AUID 10-K & 10-Q changes, risk factors and insider trading
authID Inc. · Nasdaq · Services-Prepackaged Software · CIK 1534154 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Largest changes
“We do not have or require any approval from government authorities or agencies in order to operate our regular business and operations. However, data protection legislation in various countries in which the Company does business (including India and the EEA) may require it to register its databases with governmental authorities in those countries and to comply with additional disclosure and consent requirements with regard to the collection, storage and use of personal information of individuals resident in those countries. …”see in full comparison
“We do not have or require any approval from government authorities or agencies in order to operate our regular business and operations. However, data protection legislation in various countries in which the Company or its customers do business may require it to register its databases with governmental authorities in those countries and to comply with additional disclosure and consent requirements with regard to the collection, storage and use of personal information of individuals in those countries. …”see in full comparison
“As disclosed in our previous filings, we had a material weakness in our control over financial reporting starting with the quarter ended June 30, 2023. Management has taken action to remediate the various elements of this material weakness, with immediate effect in relation to the financial statements for the year ending December 31, 2023. …”see in full comparison
Jurisdictions aroundsee in full comparisonaroundthe world are developing and passing new regulations that apply specifically to the use of AI. For example, the EU AI Act was adoptedadoptedin 2024 and will be implemented in phases through 2030, and other jurisdictions are considering similarly focused legislation. These regulations and the evolving AI regulatory environment may, among other impacts, result in inconsistencies among AI regulations and frameworks across jurisdictions, increase our compliance, governance and research and development costs, increase our exposure to claims related to our AI models and increase liability related to the use of AI by our customers or users that are beyond our control. There can be no guarantee that future AIregulationsregulations, or customer requirements relating to AI will not adversely impact us or conflict with our approach to AI, including affecting our ability to make our offerings available without costly changes, delaying or halting development of our offerings, requiring us to change our development practices, go to market strategies and indemnity protections and subjecting us to additional compliance requirements, regulatory action, competitive harm, reputational harm and legal liability. To the extent we rely on third-party AI technologies in our products, services and solutions, we will face risks inherent in how those technologies and their AI models have been developed and deployed.
“We cannot accurately predict the future growth rate, if any, or the ultimate size of these markets, or our penetration of these markets. …”see in full comparison
“We cannot accurately predict the future growth rate, if any, or the ultimate size of these markets. …”see in full comparison
Full comparison: every changed paragraph (16)
There can be no assurance that we will successfully commercialize our products that are currently in development or were recently launched, or that our existing products will sustain market acceptance.
There
is no assurance that we will ever successfully
commercialize our platform and related solutions or that we will experience market reception
for our products in development or increased
market reception for our existing products. There is no guarantee that we will be able to
successfully implement our new products utilizing
the acquired and internally developed technology,and products,licensed technology and customer base.products. There is no assurance
that our existing products or solutions
will achieve market acceptance or that our new products or solutions will achieve and sustain market acceptance. Further, there can be no guarantee
that we
will not lose business to our existing or potential new competitors.
Our ability to grow depends on whether organizations of various types and sizes adopt our technology and solutions as part of their business processes. If these organizations do not adopt our technology, we may not be able to increase revenues, penetrate some of the new markets we are targeting, or we may lose some of our existing customer base.
In order for us to achieve our growth objectives, our identity verification and authentication technologies and solutions must be adapted to and adopted in a variety of areas including, among others, computer and online systems access control, and identity verification for onboarding new workforce members or consumers and for transaction authentication purposes.
We cannot accurately predict the future growth rate, if any, or the ultimate size of these markets, or our penetration of these markets. The growth of the market for our products and services depends on a number of factors such as the cost, performance and reliability of our products and services compared to the products and services of our competitors, customer perception of the benefits of our products and solutions, public perception of the intrusiveness of these solutions and the manner in which organizations use the information collected, customer satisfaction with our products and services and marketing efforts and publicity for our products and services. Our products and services may not adequately address market requirements and may not gain wide market acceptance. If our solutions or our products and services do not gain wide market acceptance, our business and our financial results will suffer.
On
March 23, 2023, RhonRhoniel A. Daguro was appointed as
our Chief Executive Officer. Our success depends on the continued services of Mr.
Daguro and of certain other members of the current management
team. Our executive team is incentivized in part by stock compensation
grants that align the interests of investors with the executive team and
certain executives have employment retention agreements. The
loss of key management, engineering employees or third-party contractors
could have a material and adverse effect on our business operations.
Additionally, the success of our operations will largely depend upon
our ability to successfully attract and maintain competent and qualified
key management personnel. As with any company with limited resources,
there can be no guarantee that we will be able to attract such
individuals or that the presence of such individuals will necessarily translate
into profitability for our company. If we are successful
in attracting and retaining such individuals, it is likely that our payroll costs
and related expenses will increase significantly and
that there will be additional dilution to existing stockholders as a result of equity
incentives that may need to be issued to such management
personnel. Our inability to attract and retain key personnel may materially and
adversely affect our business operations. Any failure
by our management to effectively anticipate, implement, and manage personnel required
to sustain our growth would have a material adverse
effect on our business, financial condition, and results of operations.
We do not have or require any approval from government authorities or agencies in order to operate our regular business and operations. However, data protection legislation in various countries in which the Company or its customers do business may require it to register its databases with governmental authorities in those countries and to comply with additional disclosure and consent requirements with regard to the collection, storage and use of personal information of individuals in those countries. To the extent that our contracts are with Governmental or regulated entities, the relevant government authorities will need to approve us as a supplier and the terms of those contracts. However, it is possible that any proposed expansion to our business and operations in the future would require government approvals. Due to the security applications and biometric technology associated with our products and platforms the activities and operations of our company are or could become subject to license restrictions and other regulations, such as (without limitation) export controls and other security regulation by government agencies. As indicated in, “We are exposed to risks in operating in foreign markets”below, the imposition of sanctions on particular countries, entities or individuals would prevent us from doing business with such countries, entities or individuals. If our existing and proposed products become subject to licensing, export control and other regulations, we may incur increased costs necessary to comply with existing and newly adopted or amended laws and regulations or penalties for any failure to comply. Our operations could be adversely affected, directly or indirectly, by existing or future laws and regulations (and amendments thereto) relating to our business or industry.
Jurisdictions
around around
the world are developing and passing new regulations that apply specifically to the use of AI. For example, the EU AI Act was
adopted adopted
in 2024 and will be implemented in phases through 2030, and other jurisdictions are considering similarly focused legislation.
These regulations
and the evolving AI regulatory environment may, among other impacts, result in inconsistencies among AI regulations
and frameworks across
jurisdictions, increase our compliance, governance and research and development costs, increase our exposure to
claims related to our
AI models and increase liability related to the use of AI by our customers or users that are beyond our control.
There can be no guarantee
that future AI regulationsregulations, or customer requirements relating to AI will not adversely impact us or conflict
with our approach to AI, including affecting our ability to make our
offerings available without costly changes, delaying or halting
development of our offerings, requiring us to change our development practices,
go to market strategies and indemnity protections and
subjecting us to additional compliance requirements, regulatory action, competitive
harm, reputational harm and legal liability. To the
extent we rely on third-party AI technologies in our products, services and solutions,
we will face risks inherent in how those technologies
and their AI models have been developed and deployed.
Our ability to grow depends significantly on whether
organizations of various types and sizes adopt our technology and solutions as part of their new standards. If these organizations do
not adopt our technology, we may not be able to penetrate some of the new markets we are targeting, or we may lose some of our existing
customer base.
In order for us to achieve our growth objectives,
our identity verification and authentication technologies and solutions must be adapted to and adopted in a variety of areas including,
among others, computer and online systems access control, and identity verification for transaction authentication purposes.
We cannot accurately predict the future growth
rate, if any, or the ultimate size of these markets. The growth of the market for our products and services depends on a number of factors
such as the cost, performance and reliability of our products and services compared to the products and services of our competitors, customer
perception of the benefits of our products and solutions, public perception of the intrusiveness of these solutions and the manner in
which organizations use the information collected, customer satisfaction with our products and services and marketing efforts and publicity
for our products and services. Our products and services may not adequately address market requirements and may not gain wide market acceptance.
If our solutions or our products and services do not gain wide market acceptance, our business and our financial results will suffer.
Furthermore,
governmental programs can experience
delays or cancellation of funding and suspension of appropriations has occurred, for example the
partial United States government shutdown
in 2018/19October - November 2025 and current congressional uncertainty over the debt ceiling which
could lead to a further shutdown, which can be unpredictable;
this may make it difficult to forecast our revenues on a quarter-by-quarter
basis.
We
depend upon a small number of large sales
with contractual commitments ranging from $500,000 up to $10,000,000,$2,000,000, which take longer to close
and may result in a concentration of
business and unpredictable quarterly revenue.
We derive a substantial portion of our revenues
from a small number of sales with large contractual commitments ranging from $500,000 up to $10,000,000.$2,000,000. We have changed the product set of
of the business and have developed a new range of software as a service (SaaS) based products and solutions, which are in a lower price
range and intended to generate
recurring revenue from a large number of customers. We have at the same time changed our marketing focus
to target major enterprises,
which involve a longer sales cycle but if we are successful in securing contracts with multi-million dollar
contractual commitments with
such enterprises, we believe that such contracts will generate substantial, sustainable revenue growth. At
the same time, we are also
focusing our efforts in expanding our channel partner relationships, in the expectation that these will bring
additional sales that will
be quicker and easier to close. We are still endeavoring to enter into multi-year contracts for our new products
with minimum commitments
ranging in price from $50,000 to $10,000,000 and we may, or may not, be successful in achieving such sales. If
we are successful in securing the major contractual
commitments that we are targeting, that may result in concentration of our business
amongst a small number of customers, the loss of any
one of which could have significant adverse effects on our revenue and financial
situation. Additionally, the longer sales and implementation
cycle of major enterprises may delay the recognition of revenue and adversely
affect our results of operations in the meantime. Some of
our large contractual commitments are from enterprises, which are at an early
stage of business development and the ramp in their business
and processing volumes may be unpredictable. Accordingly, our quarterly results
are difficult to predict because we cannot predict in
which quarter, if any, substantial sales (whether measured in commitment volumes,
or number of contracts) will occur in a given year,
nor when (if at all), or at what rate the ramp in sales of new products will occur.
As a result, we believe that quarter-to-quarter comparisons
of our sales are not a good indication of our future performance. In some
future quarters, our sales may be below the expectations of
securities analysts and investors, in which case the market price of our Common
Stock may decrease significantly.
We do not have or require any approval from government
authorities or agencies in order to operate our regular business and operations. However, data protection legislation in various countries
in which the Company does business (including India and the EEA) may require it to register its databases with governmental authorities
in those countries and to comply with additional disclosure and consent requirements with regard to the collection, storage and use of
personal information of individuals resident in those countries. To the extent that our contracts are with Governmental or regulated entities,
the relevant government authorities will need to approve us as a supplier and the terms of those contracts. However, it is possible that
any proposed expansion to our business and operations in the future would require government approvals. Due to the security applications
and biometric technology associated with our products and platforms the activities and operations of our company are or could become subject
to license restrictions and other regulations, such as (without limitation) export controls and other security regulation by government
agencies. As indicated in, “We are exposed to risks in operating in foreign markets” above, the imposition of sanctions on
particular countries, entities or individuals would prevent us from doing business with such countries, entities or individuals. If our
existing and proposed products become subject to licensing, export control and other regulations, we may incur increased costs necessary
to comply with existing and newly adopted or amended laws and regulations or penalties for any failure to comply. Our operations could
be adversely affected, directly or indirectly, by existing or future laws and regulations (and amendments thereto) relating to our business
or industry.
As disclosed in our previous filings, we had a
material weakness in our control over financial reporting starting with the quarter ended June 30, 2023. Management has taken action to
remediate the various elements of this material weakness, with immediate effect in relation to the financial statements for the year ending
December 31, 2023. We remediated this material weakness and put in place a process to undertake an ongoing review of the Company’s
activities during each quarter to identify the potential complex accounting matters and if necessary to engage a professional CPA advisory
firm to review the proposed accounting treatment on these complex accounting matters that may arise in the future.
Management's Discussion & Analysis (MD&A)
New heading “Commercial Agreements”
New heading “Interest income”
New heading “2025 Common Stock Transactions”
Removed heading “Discontinued Operations”
Removed heading “2023 Common Stock Transactions”
Largest changes
The global economy has been undergoing a period of political and economic uncertainty and stock markets are experiencing high levels of volatility, and it is difficult to predict how long this uncertainty and volatility will continue. The frequent and sudden changes in international trade negotiations and tariffs, continuing wars in Ukraine and the Middle East, inflationary pressures, and rising energy pricessee in full comparisonand increaseshavein interest rates haveimpacted the United States and other major economies and have created uncertaintyregardinginathepossiblemarkets.recession.As a result, many businesses, especially in the technology sector, have made significantcut-backsreductions in expenditure, including reductions in force and investment freezes. Our sales and results are also impacted by the changes in levels of spending on identity verification, management and security methods, and thus, negative trends in the global economy and other factors which negatively impact such spending may negatively impact the growth of our revenue from those products.
“As discussed in “Liquidity and Capital Resources” below, the Company secured additional financing during 2024 which provides funding for its current operations as it continues to invest in its product, people, and technology. The Company projects that the investments will lead to revenue expansion, thereby reducing liquidity needs. However, in order to further implement its business plan and satisfy its working capital requirements, the Company will need to raise additional capital. …”see in full comparison
Full comparison: every changed paragraph (55)
Overview authID Inc. (together with its subsidiaries, the
“Company”, “authID”, “we” or “our”) ensures enterprises “Know Who’s Behind
the Device”TM for every customer or employee login and transaction. Throughtransaction,
through its easy-to-integrate, patented, biometric
identity platform,platform. authID quickly and accurately verifies a user’s identity, eliminating any assumption of ‘who’ is
behind a device and preventing cybercriminals from taking over accounts. authID combines digital onboarding,powers biometric passwordlessidentity authenticationproofing, biometric authentication,
and account recovery,recovery with a fast, accurate, user-friendly experienceexperience. –With deliveringour identityPrivacyKey™ verificationsolution, inauthID 700ms.provides Establishinga highly accurate
abiometric authentication, while storing no biometric root of trust for each user that is bound to their accounts, or provisioned devices,data. authID stops fraud at onboarding, blocks deepfakes, prevents account takeover,
and eliminates
password risks and costs, and providesthrough the faster, more accuratefrictionless, and privacymost preservingaccurate user identity experience demanded by operatorstoday’s
of today’s digital ecosystems.ecosystem.
Biometric
identity verification establishes the trusted identity of a user based on a variety of ground truth sources, including government-issued
government-issued identity documents such as national IDs, driver’s licenses and passports or electronic machine-readable
travel documents (or eMRTDs).
Our VerifiedTM platform
detects presentation attack and spoofing threats, evaluates the authenticity of security features
present on a government-issued
identity document, and biometrically matches the reference picture of the document with a live user’s
selfie (a photograph
that the user has taken of themselves). Usually occurring at account opening or onboarding, identity verification
ensures that the
enterprise knows that the person interacting with the enterprise is who they say they are, in real time. authID’s
ProofTM identity verification product eliminates the need for costly and less accurate face-to-face, in-person ID checks and
and instead provides a verified identity in seconds. Additionally, authID’s PrivacyKeyPrivacyKeyTM technology enables customers to
perform perform
biometric verification through the use of Public/Private Keys that is performed without storing any biometric data, which ensures
individual data privacy. In a digital, online world of increasing fraud and security threats, Proof speeds up onboarding and offers our
our customers confidence in the identities of consumers, employees or third-party vendors.
Biometric identity authentication provides any organization with a secure, convenient solution to validate that an individual is the verified account owner for various purposes including passwordless login and performing specific transactions, or functions. The authID Verified product allows users to confirm their identity with their facial biometric by simply taking a selfie on a mobile phone or device of their choosing (as opposed to dedicated hardware). The solution includes a patented audit trail created for each transaction, containing the digitally signed transaction details, with proof of identity authentication and consent. Verified allows users to recover, via a facial biometric, account access that is lost or blocked due to expired credentials, lockouts, lost or stolen devices, or compromised accounts. Because the account owner’s root of trust is established in the cloud, recovery is independent of any device or hardware. In this way, account recovery is instant, portable, and does not require the presence of or access to a previously provisioned device in order to secure access from a different device.
Identity Exchange (IDXTM) Platform authID’s Identity Exchange (IDX) is a next-generation platform purpose-built to allow authorized personnel to create or claim a central credential that can be leveraged across multiple subsidiaries of a large enterprise, simplifying and securing the management of workforce identities across distributed workforces that include employees, contractors, vendors, and other third parties. IDX modernizes identity management with centrally-managed, biometric-bound, passwordless, interoperable and reusable credentials that stop phishing attacks, ensuring only verified users can access sensitive systems and data. IDX is the first enterprise platform built on the Accountable Digital Identity Association (ADI Association) specification, ensuring it is aligned with global interoperability and data sovereignty standards as well as privacy regulations.
authID Mandate- Agentic AI Security Framework authID Mandate is a framework for biometrically binding human sponsors to the AI agents they launched, ensuring that agentic activity is governed by the user’s own scope, while also providing an immutable audit trail of that sponsorship. This provides a level of governance far beyond machine IDs or vulnerable tokens that are otherwise the basis for most agentic deployment of auditability.
Account Access and Recovery authID’s Verified biometric identity authentication
solution allows users to recover, via a facial biometric, account access that is lost or blocked due to expired credentials, lockouts,
lost or stolen devices, or compromised accounts. Because the account owner’s root of trust is established in the cloud, recovery
is independent of any device or hardware. In this way, account recovery is instant, portable, and does not require the presence of or
access to a previously provisioned device in order to secure access from a different device.
Discontinued Operations
On May 4, 2022, the Board of Directors of authID
(the “Board” or the “Board of Directors”) approved a plan to exit from certain non-core activities comprising
the MultiPay correspondent bank payments services in Colombia and the Cards Plus cards manufacturing and printing business in South Africa
(“Cards Plus business”). On August 29, 2022 the Company executed and completed the sale of the Cards Plus business. On June
30, 2023, the Company completed the sale of its legacy payments software by MultiPay. MultiPay S.A.S., and IDGS S.A.S. operations, together
with those of Cards Plus Pty Ltd., are presented as discontinued operations in the Consolidated Statements of Operations during the year
ended December 31, 2023, as they met the criteria for discontinued operations under applicable accounting guidance.
The Company’s These
consolidated financial statements
included in this Annual Report have been prepared in accordance with U.S.accounting principles generally accepted in the United States
(“US GAAP”) assuming the Company will continue on a going concern basis,
which implies the Company will continue to meet
its obligations and continue its operations for the next year following the issuance date
of these consolidated financial statements.
As of December 31, 2024,2025, the Company had an accumulated
deficit of approximately $173.8$191.7 million. For the year ended December 31, 2024,2025, the Company earned net revenue of approximately $0.9$2.0 million,
used $11.6$15.0 million to fund its operations, and incurred a net loss from continuing operations of approximately $14.3$17.9 million.
The
continuation of the Company as a going concern
is dependent upon financial support from the Company’s stockholders, the ability
of the Company to obtain additional debt or equity
financing to continue operations, the Company’s ability to generate sufficient revenues and
cash flows from operations (both from
existing and new customers), andoperations, successfully locating and negotiating with cash generatingother business entities for potential acquisition and acquiring
bynew theclients Company.to generate revenues and cash flows. In JuneApril, 2024,May and November 2025, the Company raised a total of approximately $10.0$11.4 million
after expenses from existing and new stockholders through
the sale of Common Stock pursuant to a registered direct offering.offerings. Going forward,
the Company plans to raise additional funds to support
its operations and investments as it seeks to create a sustainable organization.
Our growth-oriented business plan to offer products to
our customers will require continued capital investment and there is no guarantee
that such financing will be available, or available
on acceptable terms.
As discussed in “Liquidity and Capital Resources”
below, the Company secured additional financing during 2024 which provides funding for its current operations as it continues to invest
in its product, people, and technology. The Company projects that the investments will lead to revenue expansion, thereby reducing liquidity
needs. However, in order to further implement its business plan and satisfy its working capital requirements, the Company will need to
raise additional capital. There is no guarantee that the Company will be able to raise additional equity or debt financing at acceptable
terms, if at all.
There is no assurance that the Company will ever
be profitable. These condensed consolidated financial statements do not include any adjustments to reflect the possible future effects
on the recoverability
and classification of assets or the amounts and classifications of liabilities that may result should the Company
be unable to continue
as a going concern. As there can be no assurance that the Company will be able to achieve positive cash flows (become
cash flow positive)
and raise sufficient capital to maintain operations, there is substantial doubt about the Company’s ability
to continue as a going
concern. concern for a period of twelve months from the date of these consolidated financial statements were issued.
Commercial Agreements
On June 6, 2023, the Company entered into a services
agreement with The Pipeline Group, Inc. (“TPG”). Ken Jisser, a director of the Company, is the founder and CEO of TPG, a technology-enabled
services company that aims to deliver business results for companies looking to build a predictable and profitable pipeline. The agreement
provides that TPG will assist in providing outsourced sales including business development resources for outbound calling, provide support
for automated dialing technology, classify customer data and other sales related services for an initial term of one year. These services
and their contracted pricing has been evaluated by Management based on historical experience with similar providers and determined to
be priced at fair market rates. On October
25, 2023, on December 19, 2023 and on August 26, 2024, the Company entered into amendments
to the above services agreement, pursuant to
which TPG will provide certain additional services to the Company. In consideration of the
services, the Company will paypaid TPG $70,000 per
month. monthOn duringSeptember 26, 2025, the currentCompany termsigned endinganother in June 2025. The foregoing is only a summary of the
material terms of the agreements enteredamendment with TPG andto doesreduce notthe purportmonthly fees to be$42,000. The amendment is effective
October 1, 2025. On September 30, 2025, the Company entered into a completeservices descriptionagreement with TPG. The agreement provides that the Company
will provide biometric authentication services to TPG for an initial term of thetwo rightsyears, with an annual license fee of $2,500 and obligationsmonthly
minimum offees the
partiesramping thereunder.to $1,000 per month. The summary of the agreement entered with TPG is qualified in its entirety by reference to the
forms of such agreements,
which were filed as exhibits to certain of the Company’s Currentfilings Reportwith the SEC and are incorporated by
reference herein (See “Exhibits”).
The Company has entered into various investment,
credit and funding agreements with Mr. Stephen Garchik, which are summarized in the following paragraphs. Mr. Garchik is now a holder
of more than 10% of the issued and outstanding common stock of the Company. Mr. Garchik’s financial support for the Company has
been a material factor in the continued operation of the Company over the period covered by this Annual Report and its current financial
position. Full details of these transactions are set forth in Item 13 “Certain Relationships and Related Transactions and Director
Independence” and in Note 7 “Related Party Transactions” to the Audited Consolidated Financial Statements of the Company
as of and for the years ended December 31, 2024 and 2023, which are exhibited hereto (the “Consolidated Financial Statements”).
On March 21, 2022 the Company entered into the
Original Facility Agreement with Mr. Garchik, pursuant to which Mr. Garchik agreed to provide a $10.0 million unsecured standby line of
credit facility. On April 18, 2022, Joseph Trelin, as Garchik’s designee under the Original Facility Agreement, was appointed as
a member of the Board of Directors of the Company. By virtue of such right of nomination Mr. Garchik considered himself a “director
by deputization”.
As described in Note 5 “Working Capital
Facility”, the Original Facility Agreement was amended and restated effective March 8, 2023 pursuant to which amendment the amount
of the facility was reduced to $3.6 million, an initial advance of $900,000 was made and subsequent advances under the A&R Facility
Agreement are subject to various conditions including the granting of a security interest over substantially all the Company’s assets.
Under the A&R Facility Agreement Garchik had a one-time right for the nomination of four designees specified in writing by Garchik
for appointment to our board of directors. On March 9, 2023, Rhoniel Daguro, Ken Jisser, Michael Thompson and Thomas Szoke as Garchik’s
designees under the A&R Facility Agreement, were appointed as members of the Board of Directors of the Company.
On May 25, 2023, the Company and Mr. Garchik agreed
to terminate the A&R Facility Agreement and satisfied and offset the outstanding balance of the Note and accrued interest in the amount
of $929,250 with the purchase price of 253,617 shares of common stock. In addition, Mr. Garchik invested a further $1,000,000 on the same
date. The purchase price of the shares issued in these two transactions was the same as the purchase price paid by all other investors
(who were not directors) in the same round and was the Nasdaq Official Closing Price in effect on the date of the transaction.
Further, On May 23, 2023, pursuant to an Exchange
Agreement, Mr. Garchik, exchanged a Convertible Note and accrued interest in the amount of $1,014,625 for 268,705 shares of common stock.
The price of the shares issued to Mr. Garchik under the Exchange Agreement was the same as the purchase price paid by all other investors
(who were not directors) pursuant to the Exchange Agreement and was the Nasdaq Official Closing Price in effect on the date of the transaction.
As a result of such exchange, the issuance of shares in satisfaction of the Credit Facility and the purchase of additional shares of common
stock as referenced above (See Note 8 “Shareholders’ Equity” to the Consolidated Financial Statements), Mr. Garchik
is now a holder of more than 10% of the outstanding shares of the Company’s common stock.
On November 20, 2023, Mr. Garchik, purchased 166,667
shares of Company’s common stock at a price of $1,000,000. The purchase price of the shares issued in this transaction was the same
as the purchase price paid by all other investors in the same round and was higher than the Nasdaq Official Closing Price in effect on
the date of the transaction.
On
June 26,27, 2024, Mr.Stephen Garchik, a holder of 10% of the outstanding shares, purchased
150,000 shares of the Company’s common stock
at a price of $1,125,000. The purchase price of the shares issued in this
transaction was the same as the purchase price paid by all
other investors in the same round and represented a 24% discount to the
Nasdaq Official Closing Price in effect on the date of the transaction.
On June 26, 2025 Mr Garchik was elected as a Director of the Company. On November 24, 2025, Mr. Garchik, purchased 126,609 shares of the Company’s common stock at a price of $216,500. The purchase price of the shares issued in this transaction was equal to the Nasdaq Consolidated Closing Bid Price in effect on the date of the transaction.
Since
June 2023, the Company has employed Dale
Daguro, the brother of our CEO, RhonRhoniel Daguro as a VP Sales. Dale Daguro’s employment
is at will and may be terminated at any time,
with or without cause. Dale’s compensation is commensurate with other executives
employed by the Company at a similar level of seniority
and experience. During the year ended December 31, 2024,2025, Dale Daguro earned approximately $255,000
$283,000 in base salary and sales commission.
Revenues, net is defined as gross revenues, less discounts and sales concessions.
Software
License – The Company recognizes revenue
based on the identified performance obligations over the performance period for fixed
consideration and / or variable fees generated.
Variable fees are typically earned over time based on monthly users andusers, transaction volumes.volumes
or a monthly flat fee rate. We allocate the selling price in a contract
which has multiple performance obligations based on the contract
selling price that we believe represents a fair market price for the
service rendered based on estimated standalone selling price. Transaction
fees are billed monthly and are constrained to transactions
incurred within the month.
For
contracts with minimum annual fees, the Company generally recognizes
the amount of revenue ratably over the contract year and records
contract assets for the amount in excess of monthly contract billings
relating to variable contract consideration. For certain contracts,
the Company enters into an agreement which stipulates a minimum annual
fee which is generally due at the end of the contract year, in excess of
the amount of monthly billings. The Company may also require
pre-payment or milestone payments of the minimum annual fee. The amount
of any billed fees in excess of revenue recognized is recorded as deferred revenue.
The companyCompany accounts for any price concessions grantedas reductions
to the transaction price under ASC 606. Price concessions represent implied or estimated future reductions in consideration that the
Company expects to agrant, based on known facts and circumstances, including customer usage patterns and strategic considerations. These
concessions are treated as reductions tovariable consideration underand eachare respectiveincluded contractin and
subsequentlythe recognizestransaction revenueprice uponly to the amountextent that it is probable that
a significant reversal of thecumulative revisedrevenue considerationwill afternot occur when the concessionuncertainty is provided.resolved. For the years-ended December 31, 2025 and
2024 the Company granted approximately $0.9 million and $0 in concessions respectively.
This discussion includes information about Adjusted
EBITDA that is
not prepared in accordance with U.S. GAAP. Adjusted EBITDA is not based on any standardized methodology prescribed by U.S.
GAAP and is not necessarily
comparable to similar measures presented by other companies. A reconciliation of this non-GAAP measure is
included below. Adjusted EBITDA
is a non-GAAP financial measure that represents GAAP net income (loss) adjusted to exclude (1) interest expense and debt discount and
debt issuance costs amortization expense, (2) interest income, (3) provision for income taxes, (4) Amortization, (5) stock-based compensation
expense and certain other items management believes affect the comparability of operating results.
Adjusted EBITDA is a non-GAAP financial measure
that represents U.S. GAAP net income (loss) adjusted to exclude (1) interest expense, (2) interest income, (3) provision for income taxes,
(4) depreciation and amortization, (5) stock-based compensation expense (stock options) and (6) certain other items management believes
affect the comparability of operating results. Other items included the following:
Management
believes that Adjusted EBITDA, when
viewed with our results under U.S. GAAP and the accompanying reconciliations, provides useful information
about our period-over-period
results. Adjusted EBITDA is presented because management believes it provides additional information with
respect to the performance of
our fundamental business activities and is also frequently used by securities analysts, investors and other
interested parties in the
evaluation of comparable companies. We also rely on Adjusted EBITDA as a primary measure to review and assess
the operating performance
of our company and our management, and it will be a focus as we invest in and grow the business.
Because
of these limitations, adjustedAdjusted EBITDA
should not be considered as a measure of discretionary cash available to us to invest in the growth
of our business. We compensate for
these limitations by relying primarily on our U.S. GAAP results and using Adjusted EBITDA only as a supplement
to our U.S. GAAP results.
The increase in Adjusted EBITDA Loss From ContinuingOperations
Operations in 20242025 compared to 20232024 can be attributed to several factors. First, theThe Company tookinvested asignificantly strategicin approachresearch and development, and people
as well as incurred credit loss expense related to increasecertain funding
forcustomer its operations,contracts resulting in an increase in its overall operating expenses. Additionally, the Company invested significantly in research
and development, and people.
During the year ended December 31, 2024,
2025, the CompanyCompany’s
net revenues were approximately $886,000$2.0 million compared to approximately $190,000$0.9 million for the year ended December 31, 2023.2024. Revenue increased
as we acquired and went live with new customers.
During the year ended December 31, 2025, the Company recorded approximately $0.9 million in estimated concessions related to two customer contracts, one of which included an annual minimum usage fee payable on December 31, 2025. The customers’ usage declined unexpectedly and remained significantly below the minimum commitment, despite consistent communication from the customers that their usage would increase. Given the strategic importance of these customers to the Company, as well as management’s expectations regarding their future usage growth and ongoing new business development opportunities, the Company elected to provide concessions on the annual minimum fees and unpaid balances in order to preserve and strengthen the customer relationships.
During
the year ended December 31, 2024,2025, general
and administrative expenses increased by approximately $1.1$3.3 million compared to the year ended
December 31, 2023,2024. principallyThe dueincrease was driven by increases in employee related expenses, shares issued to higher
stock-basedmanagement compensation expensesadvisors, as well as
credit theloss Company’sexpense increaserelated into headcountcertain costscustomer andcontracts higherof third-partyapproximately vendor$0.8 costs.million
During the year ended December 31, 2024,2025, research
research and development expenses increased by approximately $3.7$1.4 million compared to the year ended December 31, 2023,2024. principally due
to higher stock-based compensation expenses as well as the Company’sThe increase was due to
continued investment in headcount costsemployees and highercontractors third-partyto vendordeliver costs.required product capabilities and performance for existing customers and
sales prospects.
Depreciation and amortizationAmortization expense
During the year ended December 31, 2024,2025, depreciationAmortization
and amortization decreased by approximately $0.1 million compared to the year ended December 31, 2023,2024, as the Company’s intangible
assets remaining useful life
decreases.
Interest expense includes interest expense, debt issuance and discount amortization expense. Interest expense remained flat during the years ended December 31, 2025 and December 31, 2024.
Interest income
Interest income comprises bank interest earned on the Company’s cash balances. Interest income decreased during the year ended December 31, 2025, by approximately $0.2 million compared to the year ended December 31, 2024.
Interest expense during the year ended December
31, 2024 compared to the year ended December 31, 2023 decreased by $1.1 million, principally due to the exchange of Convertible Notes
for common stock in May 2023.
The
global economy has been undergoing a period of political and
economic uncertainty and stock markets are experiencing high levels of volatility,
and it is difficult to predict how long this uncertainty
and volatility will continue. The frequent and sudden changes in international
trade negotiations and tariffs, continuing wars in Ukraine and the Middle East, inflationary pressures, and rising energy prices and increaseshave
in interest rates have impacted the United States and other major economies and have created uncertainty regardingin athe possiblemarkets. recession.
As a result, many businesses, especially
in the technology sector, have made significant cut-backsreductions in expenditure, including reductions
in force and investment freezes. Our
sales and results are also impacted by the changes in levels of spending on identity verification,
management and security methods, and
thus, negative trends in the global economy and other factors which negatively impact such spending
may negatively impact the growth
of our revenue from those products.
Net cash (used)/generated in investing activities
in 2024 2025
and 20232024 was approximately ($66,000)$0.0 million and $75,000$0.1 asmillion for the Company received certain proceeds from the salepayment of itspatent discontinuedfees businesses
inand 2023.purchases of intangible assets.
Net cash provided by financing activities for 2025 and 2024 consisted of approximately $11.2 million and $10.0 million in proceeds from the sale of common stock, net of offering costs.
Net cash provided by financing activities
for 2024 was approximately $10.0 million, compared to $15.4 million in 2023. Cash provided by financing activities in 2024 consisted primarily
of proceeds from sale of Common Stock pursuant to a registered direct offering in June 2024. Cash provided by financing activities in
2023 consists of proceeds from the sale of common stock in May 2023 and November 2023 and a $0.5 million initial drawdown net of debt
issuance costs under the Company’s A&R Facility Agreement.
In 2025,
2026, the Company will continue to be opportunistic
and judicious in raising additional funds to support its operations and investments
as it creates a sustainable organization. There is
no guarantee that such financing will be availableavailable, or if available that it will be
on acceptable terms.
As described in Item 1A (Risk Factors), the Company
has a history of losses and may not be able to achieve profitability in the near term. The Company has not been able to achieve positive
cash flows from operations and raised additional financing in 2024 and 2023 from the sale of equity and convertible notes.
As
of December 31, 2024,2025, the Company has thefully remainingrepaid balance of a
series ofall Senior Secured Convertible Notes outstanding forand $245,000discharged duethe insecurity March 2025.interests.
See Notes
Note 5 and 6 of the Consolidated Financial Statements for additional
information associated with the convertible notes payable.
2025 Common Stock Transactions
2023 Common Stock Transactions
The Company has no off-balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is deemed by our management to be material to investors.
We have no off-balance sheet financing arrangements.
As
of December 31, 2024,2025, the Company had theno followingoutstanding long-term contractual
obligations.
What changed in the latest 10-Q
Risk Factors
Risk factors describing the major risks to our business can be found under Item 1A, “Risk Factors”, in our Annual Report on Form 10-K for the year ended December 31, 2025. There has been no material change in our risk factors from those previously discussed in the Annual Report on Form 10-K.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
Removed heading “Three Months Ended March 31, 2026 and March 31, 2025”
Removed heading “Interest expense, net”
Largest changes
The global economy has been undergoing a period of political and economic uncertainty and stock markets are experiencing high levels of volatility, and it is difficult to predict how long this uncertainty and volatility will continue. Thesee in full comparisonfrequentcurrentand sudden changesincrease in internationaltradenegotiationstariffs andtariffs,uncertainty over international trading conditions, continuing wars in Ukraine and the Middle East, inflationary pressures,andrising energy prices and increases in interest rates have impacted the United States and other major economies and have created uncertaintyinregardingtheamarkets.possible recession. As a result, many businesses, especially in the technology sector, have made significantreductionscut-backs in expenditure, including reductions in force and investment freezes. Our sales and results are also impacted by the changes in levels of spending on identity verification, management and security methods, and thus, negative trends in the global economy and other factors which negatively impact such spending may negatively impact the growth of our revenue from those products. All or any of these risks separately, or in combination could have a material adverse effect on our business, financial condition, results of operations, and cash flows.
“Identity Exchange (IDXTM) Platform authID’s Identity Exchange (IDX) is a next-generation platform purpose-built to allow authorized personnel to create or claim a central credential that can be leveraged across multiple subsidiaries of a large enterprise, simplifying and securing the management of workforce identities. IDX modernizes identity management with biometric-bound, passwordless, interoperable and reusable credentials that stop phishing attacks, ensuring only verified users can access sensitive systems and data. …”see in full comparison
“authID Mandate- Agentic AI Security Framework authID Mandate is a framework for biometrically binding human sponsors to the AI agents they launched, ensuring that agentic activity is governed by the user’s own scope, while also providing an immutable audit trail of that sponsorship. This provides a level of governance far beyond machine IDs or vulnerable tokens that are otherwise the basis for most agentic deployment of auditability.”see in full comparison
This discussion includes information about Adjusted EBITDA that is not prepared in accordance with GAAP. Adjusted EBITDA is not based on any standardized methodology prescribed by GAAP and is not necessarily comparable to similar measures presented by other companies. A reconciliation of this non-GAAP measure is included below. Adjusted EBITDA is a non-GAAP financial measure that represents GAAP net income (loss) adjusted to exclude (1) interest expense, debt issuance costs and changes in fair value, (2) interest income, (3) severance cost, (4) amortization, (5) stock-based compensation expense and certain other items management believes affect the comparability of operating results. Management believes that Adjusted EBITDA, when viewed with our results under GAAP and the accompanying reconciliations, provides useful information about our period-over-period results. Adjusted EBITDA is presented because management believes it provides additional information with respect to the performance of our fundamental business activities and is also frequently used by securities analysts, investors and other interested parties in the evaluation of comparable companies. We also rely on Adjusted EBITDA as a primary measure to review and assess the operating performance of our company and our management, and it will be a focus as we invest in and grow the business. Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation from, or as a substitute for, analysis of our results as reported under GAAP. Some of these limitations are:see in full comparison
Full comparison: every changed paragraph (35)
Overview authID
ensures enterprises “Know Who’s Behind the Device”TM for every customer or employee login and transaction,
through its easy-to-integrate, patented, biometric identity platform. authID powers biometric identity proofing,proofing in 700ms, biometric authentication,
authentication in 25ms, and account recovery with a fast, accurate, user-friendly experience. With our PrivacyKey™ solution, authID provides a highly1-to-1-billion accurate
biometricfalse authentication,match rate, while storing no biometric data. authID stops fraud at onboarding, blocks deepfakes, prevents account takeover,
and eliminates password risks and costs, through the faster, frictionless, and most accurate user identity experience demanded by today’s
digital ecosystem.
Biometric
Identity Verification - ProofProofTM
Biometric
identity verification establishes the trusted identity of a user based on a variety of ground truth sources, including government-issued
identity documents such as national IDs, driver’s licenses and passports or electronic machine-readable travel documents (or eMRTDs).
Our VerifiedTM platform detects presentation attack and spoofing threats, evaluates the authenticity of security features
present on a government-issued identity document, and biometrically matches the reference picture of the document with a live user’s
selfie (a photograph that the user has taken of themselves). Usually occurring at account opening or onboarding, identity verification
ensures that the enterprise knows that the person interacting with the enterprise is who they say they are, in real time. authID’s
ProofTM identity verification product eliminates the need for costly and less accurate face-to-face, in-person ID checks and
instead provides a verified identity in seconds. Additionally, authID’s PrivacyKeyTM technology enables customers to
perform biometric verification through the use of Public/Private Keys that is performed without storing any biometric data, which ensures
individual data privacy. In a digital, online world of increasing fraud and security threats, Proof speeds up onboarding and offers our
customers confidence in the identities of consumers, employees or third-party vendors.
Biometric
Identity Authentication - VerifiedVerifiedTM
Biometric
identity authentication provides any organization with a secure, convenient solution to validate that an individual is the verified account
owner for various purposes including passwordless login and performing specific transactions, or functions. The authID Verified product
allows users to confirm their identity with their facial biometric by simply taking a selfie on a mobile phone or device of their choosing
(as opposed to dedicated hardware). The solution includes a patented audit trail created for each transaction, containing the digitally
signed transaction details, with proof of identity authentication and consent. Verified allows users to recover, via a facial biometric,
account access that is lost or blocked due to expired credentials, lockouts, lost or stolen devices, or compromised accounts. Because
the account owner’s root of trust is established in the cloud, recovery is independent of any device or hardware. In this way,
account recovery is instant, portable, and does not require the presence of or access to a previously provisioned device in order to
secure access from a different device.
Account Access and Recovery authID’s Verified biometric identity authentication solution allows users to recover, via a facial biometric, account access that is lost or blocked due to expired credentials, lockouts, lost or stolen devices, or compromised accounts. Because the account owner’s root of trust is established in the cloud, recovery is independent of any device or hardware. In this way, account recovery is instant, portable, and does not require the presence of or access to a previously provisioned device in order to secure access from a different device.
Identity
Exchange (IDXTM) Platform authID’s
Identity Exchange (IDX) is a next-generation platform purpose-built to allow authorized personnel to create or claim a central credential
that can be leveraged across multiple subsidiaries of a large enterprise, simplifying and securing the management of workforce identities.
IDX modernizes identity management with biometric-bound, passwordless, interoperable and reusable credentials that stop phishing attacks,
ensuring only verified users can access sensitive systems and data. IDX is the first enterprise platform built on the Accountable Digital
Identity Association (ADI Association) specification, ensuring it is aligned with global interoperability and data sovereignty standards
as well as privacy regulations.
authID
Mandate- Agentic AI Security Framework authID
Mandate is a framework for biometrically binding human sponsors to the AI agents they launched, ensuring that agentic activity is governed
by the user’s own scope, while also providing an immutable audit trail of that sponsorship. This provides a level of governance
far beyond machine IDs or vulnerable tokens that are otherwise the basis for most agentic deployment of auditability.
We
plan to grow our business by increasing the use of our services by our existing customers, by adding new customers through our direct
salesforce, sales force, channel partners and by expanding into new markets and innovation. If we are successful in these efforts, we would expect
our revenue to continue to grow.
These consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) assuming the Company
will continue on a going concern basis, which implies the Company will continue to meet its obligations and continue its operations for
the next year following the issuance date of these consolidated financial statements. As of MarchJune 31,30, 2026, the Company had an accumulated
deficit of approximately $196.2$201.0 million. For the threesix months ended MarchJune 31,30, 2026, the Company earned revenue of approximately $0.5$1.0 million,
used $3.4$6.7 million to fund its operations, and incurred a net loss from operations of approximately $4.5$9.2 million.
The continuation of the Company as a going concern
is dependent upon financial support from the Company’s stockholders, the ability of the Company to obtain additional debt or equity
financing to continue operations, the Company’s ability to generate sufficient cash flows from operations, successfully locating
and negotiating with other business entities for potential acquisition and acquiring new clients to generate revenues and cash flows.
In April 2026, the Company raised a total of cash proceeds of approximately $3.6$3.5 million after expenses from accredited investors through the sale
of approximately $4.2 million Senior Secured Debentures pursuant to a private placement. Going forward, the Company plans to raise
additional funds as needed to support its operations and investments as it seeks to create a sustainable organization. Our growth-oriented
business plan to offer products to our customers will require continued capital investment and there is no guarantee that such financing
will be available, or available on acceptable terms.
This discussion includes information about Adjusted
EBITDA that is not prepared in accordance with GAAP. Adjusted EBITDA is not based on any standardized methodology prescribed by GAAP
and is not necessarily comparable to similar measures presented by other companies. A reconciliation of this non-GAAP measure is included
below. Adjusted EBITDA is a non-GAAP financial measure that represents GAAP net loss from continuing operations adjusted to exclude (1)
interest expense, (2) interest income, (3) amortization, (4) stock-based compensation expense and certain other items management believes
affect the comparability of operating results.
This discussion includes information about Adjusted EBITDA that is not prepared in accordance with GAAP. Adjusted EBITDA is not based on any standardized methodology prescribed by GAAP and is not necessarily comparable to similar measures presented by other companies. A reconciliation of this non-GAAP measure is included below. Adjusted EBITDA is a non-GAAP financial measure that represents GAAP net income (loss) adjusted to exclude (1) interest expense, debt issuance costs and changes in fair value, (2) interest income, (3) severance cost, (4) amortization, (5) stock-based compensation expense and certain other items management believes affect the comparability of operating results. Management believes that Adjusted EBITDA, when viewed with our results under GAAP and the accompanying reconciliations, provides useful information about our period-over-period results. Adjusted EBITDA is presented because management believes it provides additional information with respect to the performance of our fundamental business activities and is also frequently used by securities analysts, investors and other interested parties in the evaluation of comparable companies. We also rely on Adjusted EBITDA as a primary measure to review and assess the operating performance of our company and our management, and it will be a focus as we invest in and grow the business. Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation from, or as a substitute for, analysis of our results as reported under GAAP. Some of these limitations are:
Adjusted
EBITDA has limitations as an analytical tool, and you should not consider it in isolation from, or as a substitute for, analysis of our
results as reported under GAAP. Some of these limitations are:
Three
Months Ended March 31, 2026 and March 31, 2025
During
the three and six months ended MarchJune 31,30, 2026, the Company’s revenues, net of concessions and allowancesrevenues were approximately $480,000,$0.5 million and $1.0 million, respectively, compared
to approximately $296,000$1.4 million and $1.7 million, respectively, in the three and six months ended MarchJune 31,30, 2025,2025. principallyThe year over year decline was due to contract concessions made in the recognitionthird quarter of revenue2025 fromfor newtwo customer contracts.contracts which resulted in lower revenue in 2026.
During
the three and six months ended MarchJune 31,30, 2026 compared to the three and six months ended MarchJune 31,30, 2025, general and administrative expensesexpense increased
decreased by approximately $0.2 million. The increase for the three-month period was driven by an increase of approximately $0.4$1.4 million in stock-based
compensation for employees and advisors,$1.2 partiallymillion, offset by employee and vendor expense reductions.respectively.
In April 2026, the Company’s implemented a cost reduction initiative in order to reduce expenses and cash requirements and re-balance staffing levels to better align with the evolving needs of the Company (the “Cost Reduction Initiative”). Under the Cost Reduction Initiative, 18 employees and 10 contractors have left the Company. For the six months ended June 30, 2026, the Company incurred approximately $0.2 million of severance expenses.
The year-over-year decrease was driven by headcount and vendor-related expense reductions from the Q2 Cost Reduction Initiative.
During
the three and six months ended MarchJune 31,30, 2026 compared to the three and six months ended MarchJune 31,30, 2025, research and development expenses increased
by approximately $0.1 million.million and $0.2 million, respectively. The increase for the three-month period was drivendue byto an increase of approximately $0.2 million inincreased stock-based
compensation for employees and advisors,severance expense, partially offset by employeethe andinitial vendorimpact expensefrom reductions.the Q2 Cost Reduction Initiative.
Amortization expense remained flat during the three and six months ended June 30, 2026 compared to June 30, 2025.
During the three months ended March 31, 2026 compared
to March 31, 2025, amortization expense decreased by approximately $18,000 as the Company’s assets become fully amortized.
Interest
expense, net
Interest
expense includes interest expense, debt issuance and discount amortization expense. During the three months ended March 31, 2026 compared
to March 31, 2025, interest expense decreased by approximately $10,000 due to repayment of debt.
Interest
incomeOther Income (Expense)
During the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025, other expense, net increased by approximately $0.8 million. The increase was primarily due to debt issuance costs of approximately $0.9 million incurred in connection with the April 2026 Debentures Offering and lower interest income, partially offset by a gain related to the change in fair value of senior secured deb.
Interest
income comprises bank interest earned on the Company’s cash balances. Interest income decreased during the three months ended March
31, 2026 compared to March 31, 2025 by approximately $32,000.
The
Company has approximately $1.2$1.4 million of cash on hand and approximately $0.9($2.3) million of working capital deficit as of MarchJune 31,30, 2026.2026 mostly due to the $3.8 million in short term senior secured debt.
Cash
used in operating activities was approximately $3.4$6.7 million and $5.4$8.4 million in the threesix months ended MarchJune 31,30, 2026 and 2025, respectively.
Cash
used in investing activities for the three months ended March 31, 2026 and March 31, 2025 was $0, and $1,700 respectively due to payment
of patent costs and purchases of intangible assets in 2025.
Cash
used in financinginvesting activities for the threesix months ended MarchJune 31,30, 2026 and March 31, 2025 was approximately$0.0 $0million, andcompared $0.2with $0.0 million respectively,
due tofor the repaymentsix months ended June 30, 2025, for the payment of apatent convertible note in 2025.costs.
Cash provided by financing activities in the six months ended June 30, 2026 consisted of approximately $3.5 million in net proceeds from the sale of Senior Secured Debentures.
Cash provided by financing activities in the six months ended June 30, 2025 consisted of approximately $8.2 million in proceeds from the sale of common stock, net of offering costs.
The
In 2026, the Company will need to raise additional funds to support its operations and investments as it seeks to create a sustainable organization.
Our growth-oriented business plan to offer products to our customers will require continued capital investment and there is no guarantee
that such financing will be available, or available on acceptable terms.
The
global economy has been undergoing a period of political and economic uncertainty and stock markets are experiencing high levels of volatility,
and it is difficult to predict how long this uncertainty and volatility will continue. The frequentcurrent and sudden changesincrease in international
trade negotiationstariffs and tariffs,uncertainty over international trading conditions, continuing wars in Ukraine and the Middle East, inflationary pressures, and rising energy prices and increases in interest rates have
impacted the United States and other major economies and have created uncertainty inregarding thea markets.possible recession. As a result, many businesses, especially
in the technology sector, have made significant reductionscut-backs in expenditure, including reductions in force and investment freezes. Our
sales and results are also impacted by the changes in levels of spending on identity verification, management and security methods, and
thus, negative trends in the global economy and other factors which negatively impact such spending may negatively impact the growth
of our revenue from those products. All or any of these risks separately, or in combination could have a material adverse effect on our business, financial condition, results of operations, and cash flows.
AUID insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 3 Form 4 filings (2 insiders, 1 trade date, 271,084 shares, about $338.9K) and open-market sales in 0 filings. Net open-market shares: 271,084 (purchases minus sales); net value about $338.9K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-04-29 | Garchik Stephen Jeffrey |
Open-market purchase | 120,482 | $1.25 | $150.6K |
| 2026-04-29 | Garchik Stephen Jeffrey |
Open-market purchase | 120,482 | $1.25 | $150.6K |
| 2026-04-29 | Jisser Ken |
Open-market purchase | 30,120 | $1.25 | $37.6K |
Well-known investors holding AUID (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 11,334 | $12.1K | 0.0% | New position |