authID Inc美股招股说明书(2025-11-21版)

1,626,441 Shares of Common Stock authID Inc. (the “Company” or “we”) is offering (the “Offering”) 1,626,441 shares of our common stock (the “Shares”) at a purchaseprice of $1.35 per share or at a price of $1.71 per share for a director, officer and/or affiliate of the Company, pursuant to thisprospectus supplement. In lieu of offering the Shares to certain investors that so choose,investors may elect to purchase pre-fundedwarrants (the “Warrants”) to purchase 1,062,306 shares of our common stock (the “Warrant Shares”) pursuant to thisprospectus supplement. The purchase price of eachpre-fundedwarrant will be $1.3499, which is equal to the price per share at whichthe Shares of common stock are sold in the offering, minus $0.0001, the exercise price of eachpre-fundedwarrant. The director that is We have retained Dominari Securities LLC (“Dominari”) and Madison Global Partners, LLC (“Madison”), as co-placement agents(collectively, “Dominari” and “Madison” are referred to herein as the “Placement Agents”) with respect to this Offering. ThePlacement Agents are not purchasing or selling any shares offered hereby, nor are the Placement Agents required to arrange for thepurchase or sale of any specific number or dollar amount of shares, but they have agreed to use their best efforts to arrange for the saleof all of the shares. We have agreed to pay the Placement Agents’ fees including 7% of the gross proceeds from the sale of the sharessold by Madison being offered hereby and 8% of the of the gross proceeds from the sale of the shares sold by Dominari being offeredhereby. Madison shall also be entitled to a cash fee of 3% of the gross proceeds from the sale of shares to investors introduced to theCompany by Dominari in the Offering. In addition, we will issue Madison warrants (the “Madison Warrants”) to purchase up to250,000 shares of common stock of the Company and 92,051 shares of common stock of the Company, which are equal to 7% of the Our common stock is traded on the Nasdaq Capital Market under the symbol “AUID.” On November 20, 2025, the last reported salesprice of our common stock on the Nasdaq Capital Market was $1.71 per share. There is no established public trading market fortheWarrants, and we do not expect a market to develop. We do not intend to list theWarrants on the Nasdaq Capital Market or on any Investing in our securities involves significant risks. See “Risk Factors” beginning on page S-4 of this prospectus supplementand in the documents incorporated by reference into this prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the accuracy or adequacy of this prospectus supplement. Any representation to the contrary is a The aggregate market value of our outstanding voting and nonvoting common equity held by non-affiliates of the Company for thepurposes of this prospectus supplement is $40,094,909 and the amount of all securities offered pursuant to General Instruction I.B.6. toForm S-3 during the prior 12 calendar month period that ends on, and includes, the date of this prospectus is $8,150,000. Offering price (1)We have also agreed to reimburse the Placement Agents for legal fees and other expenses incurred by the Placement Agents inconnection with the Offering. We are required to reimburse Madison up to a maximum of $100,000 for legal fees and otherexpenses. In addition, we were required to pay Madison a non-refundable advisory fee of $50,000 upon engagement and a$30,000 fee upon closing of the Offering. We are required to reimburse Dominari up to a maximum of $100,000 for legal fees and Delivery of the shares of common stock to the investors through the facilities of The Depository Trust Company and delivery of theWarrants, is expected to be made on or about November 24, 2025. Dominari Securities LLC, Co-placement agentMadison Global Partners, LLC, Co-placement agent The date of this prospectus supplement is November 21, 2025 You should rely only on the information incorporated by reference or provided in this prospectus supplement and theaccompanying prospectus. Neither we nor the Placement Agents have authorized anyone to provide you with different information. Ifanyone provides you with different or inconsistent information, you should not rely on it. This prospectus supplement and theaccompanying prospectus do not constitute an offer to sell, or a solicitation of an offer to purchase, the securities offered by thisprospectus supplement and the accompanying prospectus in any jurisdiction where it is unlawful to make such offer or solicitation.You should assume that the information contained in this prospectus supplement or the accompanying prospectus, or any document ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offeringof securities. The second part is the