Item 3.02 Unregistered Sales of Equity Securities

On October 30, 2020, Ipsidy Inc. (the “Company”) entered into Securities Purchase Agreements with several accredited investors (the “October 2020 Accredited Investors”) pursuant to which the October 2020 Accredited Investors agreed to purchase an aggregate of 49,435,000 shares of the Company’s common stock together Warrants to acquire 24,717,500 shares of common stock for a term of five years at an exercise price of $0.15 per share for an aggregate purchase price of approximately $4.94 million. In connection with this private offering, the Company paid a registered broker-dealer, a cash fee of approximately $346,000 and issued the broker-dealer a common stock purchase warrant to acquire approximately 2,966,100 shares of common stock of the Company exercisable for a term of five years at an exercise price of $0.15 per share.

The offers, sales and issuances of the securities listed above were made to accredited investors and the Company relied upon the exemptions contained in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and/or Rule 506 of Regulation D promulgated there under with regard to those sales. No advertising or general solicitation was employed in offering the securities. The offers and sales were made to a limited number of persons, each of whom was an accredited investor and transfer of the common stock issued was restricted by the Company in accordance with the requirements of the Securities Act.

The foregoing information is a summary of each of the agreements involved in the transactions described above, is not complete, and is qualified in its entirety by reference to the full text of those agreements, each of which is attached an exhibit to this Current Report on Form 8-K.  Readers should review those agreements for a complete understanding of the terms and conditions associated with this transaction.