SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-40747

authID Inc.

(Exact name of registrant as specified in its charter)

Delaware

46-2069547

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer
Identification No.)

1580 North Logan Street, Suite 660, Unit 51767,

Denver, CO 80203

(Address of principal executive offices) (zip code)

516-274-8700

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files.

☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.

Class		Outstanding at November 11, 2025
Common Stock, par value $0.0001		13,443,740 shares

TABLE OF CONTENTS

		Page No.
PART I – FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)		1

Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024		1

Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024		2

Condensed Consolidated Statements of Comprehensive Loss for the Three and Nine Months Ended September 30, 2025 and 2024		3

Condensed Consolidated Statements of Stockholders’ Equity for the Three and Nine Months Ended September 30, 2025 and 2024		4

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024		5

Notes to Unaudited Condensed Consolidated Financial Statements		6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		15

Item 3. Quantitative and Qualitative Disclosures About Market Risk		20

Item 4. Controls and Procedures		20

PART II – OTHER INFORMATION

Item 1. Legal Proceedings		21

Item 1A. Risk Factors		21

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		21

Item 3. Defaults Upon Senior Securities		21

Item 4. Mine Safety Disclosures		21

Item 5. Other Information		21

Item 6. Exhibits		22

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This report includes forward-looking statements that relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Words such as, but not limited to, “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “targets,” “likely,” “aim,” “will,” “would,” “could,” and similar expressions or phrases identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and future events and financial trends that we believe may affect our financial condition, results of operation, business strategy and financial needs.

You should read thoroughly this report and the documents that we refer to herein with the understanding that our actual future results may be materially different from and/or worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements including those made in this report, in Part I. Item 1A. Risk Factors also appear in our Annual Report on Form 10-K for the year ended December 31, 2024 and our other filings with the Securities and Exchange Commission. Some examples of risk factors which may affect our business are as follows:

	●	our lack of significant revenues, positive cash flow and history of losses,

	●	market acceptance of our products and competition;

	●	our ability to attract and retain customers for existing and new products;

●

our ability to effectively maintain and update our technology and product and service portfolio;

●

our reliance on third party software and developers;

●

breaches of network or IT security and presentation attacks;

	●	our ability to hire and retain key personnel and additional talent;

	●	our ability to raise capital under acceptable terms;

	●	our ability to maintain listing of our common stock on the Nasdaq Capital Market;

	●	our ability to adequately protect our intellectual property, or the loss of some of our intellectual property rights through costly litigation or administrative proceedings;

	●	our ability to operate in non-US markets;

	●	the impact of the wars in Ukraine and the Middle East;

	●	stock price and market volatility and the risk of securities litigation;

	●	legislation and government regulation; and

	●	general economic conditions, inflation and access to capital.

Other sections of this report include additional factors which could adversely impact our business and financial performance. New risk factors emerge from time to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. These forward-looking statements speak only as of the date of this report, and you should not rely on these statements without also considering the risks and uncertainties associated with these statements and our business.

OTHER PERTINENT INFORMATION

Unless specifically set forth to the contrary, when used in this report the terms “authID” the “Company,” “we,” “our,” “us,” and similar terms refer to authID Inc., a Delaware corporation and its subsidiaries.

The information which appears on our website www.authID.ai is not part of this report.

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

authID INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30,			December 31,
	2025			2024
	(unaudited)
ASSETS
Current Assets:
Cash	$	4,899,658		$	8,471,561
Accounts receivable, net of allowance for credit losses of $49,000 and $0 respectively		191,338			97,897
Contract assets, net of allowance for credit losses of $0 and $0 respectively		101,349			426,859
Deferred contract costs		230,544			617,918
Other current assets, net		984,352			460,192
Total current assets		6,407,241			10,074,427

Intangible Assets, net		138,943			213,718
Goodwill		4,183,232			4,183,232
Total assets	$	10,729,416		$	14,471,377

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable and accrued expenses	$	1,275,346		$	1,715,410
Commission liability		9,084			459,657
Severance liability		-			325,000
Convertible debt, net		-			240,884
Deferred revenue		531,580			215,237
Total current liabilities		1,816,010			2,956,188

Total liabilities	$	1,816,010		$	2,956,188

Commitments and Contingencies (Note 8)

Stockholders’ Equity:
Common stock, $0.0001 par value, 150,000,000 shares authorized as of September 30, 2025 and December 31, 2024; 13,443,740 and 10,920,909 shares issued and outstanding as of September 30, 2025 and December 31, 2024		1,344			1,092
Additional paid-in capital		196,608,105			185,312,508
Accumulated deficit		(187,706,096	)		(173,808,529	)
Accumulated comprehensive income		10,053			10,118
Total stockholders’ equity		8,913,406			11,515,189
Total liabilities and stockholders’ equity	$	10,729,416		$	14,471,377

See notes to condensed consolidated financial statements.

authID INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2025			2024			2025			2024

Revenues	$	596,337		$	248,920		$	2,337,192		$	686,736
Discounts and concessions		(702,483	)		-			(702,483	)		-
Revenues, net		(106,146	)		248,920			1,634,709			686,736

Operating Expenses:
General and administrative		3,325,452			2,102,549			9,878,085			6,334,070
Research and development		1,785,387			1,615,970			5,762,921			4,213,041
Depreciation and amortization		16,034			43,798			76,475			131,210
Total operating expenses		5,126,873			3,762,317			15,717,481			10,678,321

Loss from continuing operations		(5,233,019	)		(3,513,397	)		(14,082,772	)		(9,991,585	)

Other Income (Expense):
Interest income		61,657			161,308			200,047			344,185
Interest expense, net		(1,959	)		(12,712	)		(14,842	)		(36,219	)
Other income (expense), net		59,698			148,596			185,205			307,966

Loss from continuing operations before income taxes		(5,173,321	)		(3,364,801	)		(13,897,567	)		(9,683,619	)
Income tax expense		-			-			-			-
Net loss	$	(5,173,321	)	$	(3,364,801	)	$	(13,897,567	)	$	(9,683,619	)

Net Loss Per Share - Basic and Diluted	$	(0.38	)	$	(0.31	)	$	(1.11	)	$	(0.97	)

Weighted Average Shares Outstanding - Basic and Diluted:		13,443,740			10,920,872			12,538,275			9,961,110

See notes to condensed consolidated financial statements.

authID INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2025			2024			2025			2024

Net Loss	$	(5,173,321	)	$	(3,364,801	)	$	(13,897,567	)	$	(9,683,619	)
Foreign currency translation gain/(loss)		21			967			(65	)		(5,549	)
Comprehensive loss	$	(5,173,300	)	$	(3,363,834	)	$	(13,897,632	)	$	(9,689,168	)

See notes to condensed consolidated financial statements.

authID INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)

	Common Stock				Additional Paid-In			Accumulated			Other Comprehensive
	Shares		Amount		Capital			Deficit			Income			Total
Balances, June 30, 2025		13,443,740	$	1,344	$	195,515,123		$	(182,532,775	)	$	10,032		$	12,993,724
Stock-based compensation		-		-		827,315			-			-			827,315
Restricted Stock Award Vesting		-		-		265,667			-			-			265,667
Net Loss		-		-		-			(5,173,321	)		-			(5,173,321	)
Foreign currency translation		-		-		-			-			21			21
Balances, September 30, 2025		13,443,740	$	1,344	$	196,608,105			(187,706,096	)	$	10,053		$	8,913,406

Balances, June 30, 2024		10,920,851	$	1,092	$	184,164,638		$	(165,849,353	)	$	6,108		$	18,322,485
Stock-based compensation		-		-		595,536			-			-			595,536
Reclass of offering costs		-		-		40,000			-			-			40,000
Cashless stock option exercise		58		-		-			-			-			-
Net Loss		-		-		-			(3,364,801	)		-			(3,364,801	)
Foreign currency translation		-		-		-			-			967			967
Balances, September 30, 2024		10,920,909	$	1,092	$	184,800,174		$	(169,214,154	)	$	7,075		$	15,594,187

Balances, December 31, 2024		10,920,909	$	1,092	$	185,312,508		$	(173,808,529	)	$	10,118		$	11,515,189
Stock-based compensation		-		-		1,828,522			-			-			1,828,522
Sale of common stock for cash, net of offering costs		2,184,180		218		8,464,109			-			-			8,464,327
Issuance of Common Stock for severance		27,838		3		205,997			-			-			206,000
Restricted Stock Award Issuance		200,000		20		-			-			-			20
Restricted Stock Award Vesting		-		-		796,980			-			-			796,980
Cashless warrants exercise		110,813		11		(11	)		-			-			-
Net Loss		-		-		-			(13,897,567	)		-			(13,897,567	)
Foreign currency translation		-		-		-			-			(65	)		(65	)
Balances, September 30, 2025		13,443,740	$	1,344	$	196,608,105		$	(187,706,096	)	$	10,053		$	8,913,406

Balances, December 31, 2023		9,450,220	$	945	$	172,714,712		$	(159,530,535	)	$	12,624		$	13,197,746
Stock-based compensation		-		-		2,044,210			-			-			2,044,210
Sale of common stock for cash, net of offering costs		1,464,965		146		10,041,253			-			-			10,041,399
Cashless stock options exercise		5,724		1		(1	)		-			-			-
Net Loss		-		-		-			(9,683,619	)		-			(9,683,619	)
Foreign currency translation		-		-		-			-			(5,549	)		(5,549	)
Balances, September 30, 2024		10,920,909	$	1,092	$	184,800,174		$	(169,214,154	)	$	7,075		$	15,594,187

See notes to condensed consolidated financial statements.

authID INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine Months Ended
	September 30,
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(13,897,567	)	$	(9,683,619	)
Adjustments to reconcile net loss with cash flows from operations:
Stock-based compensation		2,625,522			2,044,210
Non-cash severance expense		206,000			-
Depreciation and amortization expense		76,475			131,210
Provision for expected credit losses		795,900			-
Credit losses write-off		(896,620	)		-
Amortization of debt discounts and issuance costs		4,116			12,345
Changes in operating assets and liabilities:
Accounts receivable		7,279			(132,329	)
Contract assets		325,510			(201,610	)
Deferred contract costs		387,374			55,133
Other current assets		(524,160	)		(351,312	)
Accounts payable and accrued expenses		(765,064	)		(424,961	)
Commissions liability		(450,573	)		(124,150	)
Deferred revenue		316,343			197,715
Net cash flows from operating activities		(11,789,465	)		(8,477,368	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of intangible assets		(1,700	)		(17,582	)
Net cash flows from investing activities		(1,700	)		(17,582	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock, net of offering costs		8,464,327			10,041,399
Repayment of convertible notes		(245,000	)		-
Net cash flows from financing activities		8,219,327			10,041,399

Effect of Foreign Currencies		(65	)		(5,156	)

Net Change in Cash		(3,571,903	)		1,541,293
Cash, Beginning of the Period		8,471,561			10,177,099
Cash, End of the Period	$	4,899,658		$	11,718,392

Supplemental Disclosure of Cash Flow Information
Cash paid for interest	$	10,370		$	23,873
Warrants issued as offering costs	$	864,165			877,392
Cashless option and warrant exercises	$	438,000		$	79,556

See notes to condensed consolidated financial statements.

authID INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – BASIS OF PRESENTATION

In the opinion of Management, the accompanying condensed consolidated financial statements are prepared in accordance with instructions for Form 10-Q, include all adjustments (consisting only of normal recurring accruals) which we considered as necessary for a fair presentation of the results for the periods presented. Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed consolidated financial statements be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. The results of operations for the nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for future periods or the full year.

The consolidated financial statements include the accounts of authID Inc. and its wholly-owned subsidiaries MultiPay S.A.S. (dissolved as of August 2, 2024), ID Solutions, Inc., FIN Holdings Inc., Ipsidy Enterprises Limited, and authID Gaming Inc. (collectively the “Company”). All significant intercompany balances and transactions have been eliminated in consolidation.

Going Concern

As of September 30, 2025, the Company had an accumulated deficit of approximately $187.7 million. For the nine months ended September 30, 2025, the Company earned net revenue of approximately $1.6 million, used approximately $11.8 million to fund its operations, and incurred a net loss of approximately $13.9 million.

The continuation of the Company as a going concern is dependent upon financial support from the Company’s stockholders, the ability of the Company to obtain additional debt or equity financing to continue operations, the Company’s ability to generate sufficient cash flows from operations, successfully locating and negotiating with other business entities for potential acquisition and acquiring new clients to generate revenues and cash flows. In April and May 2025, the Company raised a total of approximately $8.5 million after expenses from existing and new stockholders through the sale of Common Stock pursuant to registered direct offerings. Going forward, the Company plans to raise additional funds to support its operations and investments as it seeks to create a sustainable organization. Our growth-oriented business plan to offer products to our customers will require continued capital investment and there is no guarantee that such financing will be available, or available on acceptable terms.

There is no assurance that the Company will ever be profitable. These condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. As there can be no assurance that the Company will be able to achieve positive cash flows (become cash flow positive) and raise sufficient capital to maintain operations, there is substantial doubt about the Company’s ability to continue as a going concern.

Net Loss per Common Share

The Company computes net loss per share in accordance with FASB ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the statement of operations. Basic EPS is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and convertible notes and stock warrants, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options, warrants and conversion of convertible notes. Diluted EPS excludes all potential dilutive common shares if their effect is anti-dilutive. The following potentially dilutive securities were excluded from the calculation of diluted loss per share for the three and nine months ended September 30, 2025 and 2024 because their effect was antidilutive:

Security	2025		2024

Convertible notes payable		-		8,277
Warrants		719,965		697,446
Stock options		2,463,480		1,991,048
		3,183,445		2,696,771

Revenue Recognition

Revenues, net is defined as gross revenues, less discounts and sales concessions.

Software License – The Company recognizes revenue based on the identified performance obligations over the performance period for fixed consideration and / or variable fees generated. Variable fees are typically earned over time based on monthly users, transaction volumes or a monthly flat fee rate. We allocate the selling price in a contract which has multiple performance obligations based on the contract selling price that we believe represents a fair market price for the service rendered based on estimated standalone selling price. Transaction fees are billed monthly and are constrained to transactions incurred within the month.

For contracts with minimum annual fees, the Company generally recognizes the amount of revenue ratably over the contract year and records contract assets for the amount in excess of monthly contract billings relating to variable contract consideration. For certain contracts, the Company enters into an agreement which stipulates a minimum annual fee which is generally due at the end of the contract year, in excess of the amount of monthly billings. The Company may also require milestone payments of the minimum annual fee. The amount of any billed fees in excess of revenue recognized is recorded as deferred revenue. The Company accounts for price concessions as reductions to the transaction price under ASC 606. Price concessions represent implied or estimated future reductions in consideration that the Company expects to grant, based on known facts and circumstances, including customer usage patterns and strategic considerations. These concessions are treated as variable consideration and are included in the transaction price only to the extent that it is probable that a significant reversal of cumulative revenue will not occur when the uncertainty is resolved. During the three and nine months ended September 30, 2025, the Company granted approximately $0.7 million and $0.7 million in concessions, respectively.

Any usage-based fees in excess of the minimum contract amount are charged to the customer and allocated to the annual period in which they are earned under the contract. At the beginning of each annual period in the contract, the Company estimates the variable amounts for the annual period subject to the constrained variable consideration (usage-based fees) and recognizes that amount on a time-elapsed basis over the annual period. At each reporting date within an annual period, the Company reassesses its estimate of the excess variable amounts for the annual period and updates the amount recognized on a time-elapsed basis over the remainder of the annual period.

The Company had deferred revenue contract liabilities of approximately $0.01 million and $0.46 million as of September 30, 2025 and December 31, 2024, respectively, for certain revenue that will be earned in future periods.

Remaining Performance Obligations

As of September 30, 2025, the Company’s Remaining Performance Obligation (RPO) was $3.6 million, of which $0.5 million is held as deferred revenue and $3.1 million is related to other non-cancellable contracted amounts. This reflects a reduction in RPO of approximately $8.1 million from a customer contract under which partial payment was made during the three months ended September 30, 2025 but the customer requested amended terms before making further payments. The Company believes it is in its best interest to renegotiate terms with this customer, with whom we are continuing to work, and the parties are in discussions on renegotiating the contract. The Company expects approximately 48% of the RPO to be recognized as revenue over the next twelve months ending September 30, 2026 based on contractual commitments and expected usage patterns. However, the amount and timing of revenue recognition are generally dependent upon customers’ future consumption, which is inherently variable at customers’ discretion. Furthermore, the Company does not have sufficient historical information to estimate the timing of recognition of revenue due to its current operations and has approximated such amount based on discussions with the contracted parties.

Accounts Receivable and Contract Assets

All customers are granted credit on a short-term basis. Accounts receivable, net is stated net of the allowance for credit losses.

The Company maintains an allowance for its doubtful accounts receivable for estimated credit losses. This allowance is based upon historical loss patterns, the number of days that billings are past due, and evaluation of the potential risk of loss associated with delinquent accounts, current market conditions and reasonable and supportable forecasts of future billable product usage compared with contracted minimums. The Company records the allowance against bad debt expense through the condensed consolidated statement of operations, included in general and administrative expense, up to the amount of revenue recognized to date. Any incremental allowance is recorded as an offset to unearned revenue on the condensed consolidated balance sheet. Receivables are written off and charged against recorded allowance when the Company has exhausted collection efforts without success.

The Company evaluates its accounts receivable and contract assets balances using the Current Expected Credit Loss (“CECL”) model in accordance with ASC 326. The Company routinely reviews its accounts receivables and contract assets and uses a risk-based probability-weighted approach to record provisions. However, those provisions are estimates and actual results could differ from those estimates, and those differences may be material.

Changes in the allowance for credit losses are as follows:

	September 30, 2025

Balance at December 31, 2024		149,720
Provision for expected credit loss		795,900
Credit loss write-offs		(896,620	)
Balance at September 30, 2025	$	49,000

Concentration of Risks

The Company’s financial instruments that are exposed to concentration of credit risks consist primarily of cash and accounts receivable. The Company’s cash at times may exceed the Federal Depository Insurance coverage of $250,000.

As of September 30, 2025, two customers accounted for 75% of the Company’s gross accounts receivable. As of December 31, 2024, three customers accounted for 49% of the Company’s accounts receivable.

The Company’s revenue is also exposed to concentration risk:

For the nine months ended September 30, 2025, one customer represented 48% of gross revenue.

For the three months ended September 30, 2025, two customers represented 47% of gross revenue.

For the nine months ended September 30, 2024, two customers represented 64% of gross revenue.

For the three months ended September 30, 2024, two customers represented 74% of gross revenue.

As of September 30, 2025, three customers accounted for 85% of the Company’s Remaining Performance Obligation.

As of December 31, 2024, one customer accounted for 70% of the Company’s Remaining Performance Obligation.

Deferred Contract Costs

We defer the portion of sales commission that is considered a cost of obtaining a new contract with a customer and amortize these deferred costs over the period of benefit. We expense the remaining sales commissions as incurred. Reversals recorded in the nine months ended September 30, 2025 reflect commission claw-backs for certain bookings that were adjusted in the quarter, per our corporate policy. The following table summarizes deferred contract cost activity for the nine months ended September 30, 2025:

	Deferred
	Contract Costs

Carrying Value at December 31, 2024	$	617,918
Additions		125,540
Reductions		(455,072	)
Amortization		(57,842	)
Carrying Value at September 30, 2025	$	230,544

NOTE 2 – OTHER CURRENT ASSETS

Other current assets consisted of the following at September 30, 2025 and December 31, 2024:

	September 30,		December 31,
	2025		2024

Prepaid third-party and related party services	$	263,739	$	141,002
Prepaid insurance		369,221		319,190
Recoverable incentive compensation		230,000		-
Commissions advances		121,392		-
	$	984,352	$	460,192

Recoverable incentive compensation relates to recovery of approximately $230,000 in incentive payments made in prior periods that have subsequently been reduced based on adjustments to internal performance metrics. The recovery is expected to be made by December 2025 and the receivable is recorded as an asset .

NOTE 3 – INTANGIBLE ASSETS, NET (OTHER THAN GOODWILL)

The Company’s intangible assets primarily consist of acquired and developed software that is being amortized over their estimated useful lives as indicated below. The following is a summary of activity related to intangible assets for the nine months ended September 30, 2025:

	Acquired and
	Developed
	Software			Patents			Total

Useful Lives		5 Years			10 Years

Carrying Value at December 31, 2024	$	99,819		$	113,899		$	213,718
Additions		-			1,700			1,700
Amortization		(62,713	)		(13,762	)		(76,475	)
Carrying Value at September 30, 2025	$	37,106		$	101,837		$	138,943

The following is a summary of intangible assets as of September 30, 2025:

	Acquired and
	Developed
	Software			Patents			Total
Cost	$	1,782,872		$	185,596		$	1,968,468
Accumulated amortization		(1,745,766	)		(83,759	)		(1,829,525	)
Carrying Value at September 30, 2025	$	37,106		$	101,837		$	138,943

Amortization expense totaled approximately $76,000 and $131,000 for the nine months ended September 30, 2025, and 2024, respectively.

Future expected amortization of intangible assets is as follows:

2025 (Remainder of the Year)	$	10,824
2026		37,226
2027		30,442
2028		18,389
2029		18,389
Thereafter		23,673
	$	138,943

There were no impairment indicators noted with respect to Company’s long-lived assets, including intangible assets, as of September 30, 2025.

NOTE 4 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consisted of the following as of September 30, 2025 and December 31, 2024:

	September 30,		December 31,
	2025		2024

Trade payables	$	452,809	$	317,030
Accrued payroll and related obligations		468,510		984,536
Other accrued expenses		354,027		413,844
	$	1,275,346	$	1,715,410

NOTE 5 – CONVERTIBLE NOTES PAYABLE

On March 21, 2022, the Company entered into a Securities Purchase Agreement (“SPA”) with certain accredited investors, which included certain Company directors or their affiliates (the “Note Investors”). Under the SPA, the Company issued Senior Secured Convertible Notes (the “Convertible Notes”) to the Note Investors, with a total initial principal amount of approximately $9.2 million and a conversion price of $3.70 per share.

The Convertible Notes carried an aggregate cash origination fee of approximately $200,000, and the Company also issued approximately 3,562 shares of common stock to the Note Investors as an additional origination fee. These Convertible Notes matured on March 31, 2025 and accrued interest at an annual rate of 9.75%, was payable on a quarterly basis.

The following is a summary of convertible notes outstanding as of December 31, 2024:

	December 31,
	2024

9.75% convertible notes due March 31, 2025	$	245,000
Less
Unamortized debt discount expense		(652	)
Unamortized debt issuance expense		(3,464	)
	$	240,884

The Company paid the outstanding Convertible Notes and accrued interest in full on March 31, 2025.

NOTE 6 – RELATED PARTY TRANSACTIONS

Commercial Agreements

On June 6, 2023, 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, and Kunal Mehta, a director of the Company subsequently became an officer 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, on December 19, 2023 and on August 26, 2024, the Company entered into amendments to the above services agreement, pursuant to which TPG will provide certain additional services to the Company. In consideration of the services, the Company paid TPG $70,000 per month. As of September 30, 2025, the Company held a balance of approximately $70,000 in prepaid expenses related to this service agreement. On September 26, 2025, the Company signed another amendment with TPG to reduce the monthly fees to $42,000. The amendment is effective October 1, 2025. Total expense incurred under this contract during the three and nine months ended September 30, 2025 was approximately $210,000 and $630,000, respectively. Total expense incurred under this contract during the three and nine months ended September 30, 2024 was approximately $210,000 and $752,000, respectively.

On September 30, 2025, the Company entered into a services agreement with TPG. The agreement provides that the Company will provide biometric authentication services to TPG for an initial term of two years, with an annual license fee of $2,500 and monthly minimum fees ramping to $1,000 per month.

Employment Agreement

Since June 2023, the Company has employed Dale Daguro, the brother of our CEO, Rhon Daguro as a VP Sales. Dale Daguro’s employment is at will and may be terminated at any time, with or without cause. Dale’s compensation is commensurate with other executives employed by the Company at a similar level of seniority and experience. During the three and nine months ended September 30, 2025, Dale Daguro earned approximately $77,000 and $227,000 in base salary and sales commission.

NOTE 7 – STOCKHOLDERS’ EQUITY

Common Stock

During the nine months ended September 30, 2025, shares of common stock were issued to recipients as a result of the following transactions:

●

On April 1, 2025, pursuant to Securities Purchase Agreements in a registered direct offering, the Company issued 1,811,120 shares of common stock and pre-funded warrants for cash gross proceeds of approximately $8.2 million (or approximately $6.8 million, net of offering costs).

●

On April 16, 2025, the Company issued 200,000 shares of common stock under restricted stock awards (“RSAs”) to non-employee advisors pursuant to advisory agreements.

●

On May 7, 2025, pursuant to Securities Purchase Agreements in a registered direct offering, the Company issued 373,060 shares of common stock and pre-funded warrants for cash gross proceeds of approximately $2.1 million (or approximately $1.6 million, net of offering costs).

●

The Company issued 27,838 shares in lieu of a cash severance payment at a price of $7.40 per share for a total value of $206,000.

●

The Company issued 110,813 shares of common stock, upon the cashless exercise of warrants.

During the nine months ended September 30, 2024, shares of common stock were issued as a result of the following transactions:

●

On June 27, 2024, pursuant to Securities Purchase Agreements in a registered direct offering, the Company issued 1,464,965 shares of common stock for cash gross proceeds of approximately $11.0 million (or approximately $10.0 million, net of offering costs).

●

During the nine months ended September 30, 2024 the Company issued 5,724 shares of common stock, upon the cashless exercise of stock options.

Warrants

During the nine months ended September 30, 2025, warrants were issued as a result of the following transactions:

●

On April 1, 2025, in connection with their placement agent services, the Company issued 91,556 common stock warrants to Dominari Securities, LLC, with a term of 5 years and an exercise price of $4.50 per share

●

On April 1, 2025, in connection with their placement agent services, the Company issued 80,999 common stock warrants to Madison Global Partners, LLC, with a term of 5 years and an exercise price of $4.50 per share

●

On May 7, 2025, in connection with their placement agent services, the Company issued 22,702 common stock warrants to Dominari Securities, LLC, with a term of 5 years and an exercise price of $5.60 per share

●

On May 7, 2025, in connection with their placement agent services, the Company issued 14,762 common stock warrants to Madison Global Partners, LLC, with a term of 5 years and an exercise price of $5.60 per share

On April 22, 2025, Madison III, LLC exercised 187,500 warrants in a cashless exercise. The warrants were previously expensed at their fair value of $438,000.

On June 27, 2024, in connection with their placement agent services, the Company issued 102,547 common stock warrants to Madison Global Partners, LLC, with a term of 5 years and an exercise price of $7.50 per share.

The following is a summary of the Company’s warrant activity for the nine months ended September 30, 2025:

				Weighted		Weighted
				Average		Average
	Number of			Exercise		Remaining
	Warrants			Price		Life
Outstanding, December 31, 2024		697,446		$	11.20		3.2 Years
Granted		210,019		$	4.70		4.5 Years
Exercised/Cancelled		(187,500	)	$	3.16		-
Outstanding, September 30, 2025		719,965		$	11.40		3.0 Years

Restricted Stock Awards

On April 16, 2025, the Company granted 200,000 restricted stock awards (RSAs) at par value to non-employee advisors under advisory agreements. The awards were issued on the grant date and vest in four equal tranches of 50,000 shares each: (i) immediately upon execution of the advisory agreements on March 30, 2025, (ii) six months later, (iii) twelve months later, and (iv) eighteen months later. The Company has the option to repurchase all or a portion of unvested shares in the event that the advisors voluntarily cease to serve as an advisor of the Company. The fair value per share on the grant date was $7.97, resulting in a total grant-date fair value of $1,594,000. As of September 30, 2025, $797,000 of fair value was recognized as expense, with $797,000 of unrecognized compensation expense to be recognized through October 2026.

The following is a summary of the Company’s RSA activity for the nine months ended September 30, 2025:

	Number of Restricted Stock Awards			Weighted Average Grant Date Fair Value Price
Outstanding, December 31, 2024		-		$	-
Granted		200,000		$	7.97
Vested		(100,000	)	$	7.97
Outstanding, September 30, 2025		200,000		$	7.97

Stock Options

During the nine months ended September 30, 2025,

●

The Company granted directors a total of 357,361 options at an exercise price of $3.90 per share.

●

The Company also granted a total of 416,600 options to certain new and existing employees at exercise prices ranging from $5.35 to $5.89 per share.

●

During the nine months ended September 30, 2025, the Company granted a former employee 5,205 options at an exercise price of $7.40 in lieu of cash severance payment.

The Company determined the grant date fair value of options granted for the nine months ended September 30, 2025, using the Black Scholes Method, as applicable, with the following assumptions:

Expected volatility		110 – 123%
Expected term		2.5 – 5 years
Risk free rate		3.65% – 4.59%
Dividend rate		0.00%

Activity related to stock options for the nine months ended September 30, 2025, is summarized as follows:

	Number of Shares			Weighted Average Exercise Price		Weighted Average Contractual Term (Yrs.)		Aggregate Intrinsic Value

Outstanding at December 31, 2024		2,147,402		$	20.89		6.3	$	1,146,540
Granted		779,166		$	5.41		10.0	$	-
Exercised		-		$	-		-	$	-
Forfeited/cancelled		(463,088	)	$	42.68		2.3	$	-
Outstanding as of September 30, 2025		2,463,480		$	18.25		1.9	$	3,375
Exercisable as of September 30, 2025		939,183		$	16.47		6.2	$	1,344

The following table summarizes stock option information as of September 30, 2025:

			Weighted
			Average
			Contractual
Exercise Price	Outstanding		Term (Yrs.)		Exercisable
$2.64 – $5.00		701,736		8.7		293,389
$5.01 – $10.00		1,332,790		8.6		301,006
$10.01 – $15.00		42,578		1.1		42,578
$15.01 – $20.00		43,749		1.9		43,750
$20.01 – $121.28		342,627		4.1		258,460
		2,463,480		7.8		939,183

As of September 30, 2025, there was approximately $3.6 million of unrecognized compensation costs related to stock options outstanding that will be expensed through 2027.

On May 24, 2024, the Board of Directors adopted the 2024 Equity Incentive Plan (the “2024 Plan”). On June 26, 2024, the stockholders approved and ratified the 2024 Plan and the allocation of 395,000 shares of Common Stock to the 2024 Plan, in addition to the remaining shares not allocated to awards under the 2021 Equity Incentive Plan and any shares, which become available as a result of the forfeiture, or cancellation of any previous awards. On June 26, 2025, the stockholders approved and ratified an increase of 295,000 shares allocated to the 2024 Incentive Plan. As of September 30, 2025, there were 115,716 shares allocated to and available for issuance of awards under the 2024 Plan.

NOTE 8 – COMMITMENTS AND CONTINGENCIES

Legal Matters

From time to time the Company is a party to various legal or administrative proceedings arising in the ordinary course of our business. While any litigation contains an element of uncertainty, we have no reason to believe that the outcome of such proceedings will have a material adverse effect on the financial condition or results of operations of the Company.

NOTE 9 – SEGMENT INFORMATION

Operating segments are defined as components of an enterprise for which separate financial information is available and which is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer. The CODM is the highest level of management responsible for assessing the Company’s overall performance, and making operational decisions such as resource allocations related to operations, product prioritization and delegations of authority. The CODM has determined that the Company operates in a single operating and reportable segment and manages segment profit (loss) based upon consolidated net income (loss). The measure of segment assets is reported on the consolidated balance sheet as total consolidated assets.

NOTE 10 – SUBSEQUENT EVENTS

None.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The discussion and analysis of our financial condition and results of operations are based on our financial statements, which we have prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported revenues and expenses during the reporting periods. On an ongoing basis, we evaluate estimates and judgments, including those described in greater detail below. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

As used in this “Management’s Discussion and Analysis of Financial Condition and Results of Operation,” except where the context otherwise requires, the term “we,” “us,” “our,” “authID” or “the Company,” refers to the business of authID Inc. and its subsidiaries.

Overview

authID ensures enterprises “Know Who’s Behind the Device”^TM for every customer or employee login and transaction, through its easy-to-integrate, patented, biometric identity platform. authID powers biometric identity proofing in 700ms, biometric authentication in 25ms, and account recovery with a fast, accurate, user-friendly experience. With our PrivacyKey™ solution, authID provides a 1-to-1-billion false match rate, while storing no biometric data. authID stops fraud at onboarding, blocks deepfakes, prevents account takeover, and eliminates password risks and costs, through the faster, frictionless, and most accurate user identity experience demanded by today’s digital ecosystem.

Our Platform

Our cloud-based platform was developed with internally developed software as well as acquired and licensed technology and provides the following core services:

●

Biometric Identity Verification

●

Biometric Identity Authentication

●

Account / Access Recovery

●

Identity Exchange (IDX) Platform

Biometric Identity Verification - Proof^TM

Biometric identity verification establishes the trusted identity of a user based on a variety of ground truth sources, including government-issued identity documents such as national IDs, driver’s licenses and passports or electronic machine-readable travel documents (or eMRTDs). Our Verified^TM platform detects presentation attack and spoofing threats, evaluates the authenticity of security features present on a government-issued identity document, and biometrically matches the reference picture of the document with a live user’s selfie (a photograph that the user has taken of themselves). Usually occurring at account opening or onboarding, identity verification ensures that the enterprise knows that the person interacting with the enterprise is who they say they are, in real time. authID’s Proof^TM identity verification product eliminates the need for costly and less accurate face-to-face, in-person ID checks and instead provides a verified identity in seconds. In a digital, online world of increasing fraud and security threats, Proof speeds up onboarding and offers our customers confidence in the identities of consumers, employees or third-party vendors.

Biometric Identity Authentication - Verified^TM

Biometric identity authentication provides any organization with a secure, convenient solution to validate that an individual is the verified account owner for various purposes including passwordless login and performing specific transactions, or functions. The authID Verified product allows users to confirm their identity with their facial biometric by simply taking a selfie on a mobile phone or device of their choosing (as opposed to dedicated hardware). The solution includes a patented audit trail created for each transaction, containing the digitally signed transaction details, with proof of identity authentication and consent.

PrivacyKey Privacy Preserving Biometrics

authID’s PrivacyKey solution provides biometric authentication without the requirement to store any biometric or derivative of biometric data. The technology transforms biometric verification into Public/Private Key cryptography whereby the facial image of the person is converted into an elliptical public/private key pair where only the public key is stored and the private key only exists during authentication and is deleted immediately after. The solution is compliant to the ISO30136 Privacy Biometric standard and provides a False Match Rate accuracy of 1:1 Billion at a False Rejection Rate of 0.3%, as confirmed by independent tests conducted by The Commonwealth Scientific and Industrial Research Organization (“CSRIO”).

Account Access and Recovery

authID’s Verified biometric identity authentication solution allows users to recover, via a facial biometric, account access that is lost or blocked due to expired credentials, lockouts, lost or stolen devices, or compromised accounts. Because the account owner’s root of trust is established in the cloud, recovery is independent of any device or hardware. In this way, account recovery is instant, portable, and does not require the presence of or access to a previously provisioned device in order to secure access from a different device.

Identity Exchange (IDX^TM) Platform

authID’s Identity Exchange (IDX) is a next-generation platform purpose-built to allow authorized personnel to create or claim a central credential that can be leveraged across multiple subsidiaries of a large enterprise, simplifying and securing the management of workforce identities. IDX modernizes identity management with biometric-bound, passwordless, interoperable and reusable credentials that stop phishing attacks, ensuring only verified users can access sensitive systems and data. IDX is the first enterprise platform built on the Accountable Digital Identity Association (ADI Association) specification, ensuring it is aligned with global interoperability and data sovereignty standards.

Key Customer Benefits

Our solution allows our enterprise customers to:

●

Verify and Authenticate users. Customers can use the authID platform not only to verify the identity of new users, but also to authenticate those users seamlessly on an ongoing basis to enable quick, secure logins and transaction authentications.

●

Benefit from high-speed processing. Our solution returns a very low-latency response, key to enabling high-volume use cases (such as logins and high-value transactions) and providing a frictionless user experience.

●

Precisely and accurately identify their consumers and employees, giving the enterprise complete confidence in who is accessing their digital assets

●

Provide a seamless user experience in terms of speed and self-guided flow, so that even users who are not tech-savvy are easily able to complete the identity verification and authentication processes

●

Support a wide variety of devices. Our cloud-based service is device agnostic and may be used to verify or authenticate users on any device with a camera, including shared devices, digital kiosks, etc.

●

Integrate quickly and easily. We offer pre-integrated OIDC connections as well as integrations with several leading Identity and Access Management solutions.

●

Offer broad identity document coverage. We can verify identities using a wide spectrum of government-issued documents from around the world.

●

Perform secure biometric verification & authentication without the need to store biometric data. Our PrivacyKey technology removes the need to store any biometric data in order to perform verification or authentication transactions. PrivacyKey verification and authentication is seamlessly delivered thru either a web or mobile applications with a response time of less than 700ms.

Key Trends

We believe that our financial results will be impacted by several market trends in the identity verification and authentication markets, as well as expanding digital transformation efforts across a wide range of market segments. These trends include:

●

growing concerns over identity theft, fraud and account takeover, resulting from the acceleration of digital transformation, for example online shopping and remote working and the growth in AI assisted fraud;

●

the growth in the sharing economy; and

●

the increase in electronic payments and alternative money transfer solutions provided by both bank and non-bank entities. The key drivers for these alternative payment methods are consumer demands for safe, convenient payment transactions, with less friction.

Our results are also impacted by the changes in levels of spending on identity verification, management and security methods, and thus, negative trends in the global economy and other factors which negatively impact such spending may negatively impact the growth in our revenue from those products. The global economy has been undergoing a period of political and economic uncertainty and stock markets are experiencing high levels of volatility, and it is difficult to predict how long this uncertainty and volatility will continue.

We plan to grow our business by increasing the use of our services by our existing customers, by adding new customers through our direct salesforce, channel partners and by expanding into new markets and innovation. If we are successful in these efforts, we would expect our revenue to continue to grow.

The Company was incorporated in the State of Delaware on September 21, 2011, and changed our name from Ipsidy Inc. to authID Inc. on July 18, 2022. Our corporate headquarters is located at 1580 North Logan Street, Suite 660, Unit 51767, Denver, CO 80203 and our main phone number is (516) 274-8700. Our website address is www.authid.ai. The information contained on, or that can be accessed through, our website is not incorporated by reference into this Form 10-Q and you should not consider information on our website to be part of this Form 10-Q.

Going Concern

The Company’s condensed consolidated financial statements included in this Quarterly Report have been prepared in accordance with United States GAAP assuming the Company will continue on a going concern basis, which implies the Company will continue to meet its obligations and continue its operations for the next year following the issuance date of these financial statements.

Adjusted EBITDA

This discussion includes information about Adjusted EBITDA that is not prepared in accordance with GAAP. Adjusted EBITDA is not based on any standardized methodology prescribed by GAAP and is not necessarily comparable to similar measures presented by other companies. A reconciliation of this non-GAAP measure is included below. Adjusted EBITDA is a non-GAAP financial measure that represents GAAP net income (loss) adjusted to exclude (1) interest expense and debt discount and debt issuance costs amortization expense, (2) interest income, (3) provision for income taxes, (4) depreciation and amortization, (5) stock-based compensation expense and certain other items management believes affect the comparability of operating results. Management believes that Adjusted EBITDA, when viewed with our results under GAAP and the accompanying reconciliations, provides useful information about our period-over-period results. Adjusted EBITDA is presented because management believes it provides additional information with respect to the performance of our fundamental business activities and is also frequently used by securities analysts, investors and other interested parties in the evaluation of comparable companies. We also rely on Adjusted EBITDA as a primary measure to review and assess the operating performance of our company and our management, and it will be a focus as we invest in and grow the business. Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation from, or as a substitute for, analysis of our results as reported under GAAP. Some of these limitations are:

●

Adjusted EBITDA does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;

●

Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

●

Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements;

●

Adjusted EBITDA does not include the impact of certain charges or gains resulting from matters we consider not to be indicative of our ongoing operations.

Because of these limitations, Adjusted EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA only as a supplement to our GAAP results.

Reconciliation of Loss from Continuing Operations to Adjusted EBITDA Continuing Operations:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024

Loss from continuing operations	$	(5,173,321	)	$	(3,364,801	)	$	(13,897,567	)	$	(9,683,619	)

Addback:

Interest expense, net		1,959			12,712			14,842			36,219
Interest income		(61,657	)		(161,308	)		(200,047	)		(344,185	)
Severance cost		-			-			-			14,251
Depreciation and amortization		16,034			43,798			76,475			131,210
Stock compensation		1,092,982			595,536			2,625,502			2,044,210
Adjusted EBITDA continuing operations (Non-GAAP)	$	(4,124,003	)		(2,874,063	)		(11,380,795	)		(7,801,914	)

Three and Nine Months Ended September 30, 2025 and September 30, 2024

Revenues, net

During the three and nine months ended September 30, 2025, the Company’s revenues, net of discounts and concessions, were approximately a negative $0.1 million and positive $1.6 million, respectively, compared to approximately $0.2 million and $0.7 million, respectively, in the three and nine months ended September 30, 2024. The decline in net revenue over the three months ended September 30, 2025 is principally driven by the following two customer contracts:

●

During the quarter ended September 2025, a contracted customer who was delayed in their usage ramp and overdue on their invoices made a partial payment with the understanding that they would require an amendment to the contract to make further payments. Management believes that it is in the best interest of the Company to negotiate an amendment with the customer, however no terms have been agreed upon as of the date of this filing. Accordingly, until the negotiations have concluded, the Company has ceased revenue recognition for this contract and adjusted contract balances related thereto such that the Remaining Performance Obligation reflects only the amounts paid to the Company by the customer to date.

●

During the three months ended September 30, 2025, the Company made a total of $0.7 million in estimated concessions, primarily related to one customer contract with an annual usage minimum fee payable on December 31, 2025. The customer’s usage declined unexpectedly and remained significantly below the minimum commitment by September 30, 2025, despite consistent communication from the customer that they projected their usage to ramp. Given the customer’s strategic importance to the Company, as well as management’s belief in their anticipated growth in usage and ongoing new business development opportunities, the Company expects to make a concession on the annual minimum fee, in order to maintain the relationship moving forward. Revenue has been adjusted in the three months ended September 30, 2025 to account for the estimated concession.

General and administrative expenses

During the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024, general and administrative expense increased by approximately $1.2 million and $3.5 million, respectively. The increase was driven by increases in employee related expenses, shares issued to management advisors, as well as credit loss expense related to certain customer contracts of approximately $0.0 million and $0.8 million, respectively.

Research and development expenses

During the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024, research and development expenses increased by approximately $0.2 million and $1.5 million, respectively. The increase was due to continued investment in employees and contractors to deliver required product capabilities and performance for existing customers and sales prospects.

Depreciation and amortization expense

Depreciation and amortization expenses remained flat during the three and nine months ended September 30, 2025 compared to September 30, 2024.

Interest expense, net

Interest expense includes interest expense, debt issuance and discount amortization expense. Interest expense remained flat during the three and nine months ended September 30, 2025 compared to September 30, 2024.

Interest income

Interest income includes bank interest earned on the Company’s cash balances. Interest income was flat during the three months ended September 30, 2025 compared to the three ended September 30, 2024. During the nine months ended September 30, 2025, interest income increased $0.1 million compared to the nine months ended September 30, 2024.

Liquidity and Capital Resources

The Company has approximately $4.9 million of cash on hand and approximately $4.6 million of working capital as of September 30, 2025.

Cash used in operating activities was approximately $11.8 million and $8.5 million in the nine months ended September 30, 2025 and 2024, respectively.

Cash used in investing activities for the nine months ended September 30, 2025 was approximately $2,000, compared with $18,000 for nine months ended September 30, 2024, for the payment of patent costs and purchases of intangible assets.

Cash provided by financing activities in the nine months ended September 30, 2025 consisted of approximately $8.2 million in proceeds from the sale of common stock, net of offering costs.

Cash provided by financing activities in the nine months ended September 30, 2024 consisted of approximately $10.0 million in proceeds from the sale of common stock, net of offering costs.

The Company will need to raise additional funds to support its operations and investments as it seeks to create a sustainable organization. Our growth-oriented business plan to offer products to our customers will require continued capital investment and there is no guarantee that such financing will be available, or available on acceptable terms.

There is no guarantee that our current business plan will not change, and as a result of such change, we will need additional capital to implement such business plan. Further, assuming we achieve our expected growth plan, of which there is no guarantee, we will need additional capital to implement growth beyond our current business plan.

Macro-Economic Conditions

The global economy has been undergoing a period of political and economic uncertainty and stock markets are experiencing high levels of volatility, and it is difficult to predict how long this uncertainty and volatility will continue. The current increase in international tariffs and uncertainty over international trading conditions, continuing wars in Ukraine and the Middle East, inflationary pressures, rising energy prices and increases in interest rates have impacted the United States and other major economies and have created uncertainty regarding a possible recession. As a result, many businesses, especially in the technology sector, have made significant cut-backs in expenditure, including reductions in force and investment freezes. Our sales and results are also impacted by the changes in levels of spending on identity verification, management and security methods, and thus, negative trends in the global economy and other factors which negatively impact such spending may negatively impact the growth of our revenue from those products. All or any of these risks separately, or in combination could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is deemed by our management to be material to investors.

Recent Accounting Policies

The recent material accounting policies that may be the most critical to understanding of the financial results and conditions are discussed in Note 1 of the financial statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a smaller reporting company, we are not required to include disclosure under this item.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Quarterly Report, our Chief Executive Officer and Chief Financial Officer performed an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Based on the evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2025, the Company’s disclosure controls and procedures are effective to ensure that the information required to be disclosed by the Company in the report that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as that term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the nine months ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

ITEM 1. LEGAL PROCEEDINGS

From time to time, the Company is a party to various legal or administrative proceedings arising in the ordinary course of business. While any litigation contains an element of uncertainty, we have no reason to believe the outcome of such proceedings will have a material adverse effect on the financial condition or results of operations of the Company.

ITEM 1A. RISK FACTORS

Risk factors describing the major risks to our business can be found under Item 1A, “Risk Factors”, in our Annual Report on Form 10-K for the year ended December 31, 2024. There has been no material change in our risk factors from those previously discussed in the Annual Report on Form 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the nine months ended September 30, 2025, the Company granted 30,000 options to a new employee at an exercise price of $5.89 per share.

The issuance of the above securities is exempt from the registration requirements under Rule 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506 as promulgated under Regulation D

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable to our operations.

ITEM 5. OTHER INFORMATION

During the nine months ended September 30, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

On August 18, 2025, Michael C. Thompson resigned as a director of the Company and as a member of the Audit Committee, the Governance Committee and the Compensation Committee, effective immediately. Mr. Thompson's resignation was for personal reasons and not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices. The Board of Directors appointed Shrikrishna Venkataraman to fill the vacancy on the Audit Committee.

ITEM 6. EXHIBITS

Exhibit Number		Description
3.1 (1)		Amended & Restated Certificate of Incorporation
3.2 (6)		Amended & Restated Bylaws as of July 18, 2022
3.3 (2)		Certificate of Amendment dated June 14, 2021
3.4 (6)		Certificate of Amendment to Amended and Restated Certificate of Incorporation as of July 18, 2022
3.5 (7)		Certificate of Amendment to Amended and Restated Certificate of Incorporation as of September 20, 2022
3.6 (13)		Certificate of Amendment to the Amended and Restated Certificate of Incorporation dated June 26, 2023
3.7 (22)		Certificate of Amendment to the Certificate of Incorporation
4.1 (2)		Form of Stock Option
4.2 *		Description of the Registrant’s Securities
10.1 (2)		Form of Director Agreement
10.2 (2)		Form of Indemnification Agreement
10.3 (3)		2017 Incentive Stock Plan
10.4 (2)		Executive Retention Agreement entered between the Company and Thomas L. Thimot dated June 14, 2021
10.5 (2)		Executive Retention Agreement entered between the Company and Cecil N. Smith III dated June 14, 2021
10.6 (4)		AuthID Inc. 2021 Equity Incentive Plan
10.7 (5)		Letter Agreement between Annie Pham and AuthID Inc. dated April 25, 2022
10.8 (8)		Amended and Restated Faculty Agreement between the Company and Stephen J. Garchik dated March 8, 2023.
10.9 (8)		Promissory Note between the Company and Stephen J. Garchik dated March 9, 2023.
10.10 (8)		Guaranty Agreement by FIN Holdings Inc., Innovation in Motion, Inc. and ID Solutions, Inc. in favor of Stephen J. Garchik dated March 9, 2023.
10.11 (8)		Release Agreement between the Company and Stephen J. Garchik dated March 9, 2023.
10.12 (9)		Letter Agreement between Rhoniel Daguro and AuthID Inc. dated March 23, 2023
10.13 (9)		Executive Retention Agreement between Rhoniel Daguro and AuthID Inc. dated March 23, 2023
10.14 (9)		Confidential Separation Agreement and General Release between Thomas Thimot and authID Inc. Dated March 23, 2023
10.15 (10)		Letter Agreement between Thomas Szoke and AuthID Inc. dated April 12, 2023
10.16 (10)		Executive Retention Agreement between Thomas Szoke and AuthID Inc. dated April 12, 2023
10.17 (11)		Executive Retention Agreement between Annie Pham and AuthID Inc. dated May 11, 2023
10.18 (12)**		Form of Securities Purchase Agreement dated as of May 23, 2023 between the Company and accredited investors
10.19 (12)		Engagement Agreement dated as of April 20, 2023 between the Company and Madison Global Partners LLC
10.20 (12)		Stock Purchase Warrant dated May 26, 2023 issued to Madison Global Partners LLC
10.21 (12)**		Form of Exchange Agreement dated as of May 23, 2023 between the Company and certain Holders
10.22 (14)		Letter Agreement between Edward Sellitto and authID Inc. dated July 31, 2023
10.23 (15)		Agreement dated October 25, 2023 between The Pipeline Group, Inc. and authID Inc.
10.24 (17)		Form of Securities Purchase Agreement dated as of November 20, 2023 between the Company and accredited investor
10.25 (17)		Engagement Agreement dated as of November 2, 2023 between the Company and Madison Global Partners, LLC
10.26 (17)		Stock Purchase Warrant dated November 22, 2023 issued to Madison Global Partners, LLC

10.27 (18)**		Agreement dated December 19, 2023 between The Pipeline Group, Inc and authID Inc.
10.28 (19)		Letter Agreement between Kunal Mehta and authID Inc.
10.29 (21)**		Form of Securities Purchase Agreement dated as of June 24, 2024 between the Company and accredited investors
10.30 (21)		Engagement Agreement, dated as of June 24, 2024 between the Company and Madison Global Partners, LLC
10.31 (21)		Stock Purchase Warrant issued to Madison Global Partners LLC dated June 27, 2024
10.32 (23)**		Agreement dated August 26, 2024 between The Pipeline Group, Inc. and authID Inc.
10.33 (22)		Letter Agreement between Erick Soto and authID Inc. dated September 10, 2024
10.34 (22)		Executive Retention Agreement between Erick Soto and AuthID Inc. dated September 10, 2024
10.35 (24)**		Form of Securities Purchase Agreement dated as of March 31, 2025 between the Company and accredited investors
10.36 (24)		Form of Pre-Funded Warrant dated April 1, 2025
10.37 (24)		Engagement Agreement dated as of March 12, 2025 between the Company and Madison Global Partners LLC
10.38 (24)		Amendment to the Engagement Agreement dated as of March 26, 2025 between the Company and Madison Global Partners LLC
10.39 (24)		Placement Agency Agreement between the Company and Dominari Securities LLC dated March 31, 2025
10.40 (24)		Stock Purchase Warrant issued to Madison Global Partners LLC dated April 1, 2025
10.41 (24)		Stock Purchase Warrant issued to Dominari Securities LLC dated April 1, 2025
10.42 (25)		Form of Securities Purchase Agreement, dated as of May 6, 2025, between the Company and accredited investors
10.43 (25)		Placement Agency Agreement between the Company and Dominari Securities LLC dated May 6, 2025
10.44 (25)		Stock Purchase Warrant issued to Madison Global Partners, LLC dated May 7, 2025
10.45 (25)		Stock Purchase Warrant issued to Dominari Securities LLC dated May 7, 2025
10.46 (26)		Form of Director Appointment Letter
10.47**		Agreement dated September 26, 2025 between The Pipeline Group, Inc. and authID Inc.
14.1 (16)		Code of Ethics
19 (23)		Insider Trading Policy
21.1 (23)		List of Subsidiaries
31.1*		Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act
31.2*		Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act
32.1*		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97.1 (16)		Policy for the Recovery of Erroneously Awarded Compensation adopted October 6, 2023
99.1 (20)		Policy on Granting Equity Awards
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	Filed herewith

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. A copy of any omitted portions will be furnished to the SEC upon request.

(1)	Incorporated by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on March 23, 2021.

(2)	Incorporated by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on June 15, 2021.
(3)	Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities Exchange Commission on May 4, 2018.
(4)	Incorporated by reference to the Form S-8 Registration Statement filed with the Securities Exchange Commission on February 1, 2022.
(5)	Incorporated by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on April 27, 2022.
(6)	Incorporated by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on July 19, 2022.
(7)	Incorporated by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on September 21, 2022.
(8)	Incorporated by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on March 10, 2023.
(9)	Incorporated by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on March 28, 2023.
(10)	Incorporated by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on April 18, 2023.
(11)	Incorporated by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on May 16, 2023.
(12)	Incorporated by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on May 26, 2023.
(13)	Incorporated by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on June 27, 2023.
(14)	Incorporated by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on August 3, 2023.
(15)	Incorporated by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on October 26, 2023.
(16)	Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities Exchange Commission on November 8, 2023.
(17)	Incorporated by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on November 27, 2023.
(18)	Incorporated by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on December 21, 2023.
(19)	Incorporated by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on March 26, 2024.
(20)	Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities Exchange Commission on May 15, 2024.
(21)	Incorporated by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on June 27, 2024.
(22)	Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities Exchange Commission on November 7, 2024.
(23)	Incorporated by reference to the Form 10-K Annual Report filed with the Securities Exchange Commission on March 13, 2025.
(24)	Incorporated by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on April 2, 2025.
(25)	Incorporated by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on May 7, 2025
(26)	Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities Exchange Commission on August 14, 2025

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 thereunto duly authorized.

authID Inc.

	By:	/s/ Rhoniel Daguro
		Rhoniel A. Daguro
		Chief Executive Officer
		(Principal Executive Officer)

	By:	/s/ Ed Sellitto
		Ed Sellitto
		Chief Financial Officer,
		(Principal Financial and Accounting Officer)
Dated: November 12, 2025

SEC Form 10-Q filed by authID Inc.