https://www.sec.gov/Archives/edgar/data/1534154/000121390026078329/ea0297999-s1_authid.htm
This prospectus relates to the offer and resale, from time to time, by the selling stockholders named in this prospectus (the "Selling Stockholders") of up to 4,637,852 shares of common stock, par value $0.0001 per share (the "Common Stock"), of authID Inc. ("authID," the "Company," "we," "our" or "us"), consisting of (i) up to 4,065,000 shares of Common Stock issuable upon the exercise of stock purchase warrants (the "April 2026 Warrants") and (ii) up to 572,852 shares of Common Stock issued or issuable as fee shares (the "Fee Shares"), in each case issued or issuable to the Selling Stockholders in connection with the private placement that closed on April 29, 2026 described under "Prospectus Summary — The April 2026 Private Placement." We refer to the shares of Common Stock issuable upon exercise of the April 2026 Warrants as the "Warrant Shares," and to the Warrant Shares together with the Fee Shares as the "Registrable Securities."
The Registrable Securities were issued, or are issuable, pursuant to a Securities Purchase Agreement dated as of April 29, 2026 (the "April 2026 Purchase Agreement") and the related transaction documents, in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506(b) of Regulation D promulgated thereunder. We are registering the resale of the Registrable Securities to satisfy registration rights we granted to the Selling Stockholders. See "Prospectus Summary — The April 2026 Private Placement" and "Selling Stockholders."
We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of the Registrable Securities by the Selling Stockholders. We will, however, receive the proceeds of any cash exercise of the April 2026 Warrants. See "Use of Proceeds."
The Selling Stockholders may sell or otherwise dispose of the Registrable Securities described in this prospectus in a number of different ways and at varying prices, including at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. The Selling Stockholders may sell the Registrable Securities through ordinary brokerage transactions, directly to market makers of our shares, or through any other means described in the section entitled "Plan of Distribution." We will bear all fees and expenses incident to our obligation to register the Registrable Securities. The Selling Stockholders will bear all commissions and discounts, if any, attributable to their respective sales of the Registrable Securities.
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