Material Agreement (Form 8-K)

Item 1.01 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 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 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 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 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 Warrants have a five-year term from issuance, are exercisable beginning six months after issuance, and include a cashless exercise provision. The 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 Investor.

Fee Shares

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