authID Inc.: files 8-K for $1,350,000 secured convertible debentures offering

What happened

• The filing says that on Oct 5, 2026 authID Inc. entered into a Securities Purchase Agreement with four accredited investors to issue and sell senior secured convertible debentures in the aggregate original principal amount of $1,350,000 and warrants to purchase up to 1,800,000 shares of common stock at an exercise price of $0.50 per share. The closing of the offering occurred on Oct 6, 2026.
• The debentures mature on the earlier of Feb 28, 2027 and the consummation of a change of control, do not bear interest, are senior secured obligations and rank pari passu with the company’s April 29, 2026 debentures. The debentures are convertible at the option of the holders at a conversion price of $0.386 per share, which equates to an aggregate of 3,497,409 conversion shares.
• The filing says the company granted each investor a security interest in substantially all of the company’s assets (pari passu with the April 2026 debentures), agreed to file a registration statement covering resale of the conversion shares, warrant shares and placement agent warrants within 60 days and to use commercially reasonable efforts to have it declared effective within 75 days, and that the warrants issued in the offering are not exercisable unless and until stockholder approval is obtained under Nasdaq Listing Rule 5635.

Key details

• Aggregate gross proceeds: $1,350,000; closing date: Oct 6, 2026.
• Warrants: up to 1,800,000 shares, $0.50 exercise price, 5-year term, cashless exercise permitted, not exercisable until stockholder approval.
• Conversion terms: conversion price $0.386 per share, convertible into 3,497,409 shares, beneficial ownership limits of 4.99% or 9.99% per holder (adjustable on 61 days’ notice but not above 9.99%).
• Placement agent: Madison Global Partners, LLC, cash fee equal to 7% of gross proceeds, placement agent warrants with value equal to 7% of gross proceeds exercisable at $0.386 per share, and reimbursement of $25,000 of legal fees.
• Related items: holders of the April 2026 debentures consented to the pari passu ranking, agreed to extend the April 2026 debentures’ maturity from Oct 29, 2026 to Feb 28, 2027, and the exercise price of warrants issued Apr 29, 2026 was reduced from $0.57 to $0.50 (reduction for directors subject to stockholder approval).
• Regulation FD disclosure: the filing furnished a press release dated Oct 5, 2026 on the offering and the maturity extension, and a press release dated Oct 6, 2026 announcing a $2,000,000 technology licensing, services and support agreement with the EinStrong Charitable Foundation under which EinStrong paid $1,000,000 for a non-exclusive license and committed an additional $1,000,000 for new functionality and engineering support.

Why it may matter

• The filing reports Item 1.01 (entry into a material definitive agreement), Item 2.03 (creation of a direct financial obligation), Item 3.02 (unregistered sales of equity securities), Item 7.01 (regulation FD disclosure) and Item 8.01 (other events, including forward-looking statement caution).
• The filing says the company intends to use net proceeds for working capital and general corporate purposes and lists prohibited uses of proceeds (repayment of indebtedness other than trade payables in the ordinary course, redemption of common stock or equivalents, settlement of litigation, loans or advances to insiders or affiliates).
• The filing does not show why the insider traded or why the company acted.