authID Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
UNITED STATES
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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.
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Item 9.01 Financial Statements and Exhibits
(d) Index of Exhibits
| Exhibit No. | Description | |
| 5.1 | Opinion of Fleming PLLC | |
| 10.1* | Form of Securities Purchase Agreement, dated as of May 6, 2025, between the Company and accredited investors | |
| 10.2(1) | Engagement Agreement dated as of March 12, 2025, between the Company and Madison Global Partners, LLC | |
| 10.3(1) | Amendment to the Engagement Agreement dated as of March 26, 2025, between the Company and Madison Global Partners, LLC | |
| 10.4 | Placement Agency Agreement between the Company and Dominari Securities LLC dated May 6, 2025 | |
| 10.5 | Stock Purchase Warrant issued to Madison Global Partners, LLC | |
| 10.6 | Stock Purchase Warrant issued to Dominari Securities LLC | |
| 23.1 | Consent of Fleming PLLC (included in Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Certain schedules and exhibits to this agreement have been omitted pursuant to Instruction 4 to Item 1.01 of Form 8-K. A copy of any omitted schedule or exhibit will be furnished to the SEC upon request. |
| (1) | Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on April 2, 2025. |
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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.
| authID Inc. | ||
| Date: May 7, 2025 | By: | /s/ Edward Sellitto |
| Name: | Edward Sellitto | |
| Title: | Chief Financial Officer | |
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