarly situated individuals in Illinois in violation of the Illinois Biometric Information Privacy Act, 740 ILCS 14/1 et seq. (“BIPA”). BIPA provides for statutory damages of $1,000 per negligent violation or $5,000 per intentional or reckless violation, and the Plaintiff seeks class action certification, damages, attorneys’ fees, and other relief. The Company is not able to fully assess the probability and outcome of the matter at this time due to the need to conduct further investigation. However, the Company believes the case is without merit and it does not currently believe that a material loss is probable or reasonably estimable. As such, the Company has not recognized a liability related to this matter and intends to vigorously defend the matter.

 

ITEM 1A. RISK FACTORS

 

Risk factors describing the major risks to our business can be found under Item 1A, “Risk Factors”, in our Annual Report on Form 10-K for the year ended December 31, 2025. There has been no material change in our risk factors from those previously discussed in the Annual Report on Form 10-K.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

On April 29, 2026, the Company closed a private placement (the “April 2026 Offering”) pursuant to a Securities Purchase Agreement dated April 29, 2026 (the “April 2026 Purchase Agreement”) with certain accredited investors (the “April 2026 Investors”). The Company issued and sold an aggregate of $4,165,000 principal amount of its Senior Secured Debentures (the “April 2026 Debentures”) together with accompanying Stock Purchase Warrants (the “April 2026 Warrants”).

 

The April 2026 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 April 2026 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 April 2026 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 April 2026 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 April 2026 Warrants have a five-year term from issuance, are exercisable beginning six months after issuance, and include a cashless exercise provision. The April 2026 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 April 2026 Investor.

 

Fee Shares

 

In addition to the April 2026 Debentures and April 2026 Warrants, the Company issued to the April 2026 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 April 2026 Investor is a director of the Company).

 

Registration Rights

 

The Company entered into a Registration Rights Agreement with the April 2026 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 April 2026 Investors standard piggyback registration rights.

 

Most Favored Nation and Conversion/Exchange Feature

 

The April 2026 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 April 2026 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 April 2026 Purchase Agreement without stockholder approval, in accordance with Nasdaq Listing Rule 5635.

 

The securities offered and sold in the April 2026 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 April 2026 Investors represented that they are accredited investors within the meaning of Rule 501(a) of Regulation D.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable to our operations.

 

ITEM 5. OTHER INFORMATION

 

During the three months ended March 31, 2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

 

 

ITEM 6. EXHIBITS 

 

Exhibit Number		Description
3.1 (1)		Amended & Restated Certificate of Incorporation
3.2 (6)		Amended & Restated Bylaws as of July 18, 2022
3.3 (2)		Certificate of Amendment dated June 14, 2021
3.4 (6)		Certificate of Amendment to Amended and Restated Certificate of Incorporation as of July 18, 2022
3.5 (7)		Certificate of Amendment to Amended and Restated Certificate of Incorporation as of September 20, 2022
3.6 (13)		Certificate of Amendment to the Amended and Restated Certificate of Incorporation dated June 26, 2023
3.7 (22)		Certificate of Amendment to the Certificate of Incorporation
4.1 (2)		Form of Stock Option
4.2 (27)		Description of the Registrant’s Securities
10.1 (2)		Form of Director Agreement
10.2 (2)		Form of Indemnification Agreement
10.3 (3)		2017 Incentive Stock Plan
10.4 (2)		Executive Retention Agreement entered between the Company and Thomas L. Thimot dated June 14, 2021
10.5 (2)		Executive Retention Agreement entered between the Company and Cecil N. Smith III dated June 14, 2021
10.6 (4)		AuthID Inc. 2021 Equity Incentive Plan
10.7 (5)		Letter Agreement between Annie Pham and AuthID Inc. dated April 25, 2022
10.8 (8)		Amended and Restated Faculty Agreement between the Company and Stephen J. Garchik dated March 8, 2023.
10.9 (8)		Promissory Note between the Company and Stephen J. Garchik dated March 9, 2023.
10.10 (8)		Guaranty Agreement by FIN Holdings Inc., Innovation in Motion, Inc. and ID Solutions, Inc. in favor of Stephen J. Garchik dated March 9, 2023.
10.11 (8)		Release Agreement between the Company and Stephen J. Garchik dated March 9, 2023.
10.12 (9)		Letter Agreement between Rhoniel Daguro and AuthID Inc. dated March 23, 2023
10.13 (9)		Executive Retention Agreement between Rhoniel Daguro and AuthID Inc. dated March 23, 2023
10.14 (9)		Confidential Separation Agreement and General Release between Thomas Thimot and authID Inc. Dated March 23, 2023
10.15 (10)		Letter Agreement between Thomas Szoke and AuthID Inc. dated April 12, 2023
10.16 (10)		Executive Retention Agreement between Thomas Szoke and AuthID Inc. dated April 12, 2023
10.17 (11)		Executive Retention Agreement between Annie Pham and AuthID Inc. dated May 11, 2023
10.18 (12)**		Form of Securities Purchase Agreement dated as of May 23, 2023 between the Company and accredited investors
10.19 (12)		Engagement Agreement dated as of April 20, 2023 between the Company and Madison Global Partners LLC
10.20 (12)		Stock Purchase Warrant dated May 26, 2023 issued to Madison Global Partners LLC
10.21 (12)**		Form of Exchange Agreement dated as of May 23, 2023 between the Company and certain Holders
10.22 (14)		Letter Agreement between Edward Sellitto and authID Inc. dated July 31, 2023
10.23 (15)		Agreement dated October 25, 2023 between The Pipeline Group, Inc. and authID Inc.
10.24 (17)		Form of Securities Purchase Agreement dated as of November 20, 2023 between the Company and accredited investor
10.25 (17)		Engagement Agreement dated as of November 2, 2023 between the Company and Madison Global Partners, LLC
10.26 (17)		Stock Purchase Warrant dated November 22, 2023 issued to Madison Global Partners, LLC

 

 

10.27 (18)**		Agreement dated December 19, 2023 between The Pipeline Group, Inc and authID Inc.
10.28 (19)		Letter Agreement between Kunal Mehta and authID Inc.
10.29 (21)**		Form of Securities Purchase Agreement dated as of June 24, 2024 between the Company and accredited investors
10.30 (21)		Engagement Agreement, dated as of June 24, 2024 between the Company and Madison Global Partners, LLC
10.31 (21)		Stock Purchase Warrant issued to Madison Global Partners LLC dated June 27, 2024
10.32 (23)**		Agreement dated August 26, 2024 between The Pipeline Group, Inc. and authID Inc.
10.33 (22)		Letter Agreement between Erick Soto and authID Inc. dated September 10, 2024
10.34 (22)		Executive Retention Agreement between Erick Soto and AuthID Inc. dated September 10, 2024
10.35 (24)**		Form of Securities Purchase Agreement dated as of March 31, 2025 between the Company and accredited investors
10.36 (24)		Form of Pre-Funded Warrant dated April 1, 2025
10.37 (24)		Engagement Agreement dated as of March 12, 2025 between the Company and Madison Global Partners LLC
10.38 (24)		Amendment to the Engagement Agreement dated as of March 26, 2025 between the Company and Madison Global Partners LLC
10.39 (24)		Placement Agency Agreement between the Company and Dominari Securities LLC dated March 31, 2025
10.40 (24)		Stock Purchase Warrant issued to Madison Global Partners LLC dated April 1, 2025
10.41 (24)		Stock Purchase Warrant issued to Dominari Securities LLC dated April 1, 2025
10.42 (25)		Form of Securities Purchase Agreement, dated as of May 6, 2025, between the Company and accredited investors
10.43 (25)		Placement Agency Agreement between the Company and Dominari Securities LLC dated May 6, 2025
10.44 (25)		Stock Purchase Warrant issued to Madison Global Partners, LLC dated May 7, 2025
10.45 (25)		Stock Purchase Warrant issued to Dominari Securities LLC dated May 7, 2025
10.46 (26)		Form of Director Appointment Letter
10.47 (27)**		Agreement dated September 26, 2025 between The Pipeline Group, Inc. and authID Inc.
10.48 (28)		Form of Securities Purchase Agreement, dated as of November 21, 2025, between the Company and accredited investors
10.49 (28)		Form of Pre-Funded Warrant dated November 24, 2025
10.50 (28)		Engagement Agreement dated as of November 20, 2025 between the Company and Madison Global Partners, LLC
10.51 (28)		Placement Agency Agreement between the Company and Dominari Securities LLC dated November 21, 2025
10.52 (28)		Stock Purchase Warrant issued to Madison Global Partners, LLC
10.53 (28)		Stock Purchase Warrant issued to Dominari Securities LLC
10.54 (28)		Stock Purchase Warrant issued to Madison Global Partners, LLC dated November 20, 2025
10.55**		Agreement dated April 13, 2026 between The Pipeline Group, Inc. and authID Inc.
10.56 (30)		Form of Securities Purchase Agreement dated April 29, 2026
10.57 (30)		Form of Senior Secured Debenture
10.58 (30)		Form of Stock Purchase Warrant
10.59 (30)		Form Security Agreement dated April 29, 2026
10.60 (30)		Form Registration Rights Agreement dated April 29, 2026
14.1 (16)		Code of Ethics
19 (23)		Insider Trading Policy
21.1(29)		List of Subsidiaries
31.1*		Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act
31.2*		Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act
32.1*		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97.1 (16)		Policy for the Recovery of Erroneously Awarded Compensation adopted October 6, 2023
99.1 (20)		Policy on Granting Equity Awards
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

  

*	Filed herewith

 

**

Certain confidential portions of this exhibit were omitted by means of marking such portions with asterisks because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed. A copy of any omitted portions will be furnished to the SEC upon request.

 

(1)	Incorporated by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on March 23, 2021.

 

(2)	Incorporated by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on June 15, 2021.

 

 

(3)	Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities Exchange Commission on May 4, 2018.

 

(4)	Incorporated by reference to the Form S-8 Registration Statement filed with the Securities Exchange Commission on February 1, 2022.

 

(5)	Incorporated by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on April 27, 2022.

 

(6)	Incorporated by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on July 19, 2022.

 

(7)	Incorporated by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on September 21, 2022.

 

(8)	Incorporated by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on March 10, 2023.

 

(9)	Incorporated by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on March 28, 2023.

 

(10)	Incorporated by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on April 18, 2023.

 

(11)	Incorporated by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on May 16, 2023.

 

(12)	Incorporated by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on May 26, 2023.

 

(13)	Incorporated by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on June 27, 2023.

 

(14)	Incorporated by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on August 3, 2023.

 

(15)	Incorporated by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on October 26, 2023.

 

(16)	Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities Exchange Commission on November 8, 2023.

 

(17)	Incorporated by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on November 27, 2023.

 

(18)	Incorporated by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on December 21, 2023.

 

(19)	Incorporated by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on March 26, 2024.

 

(20)	Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities Exchange Commission on May 15, 2024.

 

(21)	Incorporated by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on June 27, 2024.

 

(22)	Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities Exchange Commission on November 7, 2024.

 

(23)	Incorporated by reference to the Form 10-K Annual Report filed with the Securities Exchange Commission on March 13, 2025.

 

(24)	Incorporated by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on April 2, 2025.

 

(25)	Incorporated by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on May 7, 2025

 

(26)	Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities Exchange Commission on August 14, 2025

 

(27)	Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities Exchange Commission on November 12, 2025

 

(28)	Incorporated by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on November 24, 2025
(29)	Incorporated by reference to the Form 10-K Annual Report filed with the Securities Exchange Commission on March 31, 2026.
(30)	Incorporated by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on May 1, 2026.

 

 

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 thereunto duly authorized.

 

authID Inc.

 

	By:	/s/ Rhoniel A. Daguro
		Rhoniel A. Daguro
		Chief Executive Officer
		(Principal Executive Officer)
	By:	/s/ Ed Sellitto
		Ed Sellitto
		Chief Financial Officer,
		(Principal Financial and Accounting Officer)
Dated: May 14, 2026