authID Inc. secured a backstop commitment of up to $500,000, with $300,000 funded, while resetting Debenture conversion to $0.38 and existing Warrant exercise prices to $0.57. The agreement gives investors defined financing terms, but future funding and share issuance remain subject to conditions, strategic-partner activity and Nasdaq’s 19.99% limitation.

Key Highlights

  • Commitment parties received 750,000 warrants with an exercise price of $0.57 per share.
  • AuthID fixed the conversion price for outstanding senior secured debentures at $0.38.
  • Existing warrant exercise prices fell from $1.50 per share to $0.57 per share.

AuthID Inc. (NASDAQ: AUID) entered a backstop arrangement allowing commitment parties to provide up to $500,000 if a strategic-investor funding transaction occurs, or $300,000 if one does not occur before the next Payroll cycle. The agreement grants commitment parties an aggregate 750,000 warrants in proportion to their respective commitments, with each warrant exercisable at $0.57 per share. The conversion price for all senior secured debentures outstanding on September 9, 2026, was fixed at $0.38, although director-held debentures require prior stockholder approval for conversion. Existing warrants were repriced to $0.57 per share from $1.50 per share, subject to a similar director-held warrant exception. If funding occurs in whole or in part, authID will issue a senior secured debenture equal to the amount funded, exchangeable into common stock at $0.38.

Strategic-Partner Subordination and Nasdaq Limit

The backstop debenture would share collateral, interest, maturity, covenants and default provisions with the existing senior secured debentures, subject to that subordination agreement. AuthID agreed to register the resale of shares underlying the backstop debenture and related warrants. Securities issuable under the debentures, existing warrants, backstop debenture and commitment fee warrants cannot exceed 19.99% of the relevant outstanding common stock without stockholder approval under Nasdaq rules.