Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 19, 2023

authID Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-40747		46-2069547
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

1580 N. Logan St, Suite 660, Unit 51767, Denver, Colorado 80203

(Address of principal executive offices) (zip code)

516-274-8700

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock par value $0.0001 per share		AUID		The Nasdaq Stock Market, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth Company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 1.01 Entry into a Material Definitive Agreement

On June 6, 2023, authID Inc. (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. On October 25, 2023, the Company entered into an amendment to the above services agreement, pursuant to which TPG will provide certain additional services to the Company. On December 19, 2023, the Company entered into a further amendment 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 pay TPG $98,000 per month during the remainder of the initial one-year term.

The foregoing is only a summary of the material terms of the agreement entered with TPG and does not purport to be a complete description of the rights and obligations of the parties thereunder. The summary of the agreement entered with TPG is qualified in its entirety by reference to the form of such agreement, which is filed as an exhibit to this Current Report and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(d) Index of Exhibits

Exhibit Number		Description

10.1♯		Agreement dated December 19, 2023 between The Pipeline Group, Inc. and authID Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

♯	Certain confidential portions of this exhibit were omitted by means of marking such portions with asterisks because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	authID Inc.

Date: December 21, 2023	By:	/s/ Edward Sellitto
	Name:	Edward Sellitto
	Title:	Chief Financial Officer

Exhibit 10.1

Confidential Material Omitted – To be filed separately with the Securities and Exchange Commission upon request. Double asterisks denote omissions.

	ORDER FORM

Ken Jisser, CEO
The Pipeline Group
1625 The Alameda, Suite 402
San Jose, CA 95126
Phone: (408) 348-5069
Email: [**]

Rhon Daguro, CEO
Ed Sellitto, CFO
Graham Arad, General Counsel
AuthID Inc.
1580 N. Logan St, Ste 660, Unit 51767
Denver, Colorado 80203

BANK DETAILS:

Bank of America
6490 Camden Ave, San Jose CA 95120
Phone: (408) 977-4820
Account Name: The Pipeline Group
Account Number: [**]
Routing Number: [**]

TPG Addendum

Addendum to TPG Order Form (June 2023 as amended October 2023)

DocuSign Envelope ID: 178E234E-0EFC-44C7-A643-1A475E8A6B44

Launchpad xDR as a Service		Deliverables

1. Two (2) Full-Time Equivalent Business Development Representatives (xDRs) – xDRs As A Service for outbound calling - [**]		[**]

2. xDR Support (xDR) - xDR Support Rep for Full-Time Equivalent xDR - [**]		[**]

Technology Package

Technology		Deliverables

LaunchQ^TM – [**]		[**]

TPG Task & Activity Outcome Package – [**]		[**]

TPG Exception Reporting – [**]		[**]

TPG Meeting Influence Tracking – [**]		[**]

TPG Account Matcher – [**]		[**]

TPG Predictable Pipeline Reporting – [**]		[**]

TPG Email Engagement – [**]		[**]

Project Assumptions

Assumption		Comments

1. Customer will provide timely access to sales and marketing content and collateral.

2. Automated Dialer licenses are included		List price $[**]/Month

3. Travel expenses are not included		Travel and Expenses will be approved in advance by Customer and added to a separate invoice.

4. The TPG Data & Technology Package is included in the active services agreement.		All data & technology included during the term of this agreement.

5. Custom or Salesforce APEX code development not in scope

6. Anticipated Results (per xDR): [**]		[**]

7. CRM license fees not included		CRM license fees are included when operating in The Pipeline Group Salesforce org.

8. TPG Data Services		Human-verified data [] records per month per xDR. For example, if there are [] xDRs assigned to the customer, the xDR team would receive up to [] records per month. []

Terms

Start Date	End Date	Terms	Price
1/1/2024	6/18/2024	Term: Co-termed with “TPG Order Form (June 2023 as amended October 2023)”.	The Pipeline Group PE Partner Package Main Tasks & Products 1-2

		DocuSign Envelope ID: 178E234E-0EFC-44C7-A643-1A475E8A6B44	Total Price: [**] per Month Co-termed with Original “TPG Order Form (June 2023)”

Payments	Terms
Project Scope: Main Tasks 1-2
Add [] additional xDR as a Service at [].	$	[**]

Monthly payments are due on the 20th business day of every month and The Pipeline Group will invoice 30 days in advance. The terms, pricing, and conditions included herein expire if this proposal is not executed on or before 12/28/2023.

Please make all checks or wire transfers payable to The Pipeline Group, Inc.

Signatories

authID Inc.		The Pipeline Group, Inc.

Signed	/s/ Ed Sellitto	Signed	/s/ Ken Jisser
Name	Ed Sellitto	Name	Ken Jisser
Title	CFO	Title	CEO
Date	12/19/2023	Date	12/19/2023

The information contained in this order form is confidential information.

Exhibit A

Payment Schedule

Subscription Period	January 1, 2024 - June 18, 2024
Term Length		6 (months)
30-Day Set-up & Configuration	$	[**]
Monthly Per xDR Price (List)	$	[**]
Monthly Per xDR Price (Discount)	$	[**]
Monthly Price	$	98,000
Total Price	$	574,000
Deliverables		[**]

[**]111

This Payment Schedule replaces and supersedes the Payment Schedule in the Order Form dated effective as of October 16, 2023

Cover	Dec. 19, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 19, 2023
Entity File Number	001-40747
Entity Registrant Name	authID Inc.
Entity Central Index Key	0001534154
Entity Tax Identification Number	46-2069547
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1580 N. Logan St
Entity Address, Address Line Two	Suite 660
Entity Address, Address Line Three	Unit 51767
Entity Address, City or Town	Denver
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80203
City Area Code	516
Local Phone Number	274-8700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock par value $0.0001 per share
Trading Symbol	AUID
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	true