Submission of Matters to a Vote of Security Holders Form 8 K

Item 1.01. Entry into a Material Definitive Agreement.

On June 24, 2024, 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 1,464,965 shares (the "Shares") of the Company's common stock, par value $0.0001 per share (the "Common Stock") at a per share price of $7.50 per share and at a price of $8.16 per share for purchasers who are directors, officers, employees or consultants of the Company. The purchasers under the Purchase Agreement included Stephen J. Garchik and one director of the Company.

The Registered Shares were offered and sold pursuant to a base prospectus, dated November 10, 2021, and a prospectus supplement, dated June 26, 2024, in connection with a takedown from the Company's shelf registration statement on Form S-3 (Registration No. 333-260641).

On June 12, 2024, the Company entered into an engagement agreement (the "Engagement Agreement") with Madison Global Partners, LLC ("Madison"), pursuant to which Madison agreed to serve as non-exclusive exclusive placement agent for the issuance and sale of the Shares. The Company has agreed to pay Madison an aggregate cash fee equal to 7.0% of the gross proceeds received by the Company from the sale of the securities in the Offering, as well as non-refundable retainer and other payments totaling $80,000 and has agreed to issue stock purchase warrants (the "Madison Warrants") to purchase up to 102,547 shares of common stock of the Company, which is equal to 7.0% of the aggregate number of Shares placed in the Offering. Pursuant to the Engagement Agreement, the Company also agreed to reimburse Madison $60,000 for fees and expenses of legal counsel and other out-of-pocket expenses. The Engagement Agreement has indemnity and other customary provisions for transactions of this nature.

The foregoing descriptions of the Purchase Agreement, the Engagement Agreement and the Madison Warrants are not complete and are qualified in their entirety by references to the full text of the Form of Purchase Agreement, the Engagement Agreement and the Madison Warrants, which 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.