authID Inc. (NASDAQ: AUID) entered into a definitive Securities Purchase Agreement on October 5, 2026, to raise gross proceeds of approximately $1,350,000 through a private placement. The transaction involves the sale of senior secured convertible debentures and warrants to purchase common stock to four accredited investors.
Under the agreement, the company issued debentures with an aggregate original principal amount of $1,350,000. These debentures are convertible into common stock at a price of $0.386 per share. Additionally, the company issued warrants to purchase up to 1,800,000 shares of common stock at an exercise price of $0.50 per share. The warrants represent coverage equal to 4/3 of the principal amount of the debentures purchased.
The closing of the offering is scheduled for October 6, 2026. The company intends to use the net proceeds for working capital and general corporate purposes. The debentures mature on February 28, 2027, or upon the consummation of a Change of Control Transaction. The company has agreed to use commercially reasonable efforts to obtain stockholder approval for the warrant shares under Nasdaq Listing Rule 5635 prior to the warrants becoming exercisable.
Madison Global Partners, LLC served as the non-exclusive placement agent for the transaction. The company agreed to pay the agent a cash fee equal to 7% of the gross proceeds and issue placement agent warrants with a value equal to 7% of the gross proceeds, exercisable at $0.386 per share.
In connection with the offering, the holders of the company’s April 2026 debentures agreed to extend their maturity date from October 29, 2026, to February 28, 2027. As consideration for the extension, the exercise price for the warrants issued to holders of the April 2026 debentures was reduced from $0.57 per share to $0.50 per share.
