authID Inc.

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the availability and funding of the backstop commitment, the anticipated interim finance agreement with the Strategic Partner and the Subordination Agreement, the issuance and terms of the Backstop Debenture, the Company’s intended registration of the resale of the underlying shares, and the Company’s liquidity and capital resources. These statements are based on the Company’s current expectations and are subject to risks and uncertainties that could cause actual results to differ materially, including that the Company may not satisfy the conditions to funding, that no transaction with a third-party strategic investor may be consummated, that the backstop commitment may be insufficient to meet the Company’s near-term liquidity needs, that the Company’s ability to issue shares is limited by the Nasdaq limitation described above absent stockholder approval, that the registration statement may not be filed or declared effective within the contemplated timeframes, and the risks described under “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and its subsequent periodic reports filed with the SEC. Except as required by law, the Company undertakes no obligation to update any forward-looking statement.