authID Inc. has entered into a Backstop Commitment Agreement with holders of its senior secured debentures, dated September 9, 2026. The agreement provides the company with a conditional funding commitment of up to $500,000.
The backstop amount is contingent on the company's financing activities. If no funding transaction with a third-party strategic investor occurs prior to the next payroll cycle, the commitment is capped at $300,000. If a funding transaction with a strategic investor is completed, the commitment increases to $500,000. Of this total, $300,000 may be drawn at any time, while the remaining $200,000 becomes available once 50% of the proceeds from the strategic investor agreement have been utilized.
On September 11, 2026, the company funded $300,000 under this agreement. As consideration for the commitment, authID issued an aggregate of 750,000 warrants to the holders, with an exercise price of $0.57 per share and a five-year term.
The agreement also includes adjustments to the company's existing securities. The conversion price for the Senior Secured Debentures issued in April 2026 was fixed at $0.38. Additionally, the exercise price for the Existing Warrants was reduced from $1.50 to $0.57 per share.
Should the full backstop amount be funded, the company will issue a senior secured debenture to the holders in the amount funded. The company also agreed to file a registration statement with the SEC within 30 days to cover the resale of shares underlying the new debenture and warrants.
