The Debentures, the Warrants and the Placement Agent Warrants were offered and sold in a private placement in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), afforded by Section 4(a)(2) thereof and Rule 506(b) of Regulation D promulgated thereunder, without any form of general solicitation or general advertising. Each Investor represented to the Company that it is an “accredited investor” as defined in Rule 501(a…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

Entry into a Material Definitive Agreement. Securities Purchase Agreement On October 5, 2026, authID Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with four accredited investors (the “Investors”) pursuant to which the Company agreed to issue and sell to the Investors, in a private placement (the “Offering”), (i) senior secured convertible debentures in the aggregate original principal amount of $1,350,000 (the “Debentures”) and (ii) warrants to p…

Entry into a Material Definitive Agreement. Backstop Commitment Agreement On September 9, 2026, authID Inc. (the “Company”) entered into a Backstop Commitment Agreement (the “Backstop Agreement”) with certain holders of the Company’s outstanding senior secured debentures (each, a “Commitment Party” and, collectively, the “Commitment Parties”). The senior secured debentures (the “Senior Secured Debentures”) were issued pursuant to that certain Securities Purchase Agreement, dated as of April 2…

The Commitment Fee Warrants, the shares of Common Stock issuable upon exercise of the Commitment Fee Warrants, the Backstop Debenture (if and when issued) and the shares of Common Stock issuable upon exchange of the Backstop Debenture were, or will be, issued in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof and Rule 506(b) of Regulation D promulgated thereunder. Each Commitment Party represented to the Company that it…

CEO — Rhoniel A. Daguro: The CEO resigned for 'Good Reason' but immediately transitioned to the Chairman role, and an internal co-founder was appointed as Interim CEO, indicating an orderly succession rather than a loss of key leadership.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On August 27, 2026, authID Inc. (the “Company”) received a deficiency letter (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the 30 consecutive business days from July 16, 2026 through August 26, 2026, the closing bid price of the Company’s common stock was below the minimum bid price of $1.00 per share require…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On August 18, 2026, authID Inc. (the “Company”) received a deficiency letter (the “Notice”) from the Listing Qualifications Department of The NASDAQ Stock Market LLC (“Nasdaq”) notifying the Company that it is not in compliance with Nasdaq Listing Rule 5550(b)(1) (“Rule 5550(b)(1)”), which requires a listed company to maintain stockholders’ equity of at least $2,500,000. The Notice states that…

Results of Operations and Financial Condition On August 14, 2026, authID Inc. (the “Company”) issued a press release regarding its financial results for the second quarter ended June 30, 2026. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in this

Chief Product Officer — Erick Soto: Mr. Soto resigned from his position as Chief Product Officer.

Results of Operations and Financial Condition On May 14, 2026, authID Inc. (the “Company”) issued a press release regarding its financial results for the first quarter ended March 31, 2026. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in this

Director — Shrikrishna Venkataraman: Resigned due to personal reasons and new professional commitments.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

Entry into a Material Definitive Agreement. On April 29, 2026, authID Inc. (the “ Company ”) closed a private placement (the “ Offering ”) pursuant to a Securities Purchase Agreement dated April 29, 2026 (the “ Purchase Agreement ”) with certain accredited investors (the “ Investors ”). The Company issued and sold an aggregate of approximately $3,765,000 principal amount of its Senior Secured Debentures (the “ Debentures ”) together with accompanying Stock Purchase Warrants (the “ Warrants ”)…

The issuance of the Warrants and Fee Shares constitutes an unregistered sale of equity securities. 2

Results of Operations and Financial Condition On March 31, 2026, authID Inc. (the “Company”) issued a press release regarding its financial results for the fiscal year ended December 31, 2025. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in this

Entry into a Material Definitive Agreement. On November 21, 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 1,626,441 shares (the “ Shares ”) of the Company’s common stock, par value $0.0001 per share (the “ Common Stock ”) at a per share price of $1.35 per share and at a price of $1.71 per…

Results of Operations and Financial Condition On November 12, 2025, authID Inc. (the “Company”) issued a press release regarding its financial results for the fiscal quarter ended March 31, 2025. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The Company also published a presentation used in connection with a conference call hosted on November 12, 2025. The full text of the presentation published i…

Director — Michael C. Thompson: Mr. Thompson resigned due to personal reasons.

Results of Operations and Financial Condition On August 14, 2025, authID Inc. (the “Company”) issued a press release regarding its financial results for the fiscal quarter ended June 30, 2025. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The Company also published a presentation used in connection with a conference call hosted on August 14, 2025. The full text of the presentation published in con…

Results of Operations and Financial Condition On May 13, 2025, authID Inc. (the “Company”) issued a press release regarding its financial results for the fiscal quarter ended March 31, 2025. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The Company also published a presentation used in connection with a conference call hosted on May 13, 2025. The full text of the presentation published in connecti…

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 pu…

Entry into a Material Definitive Agreement. On March 31, 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 1,361,120 shares (the “ Shares ”) of the Company’s common stock, par value $0.0001 per share (the “ Common Stock ”) at a per share price of $4.50 per share and, in lieu of offering the Sh…

Results of Operations and Financial Condition On March 13, 2025, authID Inc. (the “Company”) issued a press release regarding its financial results for the fiscal year ended December 31, 2024. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The Company also published a presentation used in connection with a conference call hosted on March 13, 2025. The full text of the presentation published in conn…

Results of Operations and Financial Condition