Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

~~780 Long Beach Boulevard~~
~~Long Beach, New York 11561~~Virtual Meeting to be Held by Webcast

The ~~2017~~2022 Annual Meeting of Stockholders (the “Annual Meeting”) of Ipsidy Inc. (“Ipsidy” or the “Company”) will be held ~~at 780 Long Beach Boulevard, Long Beach, New York 11561,~~virtually by webcast, on *, ~~2017,~~2022, at 10:00 a.m. Eastern Time, to consider the ~~following proposals:~~below proposals. Due to the public health impact of the coronavirus outbreak (COVID-19) and to support the health and well-being of our employees and stockholders, the Annual Meeting will be held in a virtual meeting format at https://*.

BECAUSE OF THE SIGNIFICANCE OF THESE PROPOSALS TO THE COMPANY AND ITS STOCKHOLDERS, IT IS VITAL THAT EVERY STOCKHOLDER VOTE AT THE ANNUAL MEETING IN PERSON OR BY PROXY.

These proposals are fully set forth in the accompanying Proxy Statement which you are urged to read thoroughly. For the reasons set forth in the Proxy Statement, your Board of Directors recommends a vote “FOR” the directors set forth in Proposal 1 and “FOR” Proposals ~~1 – 5.~~2 and 3. A list of all stockholders entitled to vote at the Annual Meeting will be available at the principal office of the Company during usual business hours for examination by any stockholder for any purpose germane to the Annual Meeting for 10 days prior to the date thereof. Stockholders are cordially invited to attend the Annual Meeting.

As we did for the 2021 Annual Meeting, due to the public health impact of the coronavirus outbreak (COVID-19) and to support the health and well-being of our employees and stockholders, we are very pleased that for this year’s Annual Meeting we will again be hosting a completely virtual meeting of stockholders, which will be conducted solely online via live webcast. You will be able to attend and participate in the Annual Meeting online and submit your questions prior to and during the meeting by visiting: https://* at the meeting date and time described in the accompanying proxy statement. There is no physical location for the Annual Meeting.

Having regard to the current pandemic we are pleased to embrace the latest technology to provide safe and expanded access, improved communication, reduced environmental impact and cost savings for our stockholders and the Company. If you plan to attend the ~~Annual Meeting~~meeting virtually on the Internet, please follow the registration instructions as outlined in ~~person, please be sure to bring your~~this proxy ~~card and photo identification.~~ statement.

However, whether or not you plan to attend the meeting ~~in person,~~virtually, your shares should be represented and voted. After reading the enclosed Proxy Statement, please sign, date, and return promptly the enclosed Proxy in the accompanying postpaid envelope we have provided for your convenience to ensure that your shares will be represented. ~~You may wish to~~Alternatively, please provide your response by telephone or electronically through the Internet by following the instructions set out on the enclosed Proxy card. If you do attend the meeting virtually and wish to vote your shares personally, you may revoke your Proxy.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held *, ~~2017.~~2022. In addition to the copies you have received, the Proxy Statement and our ~~2016~~2021 Annual Report on Form 10-K to Stockholders are available at: http://*.

WHETHER OR NOT YOU PLAN ON ATTENDING THE MEETING ~~IN PERSON,~~VIRTUALLY, PLEASE VOTE AS PROMPTLY AS POSSIBLE TO ENSURE THAT YOUR VOTE IS COUNTED.

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of Ipsidy Inc. dba auithID.ai (“~~Ipsidy”~~authID.ai” “Ipsidy” or the “Company”) to be voted at the Annual Meeting of Stockholders (the “Annual Meeting”) which will be held ~~at our corporate offices located at 780 Long Beach Boulevard, Long Beach, New York 11561~~virtually via webcast on *, ~~2017,~~2022, at 10:00 a.m. Eastern Time, and at any postponements or adjournments thereof. The proxy materials will be furnished to stockholders on or about *, ~~2017.~~2022.

Any stockholder executing a proxy that is solicited hereby has the power to revoke it prior to the voting of the proxy. Revocation may be made by attending the Annual Meeting and voting the shares of stock virtually in person, or by delivering to the ~~Chief Financial Officer~~Corporate Secretary of the Company at the principal office of the Company prior to the Annual Meeting a written notice of revocation or a later-dated, properly executed proxy. Solicitation of proxies may be made by directors, officers and other employees of the Company by personal interview, telephone, facsimile transmittal or electronic communications. No additional compensation will be paid for any such services. This solicitation of proxies is being made by the Company, which will bear all costs associated with the mailing of this Proxy Statement and the solicitation of proxies.

Stockholders of record at the close of business on *, ~~2017,~~2022, will be entitled to receive notice of, attend virtually and vote at the Annual Meeting.

Ipsidy Inc. has furnished these materials to you ~~by mail,~~ in connection with the Company’s solicitation of proxies for use at the Annual Meeting of Stockholders to be held on *, ~~2017,~~2022, at 10:00 a.m. ~~local time at our corporate office located at 780 Long Beach Boulevard, Long Beach, New York 11561. These materials have also been made available to you on the Internet.~~Eastern virtually via webcast. These materials describe the proposals on which the Company would like you to vote and also give you information on these proposals so that you can make an informed decision. We are furnishing our proxy materials on or about *, ~~2017~~2022 to all stockholders of record entitled to vote at the Annual Meeting.

The Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted exclusively by webcast. You are entitled to participate in the Annual Meeting only if you were a stockholder of the Company as of the close of business on the Record Date, or if you hold a valid proxy for the Annual Meeting. No physical meeting will be held.

You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting https://*. You also will be able to vote your shares online by going to http://*.

To participate in the Annual Meeting, you will need to review the information included on your Notice, on your proxy card or on the instructions that accompanied your proxy materials.

If you hold your shares through an intermediary, such as a bank or broker, you must register in advance using the instructions below.

The online meeting will begin promptly at 10.00 a.m., Eastern Time. We encourage you to access the meeting prior to the start time leaving ample time for the check in. Please follow the registration instructions as outlined in this proxy statement.

Prior to the commencement of the meeting please go to https://*. There you will be asked to register with your name, e-mail address and company details – or if none insert “Individual”.

We encourage stockholders to vote prior to the meeting but if you wish to vote on the day of the meeting you will be able to vote your shares online by going to http://* and please follow the instructions in “How to Vote” below and on your Proxy Card.

Due to the public health impact of the coronavirus outbreak (COVID-19) and to support the health and well-being of our employees and stockholders, we are very pleased that for this year’s Annual Meeting will again be hosting a completely virtual meeting of stockholders, which will be conducted solely online via live webcast. You will be able to attend and participate in the Annual Meeting online and submit your questions prior to and during the meeting by visiting: https://* at the meeting date and time described in the accompanying proxy statement. You will be able to vote your shares electronically by going to http://*. There is no physical location for the Annual Meeting.

Having regard to the current pandemic we are pleased to embrace the latest technology to provide safe and expanded access, improved communication, reduced environmental impact and cost savings for our stockholders and the Company. If you plan to attend the meeting virtually on the Internet, please follow the registration instructions as outlined in this proxy statement.

Instead of mailing a printed copy of our proxy materials to each shareholder, we are furnishing proxy materials via the Internet. This reduces both the costs and the environmental impact of sending our proxy materials to our shareholders. If you received a “Notice of Internet Availability,” you will not receive a printed copy of the proxy materials unless you specifically request a printed copy. The Notice of Internet Availability will instruct you how to access and review all of the important information contained in the proxy materials. The Notice of Internet Availability also instructs you how to submit your proxy on the Internet and how to vote by telephone.

If you would like to receive a printed or emailed copy of our proxy materials, you should follow the instructions for requesting such materials included on the documents you received. In addition, if you received paper copies of our proxy materials and wish to receive all future proxy materials, proxy cards and annual reports electronically, please follow the electronic delivery instructions on the documents you received. We encourage shareholders to take advantage of the availability of the proxy materials on the Internet to help reduce the cost and environmental impact of our annual shareholder meetings.

The Notice of Internet Availability is first being sent to shareholders on or about *, 2022. Also on or about *, 2022, we will first make available to our shareholders this Proxy Statement and the form of proxy relating to the 2021 Annual Meeting filed with the SEC on *, 2022.

The proxy card enables you to appoint ~~Philip D. Beck,~~Thomas L. Thimot, our Chief Executive Officer, and ~~Stuart P. Stoller,~~Graham Arad, our ~~Chief Financial Officer,~~General Counsel, as your representatives at the Annual Meeting. By completing and returning a proxy card, or by voting electronically or by telephone you are authorizing these individuals to vote your shares at the Annual Meeting in accordance with your instructions on the proxy ~~card.~~card (or submitted electronically or by telephone). This way, your shares will be voted whether or not you attend the Annual Meeting.

At our Annual Meeting, stockholders will act upon the matters outlined in the Notice of Annual Meeting on the cover page of this Proxy Statement, including (i) the election of five persons named herein as nominees for directors of the Company, to hold office subject to the provisions of the bylaws of the Company, until the next annual meeting of stockholders and until their successors are duly elected and qualified, (ii) ratification of the appointment of Cherry Bekaert LLP as the Company’s independent auditors for the fiscal year ending December 31, 2017, (iii) approving the 2017 Incentive Stock Plan and to authorize 70,000,000 shares of Common Stock for issuance thereunder, (iv) to approve an amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock from 500,000,000 to 1,000,000,000 and (v) approving an amendment to our certificate of incorporation to effect a reverse stock split at a ratio not less than 1-for-2 and not greater than 1-for-25, with the exact ratio to be set within that range at the discretion of our board of directors before December 31, 2018 without further approval or authorization of our stockholders (the ‘‘Reverse Split Proposal’’). The board of directors may alternatively elect to abandon such proposed amendment and not effect the reverse stock split authorized by stockholders, in its sole discretion.. including:

In addition, management will ~~report on the performance of the Company during fiscal year 2016 and~~ respond to questions from stockholders.

The presence at the meeting, in person or by proxy, of the holders of ~~a majority~~one-third of the number of shares of common stock issued and outstanding on the record date will constitute a quorum permitting the meeting to conduct its business. As of the record date, there were * shares of Ipsidy common stock issued and outstanding. Thus, the presence of the holders of common stock representing at least *votes* votes will be required to establish a quorum.

What is the difference between a stockholder of record and a beneficial owner of shares held in street name?

Our stockholders may hold their shares in an account at a brokerage firm, bank or other nominee holder, rather than holding share certificates in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially in street name.

~~The~~In addition to the copies of this proxy that you may receive, the Notice of Internet Availability provides you with instructions regarding how to:

Choosing to receive future proxy materials by email will save the Company the cost of printing and mailing documents to you and will reduce the impact of the Company’s annual meetings on the environment. If you choose to receive future proxy materials by email, you will receive an email message next year with instructions containing a link to those materials and a link to the proxy voting website. Your election to receive proxy materials by email will remain in effect until you terminate it.

If on *, ~~2017,~~2022, your shares were registered directly in your name with our transfer agent, ~~Globex Transfer LLC,~~Computershare Trust Company N.A., you are considered a stockholder of record with respect to those shares, and the Notice of Internet Availability, or Notice of Annual Meeting and Proxy Statement was sent directly to you by the Company. As the stockholder of record, you have the right to direct the voting of your shares via the Internet or by returning the proxy card to us. Whether or not you plan to attend the Annual Meeting, if you do not vote over the Internet, please complete, date, sign and return a proxy card to ensure that your vote is counted.

If on *, ~~2017,~~2022, your shares were held in an account at a brokerage firm, bank, broker-dealer, or other nominee holder, then you are considered the beneficial owner of shares held in “street name,” and the Notice of Annual Meeting & Proxy statement was forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As the beneficial owner, you have the right to instruct that organization on how to vote the shares held in your account. However, since you are not the stockholder of record, you may not vote these shares in person at the Annual Meeting unless you receive a valid proxy from the organization.

Stockholders of Record. If you are a stockholder of record, you may vote by any of the following methods:

Beneficial Owners of Shares Held in Street Name. If you are a beneficial owner of shares held in street name, you may vote by any of the following methods:

How will my vote be counted if I have not yet exchanged my stock certificate for new Common Shares?

On June 14, 2021 we completed a 1-for-30 reverse stock split of our shares of common stock. At that time all stockholders were notified and encouraged to exchange their old paper stock certificates for new shares of common stock in electronic book entry form. If you have not yet exchanged your certificate you will still be able to vote your shares and your votes will be counted on a “as exchanged”, post-split basis. That is to say to say you will get 1 vote for every 30 shares represented by a stock certificate as of the record date *, 2022.

We encourage you to exchange your old paper certificate for new electronic shares, using the exchange form provided. If you have lost your certificate or the exchange form, or have any questions about the exchange process, please contact Computershare at +1-800-368-5948 (U.S.) +1-781-575-4223 (Outside the US), via the website http://www.computershare.com/ or by e-mail to web.queries@computershare.com.

While the inspector of elections will treat shares represented by proxies that reflect abstentions or include “broker non-votes” as shares that are present and entitled to vote for purposes of determining the presence of a quorum, abstentions or “broker non-votes” do not constitute a vote “for” or “against” any matter and thus will be disregarded in any calculation of “votes cast.” However, abstentions and “broker non-votes” will have the effect of a negative vote if an item requires the approval of a majority of a quorum or of a specified proportion of all issued and outstanding shares.

Brokers holding shares of record for customers generally are not entitled to vote on “non-routine” matters, unless they receive voting instructions from their ~~customers.~~customers (see What happens if I do not give specific voting instructions). As used herein, “uninstructed shares” means shares held by a broker who has not received voting instructions from its customers on a proposal. A “broker non-vote” occurs when a nominee holding uninstructed shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that non-routine matter. In connection with the treatment of abstentions and broker non-votes, the proposed ratification of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017 is considered a “routine” matter. Accordingly, brokers are entitled to vote uninstructed shares with respect to this proposal. All other matters are considered non-routine matters and, accordingly, brokers do not have discretionary voting power with respect to such matters.

then the proxy holders will vote your shares in the manner recommended by the Board of Directors on all matters presented in this Proxy Statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the Annual Meeting.

Beneficial Owners of Shares Held in Street Name. If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions, under the rules of various national and regional securities exchanges, the organization that holds your shares may generally vote on routine matters, ~~such as the ratification of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2017,~~ but ~~cannot vote~~not on non-routine ~~matters, such~~matters. Under New York Stock Exchange (“NYSE”) rules, if your shares are held by a member organization, as ~~the other proposals presented in this Proxy Statement.~~that term is defined under NYSE rules, responsibility for making a final determination as to whether a specific proposal constitutes a routine or non-routine matter rests with that organization, or third parties acting on its behalf.

The Board’s recommendation is set forth together with the description of each item in this Proxy Statement. In summary, the Board recommends a vote:

With respect to any other matter that properly comes before the Annual Meeting, the proxy holders will vote as recommended by the Board of Directors or, if no recommendation is given, in their own discretion.

Only one copy of the Company’s Notice of Internet Availability, Annual Report on Form 10-K for the fiscal year ending December 31, ~~2016 and~~2021 or this Proxy Statement, as applicable, will be delivered to an address where two or more stockholders reside with the same last name or who otherwise reasonably appear to be members of the same family based on the stockholders’ prior express or implied consent.

We will deliver promptly upon written or oral request a separate copy of the Company’s Notice of Internet Availability,Annual Report on Form 10-K for the fiscal year ending December 31, ~~2016 and~~2021 or this Proxy ~~Statement.~~Statement, as applicable. If you share an address with at least one other stockholder, currently receive one copy of our Annual Report on Form 10-K and Proxy Statement at your residence, and would like to receive a separate copy of our Annual Report on Form 10-K and Proxy Statement for future stockholder meetings of the Company, please specify such request in writing and send such written request to Ipsidy Inc., ~~780~~670 Long Beach Boulevard, Long Beach, New York 11561; Attention: Chief Financial Officer.

Except for the election to our Board of the ~~five~~ nominees set forth herein, none of our officers or directors has any interest in any of the matters to be acted upon at the Annual Meeting. ~~However,~~on January 31, 2017, the Company entered into Executive Retention Agreements pursuant to which Mr. Beck agreed to serve as Chief Executive Officer and President and Mr. Stoller agreed to serve as Chief Financial Officer .. Pursuant to such agreements, upon the Company being legally entitled to do so, the Company has agreed to enter a Restricted Stock Purchase Agreement with each of Mr. Beck and Mr. Stoller pursuant to which they will be entitled to purchase 15,000,000 and 5,000,000 shares of common stock, respectively, at a per share price of $0.0001, which shares of common stock vest upon achieving various milestones.

How much stock is owned by 5% stockholders, directors, and executive officers?

The following table sets forth the number of shares known to be beneficially owned by all persons who own at least 5% of Ipsidy’s outstanding common stock, the Company’s directors, the Company’s executive officers, and the directors and executive officers as a group as of ~~July 28, 2017,~~June 27, 2022, unless otherwise noted. Unless otherwise indicated, the stockholders listed in the table have sole voting and investment power with respect to the shares indicated.

(1) Applicable percentage ownership is based on 343,809,534 shares of common stock outstanding as of July 28, 2017. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Securities giving the right to acquire shares of common stock that are currently exercisable or exercisable within 60 days of July 28, 2017 are deemed to be beneficially owned by the person holding such securities for computing the percentage of ownership of such person, but are not treated as outstanding for computing the percentage ownership of any other person.

~~(7)~~ ~~Includes a stock option to acquire 5,000,000 shares of common stock at $0.10 per share.~~ The Stock Options vest with respect to (i) one-third of the shares of common stock upon January 31, 2018 and (ii) in 24 equal monthly tranches commencing on the January 31, 2018. Does not include 5,000,000 shares of restricted stock that Mr. Stoller may be entitled to acquire~~at a per share price of $0.0001 upon the Company being legally entitled to enter into a Restricted Stock Purchase Agreement in accordance with his Executive Retention Agreement.~~

(8) Includes 3,200,000 shares held by Multipolaris Corporation, 24,968,000 shares held by Interpolaris Pte. Ltd. and 19,200,000 held by MP Informatikai Kft. Mr. Vago is an officer and principal of each of these entities, and he may be deemed the beneficial owner or the shares held by such entities.

(9) Includes the following securities held by Mr. Rand: (i) 23,219,523 shares of common stock, (ii) a common stock purchase warrant to acquire 953,333 shares of common stock at $0.05 per share, (iii) a common stock purchase warrant to acquire 500,000 shares of common stock at $0.10 per share and (iv) a common stock purchase warrant to acquire 10,000,000 shares of common stock at $0.10 per share.

(10) Includes (i) 12,900,000 shares of common stock held by Mr. Garchik, (ii) 9,657,407 shares of common stock held by IDGS Investors LLC (“IDGS”), (iii) a common stock purchase warrant to acquire 5,500,000 shares of common stock at $0.05 per share issued on June 1, 2015 exercisable for a period of five years held by IDGS, (iv) a common stock purchase warrant to acquire 166,667 shares of common stock at $0.10 per share issued on September 25, 2015 exercisable for a period of five years, and (v) a common stock purchase warrant to acquire 312,500 shares of common stock at $0.10 per share issued on December 23, 2015 exercisable for a period of five years. Mr. Garchik serves as the manager of IDGS.

(11) Includes (i) 5,664,110 shares of common stock held directly by Mr. Greene, (ii) 6,599,872 shares of common stock held by the Trust FBO Emily Greene (the “Emily Trust”), which Mr. Greene serves as trustee, (iii) 6,599,872 shares of common stock held by the Trust FBO Victoria Greene (the “Victoria Trust”), which Mr. Greene serves as trustee, (iv) 2,500,000 shares of common stock held by Fifth Melville LLC, (v) a common stock purchase warrant held by Mr. Greene to acquire 1,041,667 shares of common stock at $0.10 per share issued on December 23, 2015 exercisable for a period of five years, (vi) a common stock purchase warrant held by the Emily Trust to acquire 550,000 shares of common stock at $0.10 per share issued on July 29, 2015 exercisable for a period of five years, (vii) a common stock purchase warrant held by the Victoria Trust to acquire 550,000 shares of common stock at $0.10 per share issued on July 29, 2015 exercisable for a period of five years, (viii) a common stock purchase warrant held by the Emily Trust to acquire 1,076,667 shares of common stock at $0.10 per share issued on September 3, 2015 exercisable for a period of five years, and (ix) a common stock purchase warrant held by the Victoria Trust to acquire 1,076,667 shares of common stock at $0.10 per share issued on September 3, 2015 exercisable for a period of five years.

(12) Includes (i) 13,495,890 shares of common stock held directly by Mr. Stern, (ii) 4,500,000 shares of common stock held by the Theodore Stern Revocable Trust (the “Trust”), which Mr. Stern serves as trustee, (iii) a common stock purchase warrant held by Mr. Stern to acquire 1,000,000 shares of common stock at $0.10 per share issued on April 19, 2016 exercisable for a period of five years at an exercise price of $0.10 per share and (iv) 875,000 shares of common stock that may be issued upon the conversion of interest accrued at $0.20 per share as of June 30, 2017 under that certain Unsecured Promissory Note due January 31, 2019 in the principal amount of $3,000,000 issued to the Trust.

The Board of Directors oversees our business and affairs and monitors the performance of management. In accordance with corporate governance principles, the Board does not involve itself in day-to-day operations. The directors keep themselves informed through discussions with the Chief Executive Officer and other key executives, visits to the Company’s facilities, by reading the reports and other materials that we send them and by participating in Board and committee meetings. Each director’s term will continue until the election and qualification of his or her successor, or his or her earlier death, resignation or removal. Except as set forth in this Proxy Statement, none of our directors held directorships in other reporting companies or registered investment companies at any time during the past five years. Our Board currently consists of five persons, four of whom have been nominated by the Company to stand for re-election. In addition, the Board has also nominated Theodore Stern as a director. Below is the biographical information pertaining to our executive officers and directors.

Mr. Thimot was appointed as ~~Chairman~~Chief Executive Officer and as a Director of our company on June 14, 2021. From 2018 through November 2020, Mr. Thimot served as Chief Executive Officer and Director of Socure, Inc., a leading provider of identity verification and fraud risk solutions. Prior to joining Socure, from September 2015 to October, 2018, Mr. Thimot served as CEO and Director of Clarity Insights a privately held provider of data science consulting acquired by Accenture plc. where he was responsible for all operational aspects of the ~~Board~~business. Prior to Clarity Insights, Mr. Thimot served as the Vice President of ~~Directors~~Cognizant Technology Solutions (Nasdaq: CTSH), a consulting firm and emerging business accelerator where he was responsible for all emerging services related to social, mobile, data analytics and cloud. Prior to 2015, Mr. Thimot held various roles and founded various businesses including his own consulting business, CaseCentral (an eDiscovery cloud-based software service now part of ~~Ipsidy, Inc. Douglas Solomon resigned~~Oracle), Kazeon (a data and analytics software provider now part of Dell), GoRemote, Netegrity and Enigma. Mr. Thimot started his career with Oracle, Price Waterhouse and Accenture and received his BS Mechanical Engineering from Marquette University.

Phillip Kumnick serves as Chairman of the Board of Directors of the Company ~~but continues~~and has been a director of the Company since 2020. Mr. Kumnick was appointed as CEO in May 2020 and served in the capacity through June 2021. From 2010 to 2018, Mr. Kumnick was Senior Vice President Global Acquirer Processing at Visa, Inc., and was the executive in charge of leading and growing Visa’s acquirer and merchant processing services and omni-channel solutions on a global basis. Mr. Kumnick was also a key contributor to the design of the Secure Remote Commerce (SRC) standard now being rolled out by the card brands, which aims to provide a simple and secure card payment experience. SRC uses tokenization to protect consumers’ sensitive data and intelligent identity authentication to help distinguish legitimate cardholders from fraudsters. Mr. Kumnick was the product owner and developer of Visa’s critical entry into encryption and tokenization products and services for their acquiring partners for transactions at the physical point of sale. Prior to joining Visa, Mr. Kumnick was the leader of the Cards & Payments practice of Cap Gemini Consulting from October 2009 through June 2010. Prior to Cap Gemini Consulting. Mr. Kumnick was a Senior Vice President at TSYS Acquiring Solutions from 2001 to 2009, with responsibility for leading the Product Management team and expanding the Company’s portfolio of merchant and acquirer products. He was also a leader of key M&A activities, including business development and strategic investment in Europe, Latin America and Asia, and helped expand TSYS’ client footprint to over 70 countries. Mr. Kumnick started his payments career at MasterCard International where he worked from 1988 to 2000, in various capacities, rising to Vice President & Chief Settlement Officer – Global Settlement Operations. In that role he was responsible for the 7 x 24 x 365 mission critical clearing and payment operations of a $3.0 billion per day global EFT and treasury operation. Mr. Kumnick was a strategic subject matter expert and key contributor to the evolution of MasterCard’s global processing functions. Mr. Kumnick has an MBA- Finance and a BS Finance from St. Louis University.

Mr. Cecil N. Smith III (“Tripp”) was appointed as President and Chief Technology Officer on June 14, 2021. Mr. Smith is a technologist and thought leader specializing in data, analytics and AI. His experience spans entrepreneurial ventures to Fortune 100 enterprises, centered around strategy, product engineering, sales, and building high performance data science and engineering teams. In 2011, Mr. Smith joined Clarity Insights, a RLH Equity and Salesforce Ventures-backed data consultancy with deep data science, artificial intelligence and machine learning expertise. There he worked with hyper scale technology companies ultimately rising to Chief Technology Officer. Mr. Smith led Clarity Insights to a $100MM+ ARR and an acquisition by Accenture AI in 2020. In 2020, Mr. Smith joined Socure Inc., a leading provider of identity verification and fraud risk solutions, as an advisor supporting Product, Technology, Marketing, and Sales functions. Mr. Smith previously held technical leadership roles at Hewlett Packard and the Advisory Board Company and is a graduate of the University of North Carolina at Chapel Hill.

Ms. Hang Thi Bich Pham (Annie) joined our company on June 20, 2022 as Chief Financial Officer. From July 2017 through April 2022, Ms. Pham served as Vice President and Chief Accounting Officer of SonicWall, Inc., a company engaged in computer and network security. Ms. Pham served as the Vice President of Finance and Corporate Controller for Applied Micro Circuits Corporation from September 2014 through June 2017. Prior to 2014, Ms. Pham held several roles with Broadcom, Hewlett Packard, Deloitte & Touche, KPMG, Grant Thornton and Ernst & Young. Ms. Pham received her MBA with a major in Corporate Finance from University of Sydney and her BA in Economics and Accounting from the National Economics University. Ms. Pham is a licensed Certified Public Accountant in the State of California.

Philip Broenniman was appointed a director of the Company in March 2020 and served as the President and Chief Operating Officer from May 2020-June 2021. Since 2011, Mr. Broenniman has been Managing Partner and Portfolio Manager for Varana Capital, LLC (“VCLLC”), an investment firm he co-founded in 2011. As part of the VCLLC investment strategy of cooperative engagement, Mr. Broenniman sits on or advises the Board of multiple public/private companies, working with each on strategic planning, operational dynamics, and balance sheet needs/restructuring. Prior to co-founding Varana Capital in 2011, he held the positions of Principal and Portfolio Manager at Visium Asset Management, LP; Managing Partner and Portfolio Manager at Cadence Investment Partners, LLC; and Investment Analyst with the Bass Family Office in Fort Worth, TX. He began his career at Salomon Brothers Inc. trading fixed-income futures and options. Mr. Broenniman earned a BS in Computer Science from Duke University in 1987, an MBA from the Darden School at the University of Virginia in 1993 and the Chartered Financial Analyst (CFA) designation in 2000.

Dr. Gorriz joined our company as a director on June 9, 2021. Dr. Gorriz was the Chief Information Officer and a member of the management team of Standard Chartered Bank, Singapore from 2015 through 2021. He also served Non-Executive Director of the Standard Charted Bank Hong Kong Board and the mox HK Board. Prior to that he served as Chief Information Officer at Daimler AG from 2007. Dr. Gorriz attended the University of Konstanz, the University of Freiburg and obtained his Doctorate in Engineering from the University of Stuttgart.

Mr. Koehneman joined our company as a Director on June 9, 2021. Mr. Koehneman previously held various positions at Pricewaterhouse Coopers, a global accounting firm, through 2020, including the Global Advisory Chief Operating Officer and Human Capital Leader from 2016 through 2019, the U.S. Advisory Operations Leader from 2005 through 2016 responsible for the oversight of Advisory services for PwC, including business unit performance, finance, investments, human resources, acquisitions, and administration, and the Lead Engagement Partner for Financial Statement Audits and Internal Control and Security Reviews from 1993 through 2004 for several public and private company audits. Since 2020 he has also served as a director and member of the Audit Committee of Aspen Group, Inc.

Ms. Patel joined our company as a Director on November 15, 2021. Neepa Patel is the Founder and CEO of Themis - a collaborative tech platform to help fintechs, banks and crypto companies create a strong governance, risk and compliance framework. Neepa has 15+ years of experience in various regulatory and compliance positions across the public and private sector. Prior to founding Themis in March 2020, she was the Head of Compliance for an enterprise blockchain company, R3 from 2016 through December 2019. Before that she had several risk and compliance positions at Deutsche Bank from 2014 to 2016 and at Morgan Stanley between 2011 and 2014. At Morgan Stanley, she helped develop a compliance framework for the newly formed banking entities, Morgan Stanley Bank and Morgan Stanley Private Bank post crisis. Neepa began her career as a Bank Examiner at the Office of the Comptroller of the Currency (OCC), where she worked from 2005 to 2011. Neepa attended Georgia Tech.

Mr. Trelin joined our company on April 18, 2022. Mr. Trelin is a senior, creative business and product leader, technologist and entrepreneur. Since June 2021, Mr. Trelin has served in a consultant capacity advising start-ups to mid-size companies on operations, product strategy and growth. From January 2016 to July 2019, Mr. Trelin served as the Chief Platform Officer of Clear Secure Inc. Mr. Trelin served as the VP Product, Digital Products at NBCUniversal, Inc. from January 2015 through January 2016 and in various roles including as Product Management & Technology Business Leader and General Manager for Amazon.com, Inc. from January 2009 to January 2015. Mr. Trelin also previously served as the Vice President, Product Development and IT for Standard and Poor’s. Mr. Trelin received a Masters Equivalent in Computer Science from Hofstra University and a BA in Sociology from the State University of New York Albany.

Ms. White joined our company as a Director on June 9, 2021. Ms. White has been a leader in enterprise technology software and IT consulting for the past 25 years. Ms. White has held global positions at SAP, Oracle, and Accenture, always leading diverse, high performing organizations around the world. After leading the Banking & Capital Markets line of business of DXC Technology Co. (NYSE: DXC) as Senior Vice President and Practice Lead from September 2019 to January 2021, Ms. White joined in January 2021 the Executive Management Team of Temenos AG (Six: TEMN), a company specializing in enterprise software for banks and financial services, as the President of the Americas Region. From January 2018 through September 2019, Ms. White served as the Chief Revenue Officer of Saltstack, a VM Ware Company, and from January 2015 through January 2018 as Global Senior Vice President Global FSI Consulting for SAP (NYSE: SAP). Prior to joining SAP, Ms. White held various positions with Accenture Services Pvt. Ltd., Oracle, BearingPoint and Novell. Ms. White was named by Utah Business Magazine as “Top Executives to Watch” in July 2020. Ms. White received a BA in Comparative Literature from Brigham Young University and a Leadership Certificate from Boston University.

During 2021, the Board of Directors held nine meetings as well as committee meetings, as outlined below. Each director attended all of the meetings of the Board and all of the meetings held by all committees on which such director served. The Board also approved certain actions by unanimous written consent.

The Board of Directors has standing Audit, Compensation, and Governance Committees. Information concerning the function of each Board committee follows.

The Audit Committee is responsible for overseeing management’s implementation of effective internal accounting and financial controls, supervising matters relating to audit functions, reviewing and setting internal policies and procedures regarding audits, accounting and other financial controls, reviewing the results of our audit performed by the independent public accountants, and evaluating and selecting the independent public accountants. The Audit Committee has adopted an Audit Committee Charter which is posted on the Corporate Governance page under the tab labeled “Board Committees” on our Investor Relations website at https://investors.authid.ai. The Board has designated Michael Koehneman as the “audit committee financial expert” as defined by the SEC. During 2021, the Audit Committee held five meetings.

The Compensation Committee determines matters pertaining to the compensation of our named executive officers and administers our stock option and incentive compensation plans. The Compensation Committee has adopted a Compensation Committee Charter which is posted on our which is posted on the Corporate Governance page under the tab labeled “Board Committees” on our Investor Relations website at https://investors.authid.ai. During 2021, the Compensation Committee held three meetings and also approved certain actions by unanimous written consent.

The Governance Committee is responsible for considering potential Board members, nominating Directors for election to the Board, implementing the Company’s corporate governance policies, recommending compensation for the Board and for all other purposes outlined in the Governance Committee Charter, which is posted on the Corporate Governance page under the tab labeled “Board Committees” on our Investor Relations website at https://investors.authid.ai. During 2021, the Governance Committee held two meetings.

As provided in its charter, the Governance Committee is responsible for identifying individuals qualified to become directors. The Governance Committee seeks to identify director candidates based on input provided by a number of sources including (1) the Governance Committee members, (2) our other directors, (3) our stockholders, (4) our Chief Executive Officer or Chair of the Board, and (5) third parties such as service providers. In evaluating potential candidates for director, the Governance Committee considers the entirety of each candidate’s credentials.

Qualifications for consideration as a director nominee may vary according to the particular areas of expertise being sought as a complement to the existing composition of the Board of Directors. However, at a minimum, candidates for director must possess:

While the Governance Committee does not have a formal policy with respect to diversity, it believes that it is important that the Board members represent diverse viewpoints, with a broad array of experiences, professions, skills and backgrounds that, when considered as a group, provide a sufficient mix of perspectives to allow the Board to best fulfill its responsibilities.

The Board believes that a diverse membership having a variety of skills, styles, experience and competencies is an important feature of a well-functioning board. Accordingly, the Board believes that diversity of viewpoints, backgrounds and experience (inclusive of gender, age, race and ethnicity) should be a consideration in Board succession planning and recruiting. In recent years, the Governance Committee has taken this priority to heart in its nominations process, and the diversity of the Board has grown significantly. Two of the eight current members of the Board are female one of which also self identifies as an underrepresented minority, as compared to none as recently as a year ago, satisfying The Nasdaq Stock Market, LLC Listing Rules’ (the “NASDAQ Listing Rules”) objective for listed companies to have at least two diverse directors, including one who self-identifies as female and one who self-identifies as either an underrepresented minority or LGBTQ+. The chart below provides certain information regarding the diversity of the Board as of June 27, 2022.

The Board recognizes that the leadership structure and combination or separation of the CEO and Chairman roles is driven by the needs of the Company at any point in time. As a result, no policy exists requiring combination or separation of leadership roles and our governing documents do not mandate a particular structure. This has allowed the Board the flexibility to establish the most appropriate structure for the Company at any given time.

In June 2021, the Board elected to separate the role of Chief Executive Officer and Chairman of the Board of Directors. Mr. Thimot was appointed ~~as Executive Director, Government Relations and Enterprise Security. In addition, Thomas Szoke resigned~~ as Chief Executive Officer ~~to be appointed Chief Technology Officer but continues~~and as a ~~director.~~

~~On January 31, 2017, Philip D. Beck was appointed~~Director of our company on June 14, 2021. Mr. Kumnick, who served as our Chief Executive Officer until June 2021, continues to serve as Chairman of the Board of Directors ~~Chief Executive Officer~~of the Company and President of Ipsidy. Mr. Beck, prior to joining our Company served as Chairman, Chief Executive Officer and President from 1999 until 2014 and Chairman from 2014-2015 of Plant Payment Inc., a leading international payment processing company doing business in 24 countries. (Nasdaq: PLPM). Mr. Beck served ashas been a director of ~~Bluefin Payment Systems from 2013 to 2014. Since 2014, Mr. Beck has served as managing member of Parity Labs, LLC (“Parity”), a private consulting firm and~~the Company since 2015, as Chairman, a Member and Cofounder of Bridgeworks LLC, a company providing office facilities to emerging companies owned by Mr. Beck and family (“Bridgeworks”). Since 2015, Mr. Beck has also been a member in a real estate holding company principally owned by Mr. Beck and family. Mr. Beck previously practiced for almost 20 years as an international banker and lawyer.

~~Douglas Solomon serves as Executive Director, Government Relations and Enterprise Security and a Director~~2020. The Board believes that the separation of the ~~Company. Mr. Solomon is~~Chairman of the ~~Founder~~Board and CEO roles currently provides the most efficient and effective leadership model for the Company as it encourages free and open dialogue regarding competing views and provides for strong checks and balances. Specifically, the balance of ~~ID Solutions Inc.,~~powers among our CEO and ~~has over 30 years~~the Chairman of ~~hands-on experience in~~the Board facilitates the active participation of all directors and enables the Board to provide more effective oversight of management. In addition, the Board believes that this separation enables our CEO to focus on the management and operations of ~~high-tech international corporations~~our business and ~~their subsidiaries. His experience includes over 18 years in international sales and marketing within~~ the high-tech industry. Prior to founding ID Solutions, Douglas held various positions as President and/or CEO of various US-based and international companies. His experience and responsibilities include every aspect of running a business, people management, financial controls, resource planning and expansion/growth strategy of the company and its stakeholders. As a graduate of the University of the Witwatersrand, he started his career with Hewlett Packard in South Africa in 1979 and in 1985 left HP to start one of the largest HP OEM’ s in Africa, under the banner of the then publicly traded “Square One Solutions Group”. In partnership with various local and international companies, Douglas has been instrumental in establishing a beachhead for numerous new ventures in a variety of high-tech focused opportunities.

Thomas R. Szoke serves as Chief Technology Officer and a Director of the Company. Mr. Szoke is a co-founder of the Company and has over 25 years of product engineering, global sales and operations management experience. He has held several executive positions in the Company and has successfully led it from its inception to its listing on the OTC Stock Market as well as expanding its market presence and product portfolio through strategic acquisitions in the United States, South America and Africa. Mr. Szoke pioneered the concept and development and ~~is the inventor~~implementation of ~~Ipsidy’s Intelligent Accessory product lines as well as its Multi-Factor Out-of-Band Identity Verification and Transaction Authentication Platform.~~

Prior to founding IPSIDY Inc. Mr. Szoke spent 23 years with Motorola, Inc. holding various management positions in field and product engineering, systems integration, program management and sales. He spent the last 10 years of his career at Motorola in the Biometrics Industry as Director of Integration and Project Management and then Director of Global Business Development for Civil Biometrics. From 2008-2011, Mr. Szoke was President of Thomas Szoke LLC, a technology consulting company focused on identity management and secure credentialing solutions. Mr. Szoke holds a degree in Electrical Engineering and Applied Mathematics from the University of Akron, in Ohio and is fluent in English and Hungarian.

Herbert Selzer serves as an Independent Director of the Company. Mr. Selzer is an attorney based on New York, New York with a focus in corporate, international estate planning, trust and estates and wealth management. Mr. Selzer has been with Loeb, Block & Partners LLP since 1972 and became a partner in 1978. Prior to 1972, Mr. Selzer was employed by Ernst & Young. Mr. Selzer holds a BS Economics from Brooklyn College, a JD from George Washington University Law Center, an LLM in Taxation from New York University Law School and an LLM from New York City School of Law.

Ricky Solomon serves as an Independent Director of the Company. From 1983 to 1998 Mr. Solomon held several positions at Wechsler & Co. (“Wechsler”), a broker dealer focused on convertible securities. During his tenure Mr. Solomon became a partner and a managing director in charge of trading at Wechsler. After spending 15 years at Wechsler, Mr. Solomon joined Paloma as a portfolio manager where he ran a convertible arbitrage book as well as a long short equity book focused on technology stocks from 1998 to 2000.

In 2000, Mr. Solomon became a founding partner of Amaranth, a multi-strategy market neutral hedge fund that grew to almost $10 billion in assets by 2006. There, Mr. Solomon ran global convertible arbitrage and a long short equity book and he was also was a member of the executive committee until leaving Amaranth in 2006. Mr. Solomon joined Verition, another multi- strategy market neutral fund, in 2008 and remained there until 2014. Mr. Solomon joined Tripoint Global Equities from 2015 through mid-2016. Mr. Solomon currently serves on the board of Aspen University, (OTCQB: ASPU) a for profit on-line higher learning institution. Through the years, Mr. Solomon has structured many financings, both public and private and in multiple industries. He also has been a very active venture capital investor. Mr. Solomon graduated from Emory University in 1983 with a BBA in finance. Mr. Solomon is a limited investor in Renrel Partners LLC (“RPLLC”). RPLLC has entered a branch office relationship with Network 1 Financial Securities Inc. pursuant to which RPLLC provides administrative services relating to the management of a branch office.

Mr. Stern has served in several executive positions in the energy and software industries over his career. He currently is a member of the Board of Directors of EnSync, Inc. and serves on the Governance, Audit, and Compensation Committees. EnSync develops and manufactures innovative energy management systems solutions. Previously he served asstrategic initiatives, while our Chairman of the Board of inContact Inc. from 2000 to 2016 (when the company was acquired). He was Chairman and CEO from 2000 to 2005 when the positions were split. He oversaw the acquisition of four companies and the transition of inContact from a telecommunications company to a rapidly growing software-as-a-service company.

~~Mr. Stern also was a Senior Executive Vice President and member of~~leads the Board in the performance of Directors of Westinghouse Electric Corporation until his retirement. In his last position at Westinghouse Electric, Mr. Stern was responsible for multiple business units. Mr. Stern served as Vice Chairman of the Board of Directors of Superconductivity, Inc. of Madison, Wisconsin, a small technology company, until it was acquired in April 2007. Mr. Stern also served on the Board of Directors of Copperweld Corporation of Pittsburgh, Pennsylvania, a privately-owned steel and cable manufacturer, until its acquisition by LTV. Mr. Stern also served on the Board of Directors of Northern Power Systems of Waitsfield, Vermont, a privately-owned manufacturer of renewable and distributed generation systems until it was acquired by Distributed Energy Systems Incorporated (DESC). Mr. Stern also served on the board of directors of DESC. Mr. Stern holds a Bachelor of Science degree in Mechanical Engineering from the Pratt Institute and a Master of Arts degree in Theoretical Mathematics from New York University. He is a fellow of the American Society of Mechanical Engineers and a member of the National Academy of Engineering. He is the author of a number of technical papers on nuclear power technology.

Mr. Stern brings over 26 years of experience serving as a director with public companies to our Board of Directors. This experience, which includes service as Chairman and as a member of Audit, Compensation, and Governance Committees, provides our Board of Directors with a valuable perspective regarding public company governance, corporate management and strategy and board practices.

On January 31, 2017, Stuart Stoller was appointed Chief Financial Officer of the Company. Mr. Stoller. Prior to joining the Company served as Chief Financial Officer and Board Member for TestAmerica Environmental Services LLC from May 2015 to October 2016. From December 2013 to April 2015, he was the Chief Financial Officer of Associated Food Stores. Mr. Stoller served as Chief Financial and Administrative Officer for Sleep Innovations from August 2009 to October 2013. Prior to joining Sleep Innovations, Mr. Stoller served various roles with the New York Times Company including Senior Vice President for Process Reengineering and Corporate Controller.

On January 26, 2017, the Board of Directors accepted the resignations of Andras Vago, David Jones and Charles Albanese. In addition, the Board of Directors accepted Mr. Albanese’s resignation as Chief Financial Officer.

Pursuant to Rule 4200 of The NASDAQ Stock Market one of the definitions of an independent director is a person other than an executive officer or employee of a company. The Company’s board of directors has reviewed the materiality of any relationship that each of the directors has with the Company, either directly or indirectly. Based on this review, the board has determined that there are presently two (2) independent directors.

The Board, led by the Audit Committee, is actively involved in overseeing our risk management processes. The Board focuses on our general risk management strategy and ensures that appropriate risk mitigation strategies are implemented by management. Further, operational and strategic presentations by management to the Board at Board meetings include consideration of ~~Directors (the “Board”) has not established any committees.~~the challenges and risks of our businesses, and the Board and management actively engage in discussion on these topics. In addition, each of the Board’s committees considers risk within its area of responsibility.

There isare currently no ~~pending, threatened or actual~~ legal proceedings, and during the past 10 years there have been no legal proceedings, that are material to the evaluation of ~~a material nature in which~~ the ~~Company is a party.~~ability or integrity of any of our directors.

There are no family relationships among our directors and executive officers. There is no arrangement or understanding between or among our executive officers and directors pursuant to which any director or officer was or is to be selected as a director or officer.

To our knowledge, during the last ten years, none of our directors and executive officers has:

To our knowledge, none of our directors and executive officers has at any time been subject to any proceedings:

We have adopted a Code of Business Conduct and Ethics Policy (the “Code of Ethics”) that applies to all directors and ~~officers.~~officers, which is posted on the Corporate Governance page under the tab labeled “Board Committees” on our Investor Relations website at https://investors.authid.ai. The Code of Ethics describes the legal, ethical and regulatory standards that must be followed by the directors and officers of the Company and sets forth high standards of business conduct applicable to each director and officer. As adopted, the Code of Ethics sets forth written standards that are designed to deter wrongdoing and to promote, among other things:

~~Stockholder Communications~~Section 16(a) Beneficial Ownership Reporting Compliance

~~Stockholders requesting communication~~Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and executive officers and persons who own more than 10% of the issued and outstanding shares of our common stock to file reports of initial ownership of common stock and other equity securities and subsequent changes in that ownership with the SEC. Officers, directors ~~can do so~~and greater than ten percent stockholders are required by ~~writing~~SEC regulation to ~~Ipsidy Inc., c/o Chief Financial Officer, 780 Long Beach Boulevard, Long Beach, New York 11561 or emailing~~furnish us with copies of all Section 16(a) forms they file. To our knowledge, based solely on a review of the copies of such reports furnished to ~~stuartstoller@Ipsidy.com. At this time we do not screen communications received~~us and ~~would forward any requests directly~~written representations that no other reports were required, during the fiscal year ended December 31, 2021 all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners were complied with.

The following table sets forth the compensation of non-management Directors earned during 2021.

In May 2021, the Board resolved to adopt a new compensation policy for non-management directors, comprising the following:

During 2021, the Company recorded stock option expense for grants to the ~~named director. If no director~~non-management directors for approximately $163,360 for each of Herbert Selzer and Theodore Stern, $90,000 for each of Michael Gorriz, Michael Koehneman, Sanjay Puri, and Jacqueline White and $11,250 for Neepa Patel.

Previously, the non-employee Directors earned $72,000 per annum for Board membership, inclusive of all Board meeting and committee meeting attendance fees in the form of a stock grant and they earn an additional annual retainer for service on each committee of $5,000. The Company has recorded the expense associated with Board compensation but has not granted or paid fees since October 2020. Total Board compensation recorded in 2020 was ~~named~~approximately $349,000 of which $47,000 was the retainer for Board Committees and the balance of $302,000 was the retainer for service on the Board. Mr. Stern and Mr. Selzer each earned $15,000, Mr. Kumnick and Mr. Beck each earned $6,250, Mr. Broenniman earned $3,750 and Mr. Solomon $833.

In March 2020, the Company entered into a restricted stock purchase agreement with Phillip Kumnick, providing Mr. Kumnick with the right to acquire 50,000 shares of common stock at par value subject to the Vesting Criteria (as defined in the stock purchase agreement). On Philip Broenniman’s appointment, the Company entered into a ~~general inquiry,~~restricted stock purchase agreement with him, providing Mr. Broenniman with the ~~Chief Financial Officer would contact either~~right to acquire 50,000 shares of common stock at par value subject to the ~~Chair~~Vesting Criteria. The Vesting Criteria were met in 2021 and as a result the Company recorded a restricted stock expense of $127,500 each for Mr. Phillip Kumnick and Mr. Philip Broenniman.

On April 18, 2022, Joseph Trelin, as Mr. Garchik’s designee under the Facility Agreement, was appointed as a member of the Board of Directors orof the ~~chairperson~~Company. In accordance with the compensation policy for non-management directors, Mr. Trelin was granted an initial equity award comprising an option over 100,897 common shares, having a Black Scholes value on the date of ~~a particular committee, if any, as appropriate. We do not provide~~grant of $270,000, subject to annual vesting of one-third of the ~~physical address, email address, or phone numbers~~common shares over three years on the date of ~~directors to outside parties without a Director’s permission.~~each Annual Meeting commencing with the 2023 Annual Meeting.

~~The following table reflects~~In May 2022, the Board resolved to adopt a new compensation ~~to each non-executive director of~~policy for non-management directors, comprising the ~~Company during the year ended December 31, 2016:~~following:

●

After each Annual Meeting, commencing with the first Annual Meeting at which a director is re-elected to the Board, each director would receive a grant of options having a Black Scholes value of $90,000, subject to one year vesting (one twelfth earned each month). If the director does not serve the full year, then they will lose a proportionate part of the award.

●

The non-management directors shall receive the following cash compensation with respect to meetings occurring in or after June 2022:

	(a)	For attendance at each Board or Committee meeting of the Company, each director, who is not a committee chair, shall receive the sum of $2,000.

	(b)	For attendance at each Board or Committee meeting of the Company, each director, who is a committee chair shall receive the sum of $2,500.

	(c)	For attendance at each Board or Committee meeting of the Company, which lasts more than 2 hours, in lieu of the above sums, each director shall receive the sum of $1,000 per hour duration of such meeting.

	(d)	When Board and Committee meetings are held on the same day, the meetings shall be treated as a single meeting for the purpose of determining compensation.
��

(e)

Payment shall be made quarterly in arrear in the month following completion of each fiscal quarter commencing July 2022 for the 2nd quarter.

EXECUTIVE COMPENSATION

Executive Compensation

The below table sets forth information concerning all cash and ~~noncash~~non-cash compensation awarded to, earned by or paid to (i) all individuals serving as the Company’s principal executive officers or acting in a similar capacity during the last two completed fiscal years, regardless of compensation level, and (ii) the Company’s two most highly compensated executive officers other than the principal executive officers serving at the end of the last two completed fiscal years (collectively, the “Named Executive Officers”).

~~Summary Compensation Table~~SUMMARY COMPENSATION TABLE

Name and Year Salary
($) Bonus
($) Stock
Awards
($) Option
Awards
($) Non-Equity
Incentive
Plan
Compensation
($) Nonqualified
Deferred
Compensation
Earnings
($) All
Other
Compensation
($) Total
($)
Thomas Szoke 2016 275,000 1,763.533 2,038,533
CTO and Director⁽¹⁾ 2015 275,000 1,658,298 1,933,298

Douglas Solomon 2016 250,000 3,527,065 3,777,065
Executive Director and Director⁽²⁾ 2015 83,333 3,316,596 145,833 3,545,762

Charles D. Albanese 2016 200,000 22,426 222,426
Former CFO and Director⁽³⁾ 2015 133,333 4,876 138,209

Maxim Umarov 2016 150,000 735,384 885,384
Director of Innovation and Technology⁽⁴⁾ 2015 68,750 354,316 423,066

Name and	Year		Salary ($)		Bonus ($)		Stock Awards (S)		Option Awards (S)		Non-Equity Incentive Plan Compensation ($)		All Other Compensation ($)		Total ($)
Phillip Kumnick		2021		65,939		-		127,500		2,201,498		-		-		2,394,937
Chairman of the Board, Former CEO and President (1)		2020		85,813		-		-		287,481		-		-		373,394

Thomas Thimot		2021		168,542		-		-		5,272,000		75,000		-		5,515,542
CEO (2)		2020		-		-		-		-		-		-		-

Philip Beck		2021		-		-		-		-		-		-		-
Former Chairman of the Board and Chief Executive Officer (3)		2020		138,889		-		-		-		-		308,104		446,993

Cecil Smith III		2021		140,073		50,000		-		2,636,000		75,000		-		2,901,073
President and CTO(4)		2020		-		-		-		-		-		-		-

Thomas Szoke		2021		252,083		-		-		138,000		206,250		305,000		901,333
Chief Solutions Architect and Former Director (5)		2020		275,000		-		-		-		-		-		275,000

Stuart Stoller		2021		237,500		-		500,000		414,000		393,750		-		1,545,250
CFO (6)		2020		237,500		-		-		127,500		-		-		365,000

(1)

⁽¹⁾

~~On January 31, 2017, Thomas Szoke resigned~~Mr. Kumnick was hired as Chief Executive Officer ~~to be appointed Chief Technology Officer. Mr. Szoke agreed to continue as a director.~~In 2015, Mr. Szoke was awarded 10,000,000 options which will vest in four installments over a 12 month period beginning September 25, 2015, of which 10,000,000 were exercisable as of December 31, 2016 and carried an associated expense to the Company in 2016 and 2015 of $1,763,533 and $1,658,298. In 2016, the term of the granted stock options were extended to ten years from five years and an additional expense of $105,235 was incurred. Mr. Szoke has not exercised or realized any gain on ~~these options as of the submission of this report.~~

⁽²⁾

On January 31, 2017, Douglas Solomon resigned as Chairman of the Board of Directors of the Company and COO but agreed to continue as a director and was appointed as Executive Director, Government Relations and Enterprise Security.In 2015, Mr. Solomon agreed to defer $145,833 in salary in order to assist the company with its cash flow. He also received 20.000.000 options which will vest in four installments over a 12 month period beginning September 25, 2015 of which 20.000.000 were exercisable as of December 31. 2016 and carried an associated expense to the company in 2016 and 2015 of $3,527,065 and $3,316,596. In 2016, the term of the granted stock options was extended to ten years from five years and an additional expense of $210,469 was incurred. Mr. Solomon has not exercised or realized any gain on these options as of the submission of this report.

⁽³⁾

~~Mr. Albanese was hired on April 15, 2015~~May 22, 2020 and as part of his compensation package was granted ~~3.500.000~~1,111,111 stock options ~~which will vest in eight installment over two years,~~(“2020 Stock Options”) of which ~~2,625,000 were exercisable as~~20% vest at grant date and the balance vest subject to performance conditions. As of December 31, ~~2016~~2021, all of Mr. Kumnick’s 2020 Stock Options were vested and ~~carried an associated expense~~exercisable as the performance obligations were met in 2021 for the 2020 Stock Options. In December 2019, Mr. Kumnick was granted 100,000 stock options (66,667 vested) in connection with his appointment to the ~~company in 2016~~Board of Directors. In May 2021, Mr. Kumnick was granted an additional 583,333 stock options (“2021 Stock Options”) of which 9,018 were vested and ~~2015 of 22.426 and $4.876. In 2016, the term~~vesting of the ~~granted~~remainder of which is subject to performance conditions. In November 2021, Mr. Kumnick agreed to cancel 300,000 of the 2021 Stock Options. None of such 300,000 2021 Stock Options were vested and included in the Executive Compensation table is the grant date fair value of the remaining 2021 stock options net of the amount canceled. Additionally, in March 2020, Mr. Kumnick was ~~extended to ten years from years~~granted 50,000 shares of restricted stock that vested in 2021 upon attainment of the performance conditions. The stock option and ~~an additional expense~~restricted stock aggregate grant date fair value in 2020 were approximately $1,268,000 and $127,500 respectively. The restricted stock award of ~~$46,678~~$127,500 was ~~incurred.~~earned and reported in 2021 as the performance conditions were met. Mr. ~~Albanese~~Kumnick has not exercised or realized ~~any~~a gain on any of these options or realized a gain on the remaining stock award shares as of the date of this report. The amount reported in the executive compensation has been updated in 2020 to reflect the 2021 presentation. Furthermore, the bonus entitlement of $64,980 agreed to in 2020 lapsed upon Mr. Kumnick’s resignation as Chief Executive Officer in June 2021.

(2)

Mr. Thomas Thimot was hired as Chief Executive Officer on June 14, 2021. Mr. Thimot and the Company entered into an Offer Letter pursuant to which Mr. Thimot will earn an annual salary of $325,000 with a bonus target at 50% of the base salary (pro-rated for 2021) upon terms to be agreed with the Compensation Committee for 2021, which was finally determined to be $75,000 and on the understanding that the 2022 target will include a requirement of the Company achieving three times the annual revenue of 2021. The Compensation Committee approved a bonus of $75,000 for 2021 on January 25, 2022. Additionally, Mr. Thimot was granted an option to acquire 1,200,000 shares of common stock at an exercise price of $7.80 per share for a term of ten years of which half of the options vest monthly over four years and the balance is subject to certain performance vesting requirements. The aggregate grant date fair value of Mr. Thimot’s stock options was $5,272,000. Mr. Thimot has not exercised or realized a gain on his vested stock options as of the date of the submission of this report. Mr. Albanese resigned as Chief Financial Officer and Director of January 24, 2017 and the Company paid Mr. Albanese in 2017, $43,462 representing unpaid salary, deferred salary, vacation entitlement and one month’s pay.report

(3)

⁽⁴⁾

Mr. ~~Umarov~~Beck was hired on ~~July 1, 2015~~January 31, 2017 and as part of his compensation package was granted ~~3,500.000~~500,000 stock options which ~~will vest in eight installment~~vested 1/3 immediately effective January 31, 2017 with the balance over two years and 500,000 shares of restricted stock which shares vest upon attainment of certain performance thresholds.

On May 22, 2020, the Company and Mr. Beck entered into a separation letter agreement, which provided for payment to Mr. Beck of one year’s severance in the amount of $350,000 plus the cost of medical benefits, payable in accordance with the terms of Mr. Beck’s Retention Agreement. During 2020, the Company paid Mr. Beck $287,500 plus his monthly medical insurance premiums. The remaining $87,500 was paid in February 2021. On October 30, 2020, pursuant to the terms of Mr. Beck’s Restricted Stock Agreement, as amended by the Separation Agreement, the Company repurchased for $1.00 the 500,000 shares of restricted stock.

(4)

Mr. Smith was hired as President and CTO on June 14, 2021. Mr. Smith and the Company entered an into an Offer Letter pursuant to which Mr. Smith will earn an annual salary of $275,000 with a bonus target at 50% of the base salary (pro-rated for 2021) upon terms to be agreed with the Compensation Committee for 2021, which was finally determined to be $75,000. The Compensation Committee approved a bonus of $75,000 for 2021 on January 25, 2022. In addition, Mr. Smith received a bonus of $50,000 after 90 days of service. Additionally. Mr. Smith was granted an option to acquire 600,000 shares of common stock at an exercise price of $7.80 per share for a term of ten years of which ~~2,625,000 were exercisable as of December 31, 2016 and carried an associated expense to the company in 2016 and 2015 of $735,384 and $354,316. In 2016, the term~~half of the ~~granted stock option was extended to ten years from five~~options vest monthly over four years and ~~an additional expense~~the balance is subject to certain performance vesting requirements. The aggregate grant date fair value of ~~$20,540~~Mr. Smith’s stock options was ~~incurred.~~$2,636,000. Mr. ~~Umarov~~Smith has not exercised or realized ~~any~~a gain on ~~these~~his vested stock options as of the date of the submission of this report

(5)

Mr. Szoke was the Chief Solutions Architect and Former Director of the Company. Pursuant to Mr. Szoke’s Executive Retention Agreement, he would earn additional compensation if certain performance targets were met. The targets for Mr. Szoke were not met in 2020 The targets were met in 2021 upon the Company’s up-listing to Nasdaq and Mr. Szoke was paid an additional payment of approximately $206,000. Mr. Szoke retired in November 2021 and received an agreement to receive $305,000 over the ensuing year in lieu of his executive retention agreement. Additionally, the Company accelerated the vesting of the stock options granted in 2021. Mr. Szoke has not exercised or realized a gain on any of his vested stock options as of the date of the submission of this report.

(6)

Mr. Stoller was hired on January 31, 2017 and as part of his compensation package was granted 166,667 stock options which vest over three years and 166,667 shares of restricted stock which shares vest upon attainment of certain performance criteria. In October 2020 and May 2021, Mr. Stoller was granted 83,333 and 100,000 stock options which each vest over three years. The aggregate grant date fair value of the 2021 and 2020 stock options were $414,000 and $127,500. As of December 31, 2021, 194,445 of the stock options granted were vested and exercisable and the restricted stock (166,667 common shares) vested in 2021 as a result of satisfaction of the performance conditions. Mr. Stoller sold 95,000 shares of common stock in 2021 to pay the estimated income tax obligations resulting from the vesting of the restricted stock. Mr. Stoller has not exercised or realized a gain on the remaining stock award shares or vested stock options as of the date of the submission of this report. ~~In January 2017,~~Pursuant to Mr. Stoller’s Executive Retention Agreement, he would earn additional compensation if certain performance targets were met. The targets for Mr. Stoller were not met in 2020. The targets were met in 2021 upon the Company’s up-listing to Nasdaq and Mr. ~~Szoke’s appointment as CTO,~~Stoller was paid an additional payment of approximately $356,000. Additionally, Mr. ~~Umarov~~Stoller received a discretionary bonus of $37,500 for 2021. which was ~~appointed asDirector of Innovation and Technology.~~paid in 2022. Mr. Stoller retired on June 17, 2022.

~~The compensation shown above is presented for the calendar year 2016~~Messrs. Thimot and ~~2015, respectively,~~Smith and ~~represents salaries and compensation payable to the officers noted above in connection with their services for the Company~~

As of December 31, 2016, there was accrued compensation in the amount of $145,833 that was due to a Company’s officer. Of this amount, 50% will be paid in nine months in equal monthly installments on the last day of the month. The balance of the amount due will be paid upon the Company raising not less than $15,000,000 in gross proceeds in investment funding (whether debt or equity).

~~Mr. Beck, Mr. Szoke, Mr. Solomon and Mr. Stoller~~Ms. Pham each are party to an Executive Retention Agreement to encourage the Executive to continue to devote the Executive’s full attention and dedication to the success of the Company, and to provide specification compensation and benefits to the Executive in the event of a Termination Upon Change of Control or certain other terminations pursuant to the terms of this Agreement. These agreements include payment of salary and other benefits for ~~specified periods~~one year in addition to acceleration and vesting of certain stock compensation plans.

~~Except as outlined below under “Executive Employment Agreements”, there are no current plans to pay or distribute any cash or non-cash bonus compensation to officers of the Company for 2016.~~

On January 31, 2017, in connection with the execution of Executive Retention Agreements, as more fully described below, certain executive officers may receive additional compensation if certain performance thresholds are met in 2017 which would be payable in 2018. However, the Board of Directors may allocate salaries and benefits to the officers in its sole discretion.

The members of the Board of Directors may receive, if the Board so decides, a fixed fee and reimbursement of expenses, for attendance at each regular or special meeting of the Board, although no such program has been adopted to date. The Company currently has no retirement, pension, or profit-sharing plan covering its officers and ~~directors; however,~~directors, other than a 401K Plan in which officers may participate upon the same terms as other employees of the Company. The Company ~~implemented in 2017 a plan to provide health~~provides medical benefits ~~for the employee only~~ on a cost sharing basis and ~~allows for family coverage at~~has a dental plan which is fully paid by the employees cost. ~~See~~(See “Executive Agreements” below.)

Grant of Plan-Based Awards

During the calendar year ended December 31, 2021, the following grants were made to named executive officers:

●

The Company granted Mr. Thimot and Mr. Smith stock options to acquire 1,200,000 and 600,000 shares of common stock respectively upon their employment of which half of the options vest monthly over four years and the balance vest upon the achievement of certain market capitalization thresholds or performance conditions.

●

The Company granted Mr. Kumnick stock options to acquire 583,333 shares of common stock that vest upon the achievement of certain market capitalization thresholds or performance conditions. In November 2021 Mr. Kumnick agreed to cancel 300,000 of these stock options in consideration of removing certain service conditions.

●

In May 2021, Mr. Stoller was granted 100,000 stock options which vest over three years. The Board resolved to vest these options on Mr. Stoller’s retirement in June 2022

During the calendar year ended December 31, 2020, the following grants were made to the named executive officers.

	●	Mr. Kumnick in connection with his employment agreement was granted 1,111,111 stock options of which 20% were vested at grant date and the balance vest subject to performance conditions. Mr. Kumnick was also granted 50,000 shares of restricted stock which shares vest upon attainment of certain performance thresholds.

	●	In October 2020, Mr. Stoller was granted 83,333 stock options which vest over three years. The Board resolved to vest these options on Mr. Stoller’s retirement in June 2022

As previously described, in connection with their respective employment arrangements, Philip Beck and Stuart Stoller were awarded 500,000 and 166,667 common stock options in 2017. Additionally, Philip Beck and Stuart Stoller received 500,000 and 166,667 restricted common shares in 2017. On October 30, 2020, pursuant to the terms of Mr. Beck’s Restricted Stock Agreement, as amended by the Separation Agreement, the Company repurchased for $1.00 the 500,000 shares of Unvested Restricted Stock

There were no other grants of plan-based awards or common stock options, to named executive officers during the years ended December 31, 2021 and 2020.

Outstanding Equity Awards to Executive Officers

The following table sets forth information with respect to outstanding equity awards held by our named executive officers as of December 31, 2021.

	Option Awards
Executive Officer (a)	Number of Securities Underlying Unexercised Options Exercisable (#) (b)		Number of Securities Underlying Unexercised Options Unexercisable (#) (c)		Equity Incentive Plan Awards Number of Securities Underlying Unexercised Unearned Options (#) (d)		Option Exercise Price ($) (e)		Option Expiration Date (f)

Phillip Kumnick		1,111,111		-		-	$	2.10	5/22/2025
Phillip Kumnick		66,667		33,333		-	$	1.65	12/10/2029
Phillip Kumnick (1)		-		-		283,333	$	7.20	5/5/2031
Phillip Kumnick		9,018		-		-	$	7.20	5/5/2031
		-		10,238		-	$	15.16	12/28/2031

Thomas Thimot (1)		75,000		525,000		600,000	$	7.80	6/14/2021

Tripp Smith (1)		37,500		262,500		300,000	$	7.80	6/14/2021

Philip Beck		99,996		-		-	$	1.50	8/12/2026
Philip Beck		500,000		-		-	$	3.00	1/31/2027
Philip Beck		9,018		-		-	$	7.20	5/5/2031

Stuart Stoller		166,667		-		-	$	3.00	1/31/2027
Stuart Stoller		27,778		55,556		-	$	2.78	10/6/2030
Stuart Stoller		-		100,000		-	$	7.20	5/5/2031

Thomas Szoke		333,333		-		-	$	13.50	9/25/2025
		33,333		-		-	$	7.20	5/5/2031

(1)	The performance conditions for the following stock options for Phillip Kumnick 283,333 shares, Thomas Thimot 600,000 shares, and Tripp Smith 300,000 shares, were not met as of December 31, 2021.

There were no outstanding unvested stock awards for the named executive officers as of December 31, 2021.

Option Exercises and Stock Vested Table

The following table sets forth information with respect to exercise of options and vesting of stock awards held by our named executive officers during the year ended December 31, ~~2016.~~2021.

~~Outstanding Equity Awards to Executive Officers~~

Executive Officer Number of
Securities
Underlying
Unexercised
Options
Exercisable Number of
Securities
Underlying
Unexercised
Options
Unexercisable Exercise Price Expiration Date
Philip Beck⁽¹⁾ 13,333,333 6,666,667 $0.05 per share August 12, 2026
Douglas Solomon 20,000,000 — $0.45 per share September 25, 2025
Stuart Stoller⁽¹⁾ — — $0.10 per share January 31, 2027
Thomas Szoke 10,000,000 — $0.45 per share September 28, 2025
Maxim Umarov 2,625,000 875,000 $0.10 per share September 25, 2025

	Option Awards				Stock Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)

Phillip Kumnick (1)		-		-		50,000		785,500

Philip Beck (2)		433,335		3,588,995		-		-

Stuart Stoller (1)		-		-		166,667		2,618,339

(1)

The ~~amounts~~performance conditions of the restricted stock awards for ~~Philip Beck~~Phillip Kumnick and Stuart Stoller ~~do not include plan-based awards or~~were met in the year ended December 31, 2021.

(2)

The stock options exercised by Philip Beck were common stock options ~~as described on page 37 under their respective Executive Employment Agreements~~awarded for consulting services rendered prior to his employment (566,667 stock options) which ~~were issued on January 31, 2017. Mr. Beck’s unexecisable options above~~ became exercisable on January 31, 2017 upon his appointment as the Chief Executive Officer of the Company. The consulting services were provided by Parity Labs, LLC, a company principally owned by Mr. Beck and his family.

Executive Employment Agreements

Thomas Thimot and Cecil Smith, became employed by the Company as Chief Executive Officer and President and Chief Technology Officer effective June 14, 2021. Mr. Thimot and the Company entered into an Offer Letter pursuant to which Mr. Thimot will earn an annual salary of $325,000 with a bonus target at 50% of the base salary (pro-rated for 2021) upon terms to be agreed with the Compensation Committee for 2021 and on the understanding that the 2022 target will include a requirement of the Company achieving three times the annual revenue of 2021. Additionally, Mr. Thimot was granted an option to acquire 1,200,000 shares of common stock at an exercise price of $7.80 per share for a term of ten years of which half of the options vest monthly over four years and the balance is subject to certain performance vesting requirements.

On June 14, 2021, Mr. Smith and the Company entered an into an Offer Letter pursuant to which Mr. Smith will earn an annual salary of $275,000 with a bonus target at 50% of the base salary (pro-rated for 2021) upon terms to be agreed with the Compensation Committee for 2021. In addition, Mr. Smith will receive a bonus of $50,000 after 90 days of service. Additionally. Mr. Smith was granted an option to acquire 600,000 shares of common stock at an exercise price of $7.80 per share for a term of ten years of which half of the options vest monthly over four years and the balance is subject to certain performance vesting requirements.

In June 2021, Mr. Kumnick and Broenniman resigned from their positions as Chief Executive Officer and President upon Mr. Thimot and Mr. Smith joining the Company. The terms of their employment arrangement are below.

On May 22, 2020, Phillip L. Kumnick, Deputy Chairman of the Company, was appointed as Chief Executive Officer of the Company. Philip R. Broenniman, a director of the Company, was appointed as Chief Operating Officer and President of the Company. Effective May 22, 2020, Mr. Kumnick and Mr. Broenniman each entered into Offer Letters with the Company providing that each of the executives will devote their full time and attention to the business of the Company on an “at will” basis.

Pursuant to the Offer Letter entered with Mr. Kumnick, Mr. Kumnick base salary since his engagement was $125,000 per annum and was increased to $187,500 per annum as of November 1, 2020. Subject to the Company achieving a revenue target of not less than $8,000,000 in a fiscal year (the “Revenue Target”), the base salary is to be increased to $250,000 per annum and to be again further reviewed by the Compensation Committee based on prevailing market conditions. Further, upon achieving the Revenue Target or a portion thereof or in the event of a change of control or involuntary termination, Mr. Kumnick will receive a bonus of up to $64,980 (which was subsequently canceled). Mr. Kumnick is also eligible to receive the usual benefits available to the executives of the Company.

Pursuant to the Offer Letter entered with Mr. Broenniman, Mr. Broenniman base salary since his engagement was $87,500 per annum and was increased to $131,250 per annum as of November 1, 2020. Subject to the Company achieving the Revenue Targets, the base salary is to be increased to $175,000 per annum and to be again further reviewed by the Compensation Committee based on prevailing market conditions. Further, upon achieving the Revenue Target or a portion thereof or in the event of a change of control or involuntary termination, Mr. Broenniman will receive a bonus of up to $45,833 (which was subsequently canceled). Mr. Broenniman is also eligible to receive the usual benefits available to the executives of the Company.

In May 2020, Mr. Kumnick was granted options to acquire 1,111,111 shares of common stock and Mr. Broenniman was granted options to acquire 555,555 shares of common stock. 20% of the options were vested at grant and the balance vest subject to performance conditions. All performance conditions were met in 2021.

On January 31, 2017, Mr. Beck and the Company entered an Executive Retention Agreement pursuant to which Mr. Beck agreed to serve as Chief Executive Officer and President in consideration of an annual salary of $350,000 of which $50,000 shall be deferred until the Company raises in the aggregate $15 million in debt and/or equity capital. The Company has agreed to provide a bonus of 75% of the base salary upon the Company timely filing its annual report on Form 10-K for the year ended December 31, 2017 and the Company raising gross proceeds of $15 million in debt and/or equity capital (“Milestone 1”) and a bonus of 150% of the base salary upon the Company achieving (i) any merger or sale of the Company or its assets, (ii) the Company achieving adjusted EBITDA of $10 million in a fiscal year, (iii) the Company achieving a listing on a national exchange and then or subsequently raising gross proceeds in the amount of $10 million or achieving a valuation of $125 million or (iv) the Company achieving $20 million of revenue on a trailing 12 months basis (“Milestone 2”). Mr. Beck met Milestone 1 in 2018.

The Company also granted Mr. Beck a Stock Option to acquire ~~15 million~~500,000 shares of common stock of the Company at an exercise price of $0.10 per share for a period of ten ~~years. Further, upon~~years and the Company ~~being legally entitled~~agreed to ~~so, the Company has agreed to~~a Restricted Stock Purchase Agreement with Mr. Beck pursuant to which Mr. Beck ~~will purchase 15 million~~purchased 500,000 shares of common stock at a per share price of $0.0001, which shares of common stock vest upon achieving Milestone 2. The Stock Options vest with respect to (i) one-third of the shares of common stock ~~upon~~as of January 31, 2017 and (ii) in 24 equal monthly tranches commencing on the grant date.

On January 31, 2017, Mr. Szoke and the Company entered into an Executive Retention Agreement pursuant to which Mr. Szoke agreed to serve as Chief Technology Officer in consideration of an annual salary of $250,000. The Company has agreed to provide a bonus of up to 50% of the base salary in 2017 upon the Company achieving a gross margin to be mutually agreed upon byMay 22, 2020, the Company and Mr. ~~Szoke~~Beck entered into a separation letter agreement, which ~~shall be adjusted on pro-rata basis (“Milestone 3”) and~~provided for payment to Mr. Beck of one year’s severance in the amount of $350,000 as well as certain employee benefits, payable in accordance with the terms of Mr. Beck’s Retention Agreement. During 2020, the Company paid $287,500 plus his monthly medical insurance premiums. The remaining $87,500 was paid in February 2021. On October 30, 2020, Philip Beck resigned as a ~~bonus of 75%~~director of the ~~base salary upon the~~ Company ~~achieving Milestone 2. The Company and Mr. Szoke entered into an Indemnification Agreement on January 31, 2017.~~

~~On January 31, 2017, Douglas Solomon~~ and the Company ~~entered into an Executive Retention Agreement pursuant to which Douglas Solomon agreed to serve as~~ ~~Executive Director, Government Relations and Enterprise Security~~ ~~in consideration~~repurchased Mr. Beck’s restricted stock for $1.00 under the provisions of an annual salary of $225,000. The Company has agreed to provide a bonus of up to 50% of the base salary in 2017 upon the Company achieving Milestone 3 and a bonus of 75% of the base salary upon the Company achieving Milestone 2. The Company and Mr. Solomon entered into an Indemnification Agreement on January 31, 2017.

The Company entered into an executive employment agreement with Charles D. Albanese as of May 28, 2015, which was subsequently terminated. The Company and Mr. Albanese entered into a Confidential Settlement Agreement pursuant to which Mr. Albanese’s Executive Employment Agreement dated May 28, 2015 was terminated as of January 24, 2017. The Company paid Mr. Albanese $43,462 representing unpaid salary, deferred salary, vacation entitlement and one month’s pay. Upon the Company generating Earnings before Interest, Taxes, Depreciation and Amortization of not less than zero for any quarter published in the Company’s Form 10-Q or Form 10-K, the Company will be required to pay Mr. Albanese $50,000. The Company also will pay Mr. Albanese’s COBRA for a period of six months through July 2017. In addition, the parties agreed that Mr. Albanese’s stock options to acquire 2,625,000 shares of common stock that have vested as of the termination date may be exercised prior to their expiration date but all other options shall lapse and no longer be exercisable.his Restricted Stock Agreement.

The Company entered an Executive Retention Agreement with pursuant to which Stuart Stoller agreed to serve as Chief Financial Officer in consideration of an annual salary of $225,000. The Company has agreed to provide two different bonus levels upon the achievement of certain performance, financial and other milestones. The Company also granted Mr. Stoller a stock option to acquire ~~5 million~~166,667 shares of common stock at an exercise price of $0.10 per share for a period of ten years. Further, ~~upon the Company being legally entitled to do so, the~~ Company has agreed to a Restricted Stock Purchase Agreement in which Mr. Stoller ~~can purchase~~purchased an additional ~~5 million~~166,667 shares at a per share price of $0.0001, which shares of common stock vest upon meeting certain performance, financial and other milestones. The Stock Options vest with respect to (i) one third of common stock upon the anniversary of the grant date and (ii) in 24 equal installments commencing on the one year anniversary of the grant. Mr. Stoller retired on June 17, 2022. The Board resolved to vest the unvested portion of Mr. Stoller’s option grants upon his retirement.

On March 18, 2022 Cecil Smith was awarded an option for 150,000 common shares at an exercise price of $2.83 per share which vest subject to continued service on the first anniversary of the date of grant.

On April 25, 2022, Ms. Pham and the Company entered an Offer Letter pursuant to which Ms. Pham agreed to serve as Chief Financial Officer in consideration of an annual salary of $275,000. The Company ~~entered into an executive employment agreement~~agreed to provide a bonus of 40% of the base salary (pro rated for 2022) based on achievement of performance milestones, calculated and payable in accordance with ~~Maksim Umarov as~~the corporate milestones approved by the Board for the year 2022. For subsequent fiscal years the bonus shall be subject to performance targets to be mutually agreed with the Compensation Committee of ~~July 6, 2015. Pursuant to~~ the ~~agreement, Mr. Umarov~~Board. In addition, Ms. Pham will receive a signing bonus in the amount of $25,000, which is fully refundable to the Company if Ms. Pham leaves her employment voluntarily or is terminated for cause prior to the first anniversary of the commencement of employment. The employment of Ms. Pham will be at will and may be terminated at any time, with or without formal cause. The Company also entered an Executive Retention Agreement with Ms. Pham, pursuant to which the Company agreed to provide specified severance and bonus amounts and to accelerate the vesting on her equity awards upon termination upon a change of control or an involuntary termination, as each term is defined in the agreements. In the event of a termination upon a change of control or an involuntary termination, Ms. Pham is entitled to receive an amount equal to 100% of her base salary ~~of $150,000 per year. Mr. Umarov is also eligible~~and the target bonus then in effect for ~~vacation and sick leave. The term~~the executive officer for the year in which such termination occurs. At the election of the executive officer, the Company will also continue to provide health related employee insurance coverage for up to twelve months, at the Company’s expense. Upon commencing employment, ~~agreement is from July 1, 2015~~Ms. Pham was granted an option to ~~June 30, 2018. The agreement also includes the issuance~~acquire 350,000 shares of ~~500,000~~ common stock ~~options exercisable at $0.10 per share for a~~with an exercise price of $2.41 and an exercise period of ~~five years. This agreement was amended on September 25, 2015~~ten years subject to ~~include the issuance of an additional 3,000,000 common stock options exercisable at $0.10 per share for a period of five years.~~certain performance vesting requirements.

Certain Relationships and Related Transactions and Director Independence

The Company is listed on the Nasdaq Capital Market and therefore the Company is complying with the Nasdaq Listing standards applicable to director independence. Pursuant to Rule 4200 of The Nasdaq Stock Market one of the definitions of an independent director is a person other than an executive officer or employee of a company. The Nasdaq rules require companies to maintain a Board a majority of the members of which are independent directors. Additionally, compensation committee members must not have a relationship with the Company that is material to the director’s ability to be independent from management in connection with the duties of a compensation committee member. Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee: accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or be an affiliated person of the listed company or any of its subsidiaries.

The Company’s board of directors has reviewed the materiality of any relationship that each of the directors has with the Company, either directly or indirectly. Based on this review the board has determined that there are five (5) independent directors, including all the members of the Audit, Compensation and Governance Committees.

Sale of Common Stock

On ~~May 13, 2015,~~March 18 and March 21, 2022, the Company entered into Subscription Agreements (the “Subscription Agreements”) with an accredited investor and certain members of authID.ai’s management team (the “PIPE Investors”), and, pursuant to the Subscription Agreements, sold to the PIPE Investors a total of 1,063,514 shares of our common stock at prices of $3.03 per share for an outside investor and $3.70 per share for the management investors (the “PIPE”). Two executive officers and one member of the Board of Directors participated in the PIPE and purchased approximately 54,000 shares.

On August 26, 2021, the Company completed the Offering of 1,642,856 shares of its common stock at a public offering price of $7.00 per share, including 214,285 shares sold upon full exercise of the underwriter’s option to purchase additional shares, for gross proceeds of approximately $11.5 million. Two executive officers and three members of the Board of Directors participated in the offering and purchased approximately 1,314,000 shares.

On June 30, 2020, Company entered into and consummated a private transaction pursuant to which a portion of the Company’s warrants exercisable at per share price of $3.00 (the “$3.00 Warrants”) were exercised for cash at an exercise price of $2.10 per share. In addition, the holders that exercised the $3.00 Warrants received a warrant exercisable for two years to acquire one share of common stock at an exercise price of $3.00 per share (the $4.50 Warrants”) for every four $3.00 Warrants exercised. Mr. Theodore Stern, a director of the Company, participated in the private transaction resulting in the issuance of 33,333 shares of common stock and 8,333 $0.15 Warrants in consideration of $70,000; and Varana Capital Focused, LP (“VCFLP”), participated in the private transaction resulting in the issuance of 123,889 shares of common stock and 30,972 $4.50 Warrants, in consideration of $260,167. Mr. Philip Broenniman, a director, the President and COO of the Company is the investment manager of VCFLP.

On June 30, 2020, Company entered into and consummated a private transaction pursuant to which a portion of the Company’s warrants exercisable at per share price of $1.80 (the “$1.80 Warrants”) were exercised. In addition, the holders that exercised the $1.80 Warrants also received a $4.50 Warrant for every two $1.80 Warrants exercised. Vista Associates, L.P., (“Vista”) of which, Mr. Herbert Selzer a director of the Company, is the General Partner, participated in the private transaction resulting in the issuance of 29,333 shares of common stock and 440,000 $4.50 Warrants, in consideration of $52,800.

On June 30, 2020, the Company also entered into a Subscription Agreement with VCFLP pursuant to which VCFLP purchased 23,810 shares of common stock in consideration of $50,000.

Convertible Notes Payable

On March 21, 2022, the Company entered into a Securities Purchase Agreement (“SPA”) with ~~Ricky Solomon,~~certain accredited investors, including certain directors of the Company or their affiliates (the “Note Investors”), and, pursuant to the SPA, sold to the Note Investors Senior Secured Convertible Notes (the “Convertible Notes”) with an aggregate initial principal amount of approximately $9.2 million and a conversion price of $3.70 per share. The Convertible Notes were sold with an aggregate cash origination fee of approximately $200,000, and we issued a total of approximately 28,500 shares of our common stock to the Note Investors as an additional origination fee. The Convertible Notes will accrue interest at the rate of 9.75% per annum, which will be payable in cash or, for some or all of the first five interest payments, in shares of our common stock at the Company’s option, on the last day of each calendar quarter before the maturity date and on the maturity date. The maturity date of the Convertible Notes is March 31, 2025. One executive officer and two members of the Board of Directors (including an affiliate) invested approximately $1,250,000 in the Convertible Notes and received approximately 3,900 shares by way of the origination fee.

In 2021, the Company received conversion notices from Stern Trust of which Theodore Stern, (a former member of the Board of Directors until June 9, 2021) is the Trustee, converting the principal amount, repayment premium and interest in the amount of approximately $3.5 million payable under the Restated Stern Note into approximately 561,000 shares of common stock. Additionally, Theodore Stern and Herbert Selzer (also a former member of the Board of Directors until June 9, 2021) provided conversion notices for their respective 2020 Notes converting the principal, repayment premium and interest in the amount of approximately $256,000 into approximately 41,000 shares of common stock. The Stern Trust is owed approximately $0.7 million in interest under the Restated Stern Note, which has not been converted and remains outstanding, following The Stern Trust’s agreement to extend the maturity date to December 31, 2022.

Director & Executive Compensation

On June 14, 2021, Phillip L. Kumnick resigned as Chief Executive Officer of Ipsidy Inc., and Thomas L. Thimot was appointed Chief Executive Officer in his place. Further, Philip R. Broenniman resigned as President and Chief Operating Officer and Cecil N. Smith III (Tripp) was appointed President and Chief Technology Officer. In May 2021 the Company granted to each of Mr. Kumnick and Mr. Broenniman options (the “May 2021 Options”) to acquire a total of 1,166,667 shares of common stock at an exercise price of $7.20 per share for a term of ten years that vest upon the achievement of certain market capitalization thresholds, or performance conditions. In November 2021 Mr. Kumnick and Mr. Broenniman agreed to cancel 300,000 and 200,000, respectively, of these stock options in consideration of removing certain service conditions.

Mr. Thomas Thimot and Mr. Cecil Smith, became employed by the Company as Chief Executive Officer and President and Chief Technology Officer effective June 14, 2021. Mr. Thimot and the Company entered into an Offer Letter pursuant to which Mr. Thimot will earn an annual salary of $325,000 with a bonus target at 50% of the base salary (pro-rated for 2021) upon terms to be agreed with the Compensation Committee for 2021 and on the understanding that the 2022 target will include a requirement of the Company achieving three times the annual revenue of 2021. Additionally, Mr. Thimot was granted an option to acquire 1,200,000 shares of common stock at an exercise price of $7.80 per share for a term of ten years of which half of the options vest monthly over four years and the balance is subject to certain performance vesting requirements.

On June 9, 2021 Theodore Stern, Herbert Selzer and Thomas Szoke resigned as directors of the Company. The size of the Board of directors was increased to seven and Dr. Michael A. Gorriz, Michael L. Koehneman, Sanjay Puri, Mr. Thimot and Jacqueline L. White were appointed as additional directors of the Company.

The Company granted each of the four new Directors appointed June 2021 stock options to acquire 62,500 shares of common stock or a total of 250,000 at an exercise price of $7.80 per share for a term of ten years that vest one third per year after each Annual Meeting. The Company granted the previously serving non-employee Directors stock options to acquire 93,470 common shares that are vested as the services were previously rendered. The stock options were granted in lieu of other forms of Board of Director Compensation. The Company also granted Mr. Selzer and Mr. Stern 22,388 stock options to acquire common shares for service in 2021 prior to their resignation as Directors. Upon their resignation as directors in June 2021, 13,992 stock options were vested and the balance was cancelled.

Additionally, the Company appointed another Director in November 2021 and granted stock options to acquire 29,173 shares of common stock that vest one third a year after each Annual Meeting beginning in 2022. One of the Directors appointed in June did not stand for reelection to the Board of Directors in December 2021 and forfeited 41,667 stock options. In December 2021, the Company granted additional options to acquire 10,238 shares of common stock each to five of the non-employee Directors, by way of annual compensation under the Company’s compensation policy for non-employee directors, which vest monthly over a one-year-period.

On March 21, 2022, the Company entered into a Facility Agreement with Stephen J. Garchik, who is both a current shareholder of the Company and holds Senior Secured Convertible Notes (“Garchik”), pursuant to which Garchik agreed to provide to the Company a $10.0 million unsecured standby line of credit facility that will rank behind the Senior Secured Convertible Notes and may be drawn down in several tranches, subject to certain conditions described in the Facility Agreement (the “Credit Facility”). Upon request by Garchik and until the full amount due under the Credit Facility is repaid in full, the Company will provide for the nomination of one designee specified in writing by Garchik for appointment to our board of directors and for subsequent election to our board of directors and to recommend such nominee for election to our board of directors. The Company will be entitled to reject any nominee upon reasonable grounds, or the nominee may not be elected by the stockholders, in which case Garchik may nominate another person to be a director. On April 18, 2022, Joseph Trelin, as Garchik’s designee under the Credit Facility, was appointed as a member of the Board of Directors of the Company. On April 18, 2022, Mr. Trelin entered into a letter agreement with the Company pursuant to which he was appointed as a director of the Company ~~and Douglas Solomon,~~in consideration of (i) an ~~executive officer and director~~initial equity award having a Black Scholes value on the date of grant of $270,000, subject to annual vesting of one-third of the common shares over three years on the date of each Annual Meeting commencing with the 2022 Annual Meeting and (b) commencing following the Company’s 2023 Annual Meeting, assuming Mr. Trelin is re-elected to office, an annual equity award having a Black Scholes value on the date of grant of $90,000, subject to vesting over twelve months.

On April 25, 2022, Ms. Pham and the Company entered an Offer Letter pursuant to which ~~they invested $100,000 and $50,000, respectively, into the Company~~Ms. Pham agreed to serve as Chief Financial Officer with effect from June 20, 2022 in consideration of an annual salary of $275,000. The Company agreed to provide a ~~Secured Convertible Debenture~~bonus of 40% of the base salary (pro rated for 2022) based on achievement of performance milestones, calculated and payable in accordance with the corporate milestones approved by the Board for the year 2022. For subsequent fiscal years the bonus shall be subject to performance targets to be mutually agreed with the Compensation Committee of the Board. In addition, Ms. Pham will receive a ~~common stock purchase warrant~~signing bonus in the amount of $25,000, which is fully refundable to the Company if Ms. Pham leaves her employment voluntarily or is terminated for cause prior to the first anniversary of the commencement of employment. The employment of Ms. Pham will be at will and may be terminated at any time, with or without formal cause. The Company also entered an Executive Retention Agreement with Ms. Pham, pursuant to which the Company agreed to provide specified severance and bonus amounts and to accelerate the vesting on her equity awards upon termination upon a change of control or an involuntary termination, as each term is defined in the agreements. In the event of a termination upon a change of control or an involuntary termination, Ms. Pham is entitled to receive an amount equal to 100% of her base salary and the target bonus then in effect for the executive officer for the year in which such termination occurs. At the election of the executive officer, the Company will also continue to provide health related employee insurance coverage for up to twelve months, at the Company’s expense. Upon commencing employment, Ms. Pham was granted an option to acquire ~~2,727,273 and 1,363,636, respectively,~~350,000 shares of common stock ~~exercisable for a period of five years at~~with an exercise price of ~~$0.055. The Secured Convertible Debentures~~$2.41 and ~~accrued interest were converted into 5,104,166 shares in 2015.~~an exercise period of ten years subject to certain performance vesting requirements.

On ~~September 4, 2015,~~June 8, 2022 the Company entered into a ~~Securities Purchase~~Consulting Agreement with ~~Ricky Solomon, a director~~Mr. Stoller to provide certain services at the request of the Company pursuant to which Mr. Solomon invested $100,000 into the Company in consideration of a Secured Promissory Note (the “Solomon Note”) and a common stock purchase warrant to acquire an aggregate of 250,000 shares of common stock exercisable for a period of five years at an exercise price of $0.40. The Company paid off the Solomon Note in 2015.

On February 8, 2016, the Company closed on the acquisition of FIN Holdings Inc. (“FIN”), a related party via common management and partial common ownership, and its wholly owned subsidiaries, ID Solutions Inc. a Delaware Corporation specializing in field proven, cutting-edge biometric fingerprint software technology and algorithms,following his retirement as well as Cards Plus Pty Ltd, a South African company which provides unique secure credential products and solutions to government customers in Africa. The purchase price of $9,000,000, which was paid in the form of common stock of the Company, will result in the issuing 22,500,000 shares of the Company’s common stock to the FIN shareholders. Douglas Solomon, a director and officer of the Company, was a shareholder, director and officer of FIN. At the time of acquisition, Mr. Solomon owned approximately 1.7% of the outstanding stock of the Company.

During the year ended December 31, 2015, the Company entered a consulting and management agreement with ID Solutions, Inc., which is a related party by virtue of common management and partial common ownership. Certain members of the Company’s Board of Directors are also members of the Board for ID Solutions, Inc. In addition, Douglas Solomon is a majority owner of ID Solutions, Inc. and also owns 1.35% of the Company’s common stock. Total revenues for the year ending December 31, 2015 amounted to $500,000. There were no related party revenues for the year ending December 31, 2016.

~~In connection with the Company’s ability to secure third-party financing during the year ended December 31, 2016, the Company paid Network 1~~Chief Financial Securities, Inc. (“Network 1”), a registered broker-dealer, cash fees of $326,000 and issued Network 1 4,450,000 shares of common stock of the Company in accordance with its agreement. A member of the Company’s Board of Directors previously maintained a partnership with a key principal of Network 1.

Ipsidy is not currently required to maintain a majority of independent directors as defined by Rule 4200 of the Nasdaq Capital Market nor does it anticipate that it will be applying for listing of its securitiesOfficer based on an ~~exchange in the near future in which an independent board is required.~~hourly rate of charge.

On August 10, 2016, the Company entered into a Letter Agreement (the “Amendment”) with Parity Labs, LLC (“Parity”), a company principally owned by Mr. Beck (former director and CEO) and his family, to amend the compensation section of that certain Advisory Agreement previously entered into between the Company and Parity on November 16, 2015 for the provision of strategic advisory services, to provide for the issuance to Parity of a common stock option (the “Parity Option”) to acquire ~~20,000,000~~666,667 shares of common stock of the Company exercisable at ~~$0.05~~$1.50 per share for a period of ten years. The Parity Option vested in entirety upon Mr. Beck becoming the Chief Executive Officer of Ipsidy, Inc. on January 31, 2017. The Company’s headquarters are located in Long Beach, New York where the Company currently leases ~~private offices.~~ offices on a month-to-month basis. The facilities are managed byBridgeworks LLC, (“Bridgeworks”) a company providing office facilities to emerging companies, principally owned by Mr. Beck and his family. The arrangement with Bridgeworks LLCallows the Company to use offices and conference rooms ~~on a month to month basis~~ for a fixed, monthly ~~fee $6,750.~~fee. Since 2014, Mr. Beck has served as managing member of Parity, and since ~~2015,~~2016, as Chairman, a Member and co-founder of Bridgeworks. During ~~2016,~~2021 and 2020, the Company paid ~~Parity~~Bridgeworks $30,000 and ~~Bridgeworks $147,078 and $6,750~~$52,500, respectively in each year for ~~strategic advisory services and~~ the use of the facilities.

In ~~November 2016,~~February 2020, Mr. Beck, Mr. Selzer and Mr. Stern purchased $50,000, $100,000 and $50,000 respectively of 2020 Notes. In addition, Mr. Stern is a trustee of the Stern Trust whose Stern Note was amended and restated as part of the 2020 Notes Offering. A comprehensive disclosure of the 2020 Notes can be found in Note 7 to the Consolidated Financial Statements for the Year Ended December 31, 2021.

In March 2020, the Company ~~issued a note payable for $13,609~~granted 50,000 shares of Restricted Common Stock to ~~one if its~~each of Phillip Kumnick and Philip Broenniman, new members of our Board of Directors, ~~and was outstanding at December 31, 2016.~~in connection with their compensation for service as Board Members. The ~~note was repaid~~restricted stock vests upon the achievement of certain performance criteria. The performance criteria were met in ~~April 2017.~~2021.

~~On January 31, 2017,~~Mr. Phillip Kumnick and Mr. Philip Broenniman, two of the Company’s Director’s became employed by the Company ~~entered into a Conversion Agreement with~~as Chief Executive Officer and President and Chief Operating Officer effective May 22, 2020. Mr. ~~Selzer, a director~~Kumnick earned an initial base salary of ~~the Company or Vista Associates, a family partnership~~$125,000 per annum which was increased to ~~which~~$187,500 per annum as of November 1, 2020 and is subject to review after one year. Mr. Selzer converted $150,000 in debt plus interest into 1,753,500 shares of common stock and $40,000 of debt plus interest into 1,537,778 shares of common stock. Additionally, in April 2017, Mr. Selzer purchased an additional 500,000Kumnick was granted options to acquire 1,111,111 shares of common stock of which 20% vest at grant and the ~~latest offering.~~balance vest subject to performance conditions. Mr. Broenniman earned an initial base salary of $87,500 per annum which was increased to $131,250 as of November 1, 2020 and is subject to review after one year. Mr. Broenniman was granted options to acquire 555,555 shares of common stock of which 20% vest at grant and the balance vest subject to performance conditions.

In 2021, the Company and Progress Partners Inc. (“Progress”) modified their Business Advisory Agreement dated May 6, 2020 (“Progress Agreement”). The amended Progress Agreement provides for Progress to undertake continuing business development activities for the Company, for which the Company paid Progress $350,000. Additionally, the Company paid Progress, another $115,000 for additional consulting services. Mr. Puri, a former Director of the Company from June 9, to December 29, 2021 is an employee and Managing Director of Progress but is not a principal shareholder nor an executive officer of Progress.

ACTIONS TO BE TAKEN AT THE MEETING

PROPOSAL NO. 1

PROPOSAL FOR ELECTION OF ~~FIVE~~EIGHT DIRECTORS

At this year’s Annual Meeting, the Board of Directors proposes that the nominees listed below be elected to hold office until the next annual meeting of stockholders and until their successors are duly elected and qualified. All of the nominees are currently serving as ~~directors except that Theodore Stern is presently not serving as a director.~~directors. All nominees have consented to being named in this Proxy Statement and to serve if elected.

Assuming a quorum is present, the ~~five~~eight nominees receiving the highest number of affirmative votes of shares entitled to be voted for such persons will be elected as directors of the Company to hold office until the next annual meeting of stockholders and until their successors are duly elected and qualified. Unless marked otherwise, proxies received will be voted “FOR” the election of the nominees named below. In the event that additional persons are nominated for election as directors, the proxy holders intend to vote all proxies received by them in such a manner as will ensure the election of the nominees listed below, and, in such event, the specific nominees to be voted for will be determined by the proxy holders.

Information With Respect to Director Nominees

Listed below are the nominees for election to our Board with information showing the principal occupation or employment of the nominees for director, the principal business of the corporation or other organization in which such occupation or employment is carried on, and such nominees’ business experience during the past five years. Such information has been furnished to the Company by the director nominees.

Name	Age	Position
~~Philip D. Beck~~Thomas L. Thimot	5756	Director and Chief Executive Officer
Phillip L. Kumnick	56	Chairman of the Board of Directors ~~Chief Executive Officer and President~~

~~Thomas Szoke~~	53	~~Chief Technology Officer and Director~~

~~Herbert Selzer~~	71	~~Director~~

~~Ricky Solomon~~Philip R. Broenniman	56	Director
Michael A. Gorriz (2)(3)
~~Theodore Stern~~	8762	Director ~~Nominee~~
Michael L. Koehneman* (1)(2)	62	Director
Neepa Patel*(1)(2)	38	Director
Joseph Trelin	62	Director
Jacqueline L. White* (1)(3)	58	Director

*	denotes Committee Chair

(1)	Audit Committee

(2)	Governance Committee

(3)	Compensation Committee

~~Philip D. Beck.~~Thomas L. Thimot

~~On January 31, 2017, Philip D. Beck~~Mr. Thimot was appointed as ~~Chairman~~Chief Executive Officer and as a Director of our company on June 14, 2021. From 2018 through November 2020, Mr. Thimot served as Chief Executive Officer and Director of Socure, Inc., a leading provider of identity verification and fraud risk solutions. Prior to joining Socure, from September 2015 to October, 2018, Mr. Thimot served as CEO and Director of Clarity Insights a privately held provider of data science consulting acquired by Accenture plc. where he was responsible for all operational aspects of the business. Prior to Clarity Insights, Mr. Thimot served as the Vice President of Cognizant Technology Solutions (Nasdaq: CTSH), a consulting firm and emerging business accelerator where he was responsible for all emerging services related to social, mobile, data analytics and cloud. Prior to 2015, Mr. Thimot held various roles and founded various businesses including his own consulting business, CaseCentral (an eDiscovery cloud-based software service now part of Oracle), Kazeon (a data and analytics software provider now part of Dell), GoRemote, Netegrity and Enigma. Mr. Thimot started his career with Oracle, Price Waterhouse and Accenture and received his BS Mechanical Engineering from Marquette University.

Mr. Thimot’s business management experience, his knowledge of the identity management industry, and his experience in developing strategy and strategic alliances led to the conclusion that he should serve on the Board of Directors, ~~Chief Executive Officer~~given the Company’s business and President of Ipsidy. Mr. Beck, prior to joining our Company served as Chairman, Chief Executive Officer and President from 1999 until 2014 and Chairman from 2014-2015 of Plant Payment Inc., a leading international payment processing company doing business in 24 countries. (Nasdaq: PLPM). Mr. Beck served as a director of Bluefin Payment Systems from 2013 to 2014. Since 2014, Mr. Beck has served as managing member of Parity Labs, LLC, a private consulting firm and since 2015, as Chairman, a Member and Cofounder of Bridgeworks LLC, a company providing office facilities to emerging companies owned by Mr. Beck and family. Since 2015, Mr. Beck has also been a member in a real estate holding company principally owned by Mr. Beck and family. Mr. Beck previously practiced for almost 20 years as an international banker and lawyer.structure.

~~Thomas Szoke~~Phillip L. Kumnick

~~Thomas R. Szoke serves as Chief Technology Officer and~~Mr. Kumnick was appointed a ~~Director of the Company. Mr. Szoke is a co-founder~~director of the Company ~~and has over 25 years of product engineering, global sales and operations management experience. He has held several executive positions~~ in ~~the Company~~December 2019 and has successfully led it from its inception to its listing on the OTC Stock Market as well as expanding its market presence and product portfolio through strategic acquisitions in the United States, South America and Africa. Mr. Szoke pioneered the concept and development and is the inventor of Ipsidy’s Intelligent Accessory product lines as well as its Multi-Factor Out-of-Band Identity Verification and Transaction Authentication Platform.

~~Herbert Selzer~~

~~Ricky Solomon~~

~~Theodore Stern~~

Mr. Stern has served in several executive positions in the energy and software industries over his career. He currently is a member of the Board of Directors of EnSync, Inc. and serves on the Governance, Audit, and Compensation Committees. EnSync develops and manufactures innovative energy management systems solutions. Previously he served as ~~Chairman of~~ the ~~Board of inContact Inc.~~Chief Executive Officer from ~~2000 to 2016 (when~~May 2020-June 2021. On October 30, 2020 he also became the company was acquired). He was Chairman and CEO from 2000 to 2005 when the positions were split. He oversaw the acquisition of four companies and the transition of inContact from a telecommunications company to a rapidly growing software-as-a-service company.

Mr. Stern also was a Senior Executive Vice President and member of the Board of Directors of Westinghouse Electric Corporation until his retirement. In his last position at Westinghouse Electric, Mr. Stern was responsible for multiple business units. Mr. Stern served as Vice Chairman of the Board of Directors of ~~Superconductivity,~~the Company. From 2010 to 2018, Mr. Kumnick was Senior Vice President Global Acquirer Processing at Visa, Inc., and was the executive in charge of ~~Madison, Wisconsin,~~leading and growing Visa’s acquirer and merchant processing services and omni-channel solutions on a ~~small~~global basis. Mr. Kumnick was also a key contributor to the design of the Secure Remote Commerce (SRC) standard now being rolled out by the card brands, which aims to provide a simple and secure card payment experience. SRC uses tokenization to protect consumers’ sensitive data and intelligent identity authentication to help distinguish legitimate cardholders from fraudsters. Mr. Kumnick was the product owner and developer of Visa’s critical entry into encryption and tokenization products and services for their acquiring partners for transactions at the physical point of sale. Prior to joining Visa, Mr. Kumnick was the leader of the Cards & Payments practice of Cap Gemini Consulting from October 2009 through June 2010. Prior to Cap Gemini Consulting. Mr. Kumnick was a Senior Vice President at TSYS Acquiring Solutions from 2001 to 2009, with responsibility for leading the Product Management team and expanding the Company’s portfolio of merchant and acquirer products. He was also a leader of key M&A activities, including business development and strategic investment in Europe, Latin America and Asia, and helped expand TSYS’ client footprint to over 70 countries. Mr. Kumnick started his payments career at MasterCard International where he worked from 1988 to 2000, in various capacities, rising to Vice President & Chief Settlement Officer – Global Settlement Operations. In that role he was responsible for the 7 x 24 x 365 mission critical clearing and payment operations of a $3.0 billion per day global EFT and treasury operation. Mr. Kumnick was a strategic subject matter expert and key contributor to the evolution of MasterCard’s global processing functions. Mr. Kumnick has an MBA- Finance and a BS Finance from St. Louis University.

Mr. Kumnick brings over 20 years’ experience in the payments and technology ~~company, until it~~industries, with a focus on managing technology platforms and security related issues. This experience, working for some of the world’s leading companies, provides our Board of Directors with valuable insight regarding the Company’s business, products and industry.

Philip R. Broenniman

Philip Broenniman was ~~acquired~~appointed a director of the Company in ~~April 2007.~~March 2020 and served as the President and Chief Operating Officer from May 2020-June 2021. Since 2011, Mr. ~~Stern also served~~Broenniman has been Managing Partner and Portfolio Manager for Varana Capital, LLC (“VCLLC”), an investment firm he co-founded in 2011. As part of the VCLLC investment strategy of cooperative engagement, Mr. Broenniman sits on or advises the Board of ~~Directors~~multiple public/private companies, working with each on strategic planning, operational dynamics, and balance sheet needs/restructuring. Prior to co-founding Varana Capital in 2011, he held the positions of ~~Copperweld Corporation~~Principal and Portfolio Manager at Visium Asset Management, LP; Managing Partner and Portfolio Manager at Cadence Investment Partners, LLC; and Investment Analyst with the Bass Family Office in Fort Worth, TX. He began his career at Salomon Brothers Inc. trading fixed-income futures and options. Mr. Broenniman earned a BS in Computer Science from Duke University in 1987, an MBA from the Darden School at the University of ~~Pittsburgh, Pennsylvania, a privately-owned steel~~Virginia in 1993 and ~~cable manufacturer, until its acquisition by LTV.~~ the Chartered Financial Analyst (CFA) designation in 2000.

Mr. ~~Stern also served on~~Broenniman brings over 20 years’ experience in the investment industry, as well as experience running an operating business. This experience, provides our Board of Directors ~~of Northern Power Systems of Waitsfield, Vermont,~~with important insight regarding the capital markets and the Company’s fund raising needs, as well as operational matters.

Michael A. Gorriz

Dr. Gorriz joined our company as a ~~privately-owned manufacturer of renewable and distributed generation systems until it was acquired by Distributed Energy Systems Incorporated (DESC). Mr. Stern also served~~director on June 9, 2021. Dr. Gorriz has been the board of directors of DESC. Mr. Stern holds a Bachelor of Science degree in Mechanical Engineering from the Pratt Institute and a Master of Arts degree in Theoretical Mathematics from New York University. He is a fellow of the American Society of Mechanical EngineersChief Information Officer and a member of the ~~National Academy~~management team of ~~Engineering.~~Standard Chartered Bank, Singapore since 2015. He is also Non-Executive Director of the ~~author~~Standard Charted Bank Hong Kong Board and the mox HK Board. Prior to that he served as Chief Information Officer at Daimler AG from 2007. Dr. Gorriz attended the University of ~~a number~~Konstanz, the University of ~~technical papers~~Freiburg and obtained his Doctorate in Engineering from the University of Stuttgart.

Dr. Gorriz brings unparalleled engineering knowledge to the Company, which coupled with his over 30 years’ experience in information technology, and his experience in managing two global leaders in the field of banking and industry, led to the conclusion that he should serve on ~~nuclear power technology.~~the Board of Directors.

Michael L. Koehneman

Mr. ~~Stern~~Koehneman joined our company as a Director on June 9, 2021. Mr. Koehneman previously held various positions at Pricewaterhouse Coopers, a global accounting firm, through 2020, including the Global Advisory Chief Operating Officer and Human Capital Leader from 2016 through 2019, the U.S. Advisory Operations Leader from 2005 through 2016 responsible for the oversight of Advisory services for PwC, including business unit performance, finance, investments, human resources, acquisitions, and administration, and the Lead Engagement Partner for Financial Statement Audits and Internal Control and Security Reviews from 1993 through 2004 for several public and private company audits. Since 2020 he has also served as a director and member of the Audit Committee of Aspen Group, Inc.

Mr. Koehneman brings over 2630 years’ experience working as a CPA and consultant to public and private companies. This accounting and financial expertise provides our Board of Directors with valuable insight regarding audit and financial matters, as well as corporate governance and management.

Neepa Patel

Ms. Patel joined our company as a Director on November 15, 2021. Neepa Patel is the Founder and CEO of Themis - a collaborative tech platform to help fintechs, banks and crypto companies create a strong governance, risk and compliance framework. Neepa has 15+ years of experience ~~serving~~in various regulatory and compliance positions across the public and private sector. Prior to founding Themis in March 2020, she was the Head of Compliance for an enterprise blockchain company, R3 from 2016 through December 2019. Before that she had several risk and compliance positions at Deutsche Bank from 2014 to 2016 and at Morgan Stanley between 2011 and 2014. At Morgan Stanley, she helped develop a compliance framework for the newly formed banking entities, Morgan Stanley Bank and Morgan Stanley Private Bank post crisis. Neepa began her career as a ~~director with public companies~~Bank Examiner at the Office of the Comptroller of the Currency (OCC), where she worked from 2005 to ~~our Board~~2011. Neepa attended Georgia Tech.

Ms. Patel brings over 15 years of ~~Directors. This~~ experience ~~which includes service as Chairman and~~ as a ~~member of Audit, Compensation,~~business leader in technology companies and ~~Governance Committees,~~regulatory compliance. This experience provides our Board of Directors with a valuable perspective regarding ~~public~~financial regulatory compliance, technology operations and strategy.

Joseph Trelin

Mr. Trelin joined our company ~~governance,~~on April 18, 2022. Mr. Trelin is a senior, creative business and product leader, technologist and entrepreneur. Since June 2021, Mr. Trelin has served in a consultant capacity advising start-ups to mid-size companies on operations, product strategy and growth. From January 2016 to July 2019, Mr. Trelin served as the Chief Platform Officer of Clear Secure Inc. Mr. Trelin served as the VP Product, Digital Products at NBCUniversal, Inc. from January 2015 through January 2016 and in various roles including as Product Management & Technology Business Leader and General Manager for Amazon.com, Inc. from January 2009 to January 2015. Mr. Trelin also previously served as the Vice President, Product Development and IT for Standard and Poor’s. Mr. Trelin received a Masters Equivalent in Computer Science from Hofstra University and a BA in Sociology from the State University of New York Albany.

Mr. Trelin brings over 20 years of experience as a business leader in technology companies focused on product development, with particular experience in identity verification and authentication. This industry knowledge and experience, provides our Board of Directors with a valuable perspective regarding the identity verification industry, corporate management, ~~and~~technology operations, strategy and ~~board practices.~~product development.

Jacqueline L. White

Ms. White brings over 20 years of experience as a business leader in technology companies and international businesses. This experience, provides our Board of Directors with a valuable perspective regarding corporate management, technology operations and strategy.

Required Vote

The election of the directors of the Company requires the affirmative vote of a plurality of the shares of the Company’s common stock present in person or represented by Proxy at the Annual Meeting, which will be the nominees receiving the largest number of votes, which may or may not constitute a majority.

RECOMMENDATION OF THE BOARD FOR PROPOSAL NO. 1:

THE BOARD RECOMMENDS A VOTE FOR THE ELECTION OF ALL THE NOMINEES DESCRIBED ABOVE.

2129

PROPOSAL NO. 2

RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS

Cherry Bekaert LLP (“CB”), our independent auditors, audited our financial statements for the 2016 fiscal year. The Board selected CB as the independent auditors of the Company for the fiscal year ending December 31, 2017. Representatives of CB are not expected to attend the 2017 Annual Meeting of Stockholders. CB was first engaged by us for the year ended December 31, 2015.

During the years ended December 31, 2016 and 2015, neither the Company nor anyone acting on its behalf consulted with CB regarding any of the matters or events set forth in Item 304(a)(2) of Regulation S-K, nor did CB receive any fees for any services during that time period relating to such matters or events set forth in Item 304(a)(2) of Regulation S-K.

~~Audit Fees~~

The aggregate fees incurred for each of the last two years for professional services rendered by Cherry Bekaert LLP, the independent registered public accounting firm ~~for~~(PCOAB ID 00677) or the ~~audits~~audit of the Company’s annual ~~financial statements and review of~~ financial statements included in the Company’s Form 10-K and ~~Form 10-Q~~review of financial statements for its quarterly reports ~~and services normally provided in connection with statutory and regulatory filings or engagements were as follows:~~

The Company does not currently have an audit committee serving and thus its board of directors performs the duties of an audit committee. The board of directors will evaluate and approve in advance, the scope and cost of the engagement of an auditor before the auditor renders audit and non-audit services. The Company does not rely on preapproval policies and procedures.(Form 10-Q) are reported below.

The total fees ~~invoiced~~billed by Cherry ~~Bakaert,~~Bekaert, LLP ~~the Company’s independent registered public accountants during 2016,~~in 2021 aggregated $248,900 which includes fees for the ~~2015 audited~~audit of financial statements ~~progress billing with respect to~~and review of the quarterly financial statements for ~~2016~~2021. Additionally, the Company paid Cherry Bekaert, LLP $41,400 for services associated with the filing of the Company’s S-1, S-3 and ~~progress payments~~S-8. Furthermore, the Company paid Cherry Bekaert, LLP $10,000 for assistance with the filing for certain tax credits.

The total fees paid to Cherry Bekaert LLP in 2020 aggregated $230,500 which includes fees for the 2020 audited financial statements and review of the quarterly financial statements for 2020. Additionally, the Company paid Cherry Bekaert, LLP $5,000 for services associated with the updated filing of the Company’s S-1.

The Audit Committee by its Charter pre-approves all audit services to be provided to the Company, whether provided by the principal auditor or other firms, and all other services (review, attest and non-audit) to be provided to the Company by the independent auditor. The Audit Committee approved the services rendered for the audit of the ~~2016~~ financial statements ~~were $272,000.~~for the year ended December 31, 2021 and December 31, 2020 in addition to the services rendered for the filing of the quarterly financial statements on Form 10-Q in 2021 and 2020. Additionally, the ~~Company was billed by~~Audit Committee approved the fee for Cherry ~~Bakaert, LLP~~Bekaert, LLP’s assistance with filing for ~~$39,500 for~~certain tax ~~services ($ thousands).~~ credits.

Audit Taxes Filings Accounting Total
2016 $ 272.0 $ 39.5 $ — $ — $ 311.5

~~The total fees charged by Anton & Chia,~~We expect representatives of Cherry Bekaert, LLP to be at the ~~Company’s independent registered public accounting firm, S2 Filings~~2022 stockholders’ meeting and ~~others are as follows ($ thousands):~~will be available to respond to any questions.

Audit Taxes Filings Accounting Total
2015 $ 92.0 $ 0.5 $ 30.4 $ — $ 141.4

	Audit		Taxes		Filings		Accounting		$’s in 000’s Total
2021	$	197.5	$	10.0	$	41.4	$	—	$	248.9
2020	$	225.5	$	—	$	5.0	$	—	$	230.5

The current policy of the directors, acting asvia the ~~audit committee,~~Audit Committee, is to approve the appointment of the principal auditing firm and any permissible audit-related services. The audit and audit related fees include fees for the annual audit of the financial statements and review of financial statements included in 10K and Q filings. ~~Fees charged by Cherry Bekaert were approved by the Board with engagement letters signed by Douglas Solomon, former Chairman of the Board.~~

Required Vote

The ratification of the appointment of the Company’s independent auditors requires the receipt of the affirmative vote of a majority of the shares of the Company’s common stock present in person or by proxy and ~~voting at the Annual Meeting.~~cast for this specific item.

RECOMMENDATION OF THE BOARD FOR PROPOSAL NO. 2:

THE BOARD RECOMMENDS A VOTE FOR RATIFICATION OF APPOINTMENT OF CHERRY BEKAERT LLP AS OUR INDEPENDENT AUDITORS FOR THE YEAR ENDED DECEMBER 31, ~~2017.~~

~~PROPOSAL NO. 3~~

~~APPROVAL OF THE IPSIDY INC. 2017 INCENTIVE STOCK PLAN AND THE RESERVATION OF 70,000,000 SHARES OF COMMON STOCK FOR ISSUANCE THEREUNDER~~

At the Annual Meeting, the Company’s stockholders are being asked to approve the 2017 Incentive Stock Plan (the “2017 Incentive Plan”) and to authorize 70,000,000 shares of Common Stock for issuance thereunder. The following is a summary of principal features of the 2017 Incentive Plan. The summary, however, does not purport to be a complete description of all the provisions of the 2017 Incentive Plan. Any stockholder of the Company who wishes to obtain a copy of the actual plan document may do so upon written request to the Company’s Secretary at the Company’s principal offices.

~~General~~

The 2017 Incentive Plan was adopted by the Board of Directors. The Board of Directors has reserved 70,000,000 shares of Common Stock for issuance under the 2017 Incentive Plan. Under the Plan, options may be granted which are intended to qualify as Incentive Stock Options (“ISOs”) under Section 422 of the Internal Revenue Code of 1986 (the “Code”) or which are not (“Non-ISOs”) intended to qualify as Incentive Stock Options thereunder. Other types of equity awards may also be granted under the Plan including but not limited to restricted stock, restricted stock units, and stock appreciation rights, which together with the ISO’s and Non-ISO’s are hereinafter collectively referred to as “Awards”.

The 2017 Incentive Plan is not a qualified deferred compensation plan under Section 401(a) of the Internal Revenue Code and is not subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).

~~Purpose~~

The primary purpose of the 2017 Incentive Plan is to attract and retain the best available personnel for the Company in order to promote the success of the Company’s business and to facilitate the ownership of the Company’s stock by employees. In the event that the 2017 Incentive Plan is not adopted the Company, the Company may have considerable difficulty in attracting and retaining qualified personnel, officers, directors and consultants.

~~Administration~~

The 2017 Incentive Plan is administered by the Board or by a committee of the Board that may be designated by the Board to administer the Plan, composed of not less than two members of the Board all of whom are disinterested persons, as contemplated by Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the “~~Exchange Act~~~~”). All questions of interpretation of the 2017 Incentive Plan are determined by the Board or such Committee, and its decisions are final and binding upon all participants.~~

~~Eligibility~~

~~Under the 2017 Incentive Plan, equity grants may be granted to employees, officers, directors or consultants of the Company, as provided in the 2017 Incentive Plan.~~

~~Terms of Awards~~

The terms of Awards granted under the Plan shall be contained in an agreement between the participant and the Company and such terms shall be determined by the Board of Directors consistent with the provisions of the Plan. The terms of Awards may or not require a performance condition in order to vest the equity comprised in the relevant Award. The terms of each Option granted under the Plan shall be contained in a stock option agreement between the Optionee and the Company and such terms shall be determined by the Board of Directors consistent with the provisions of the Plan, including the following:

(a) PURCHASE PRICE. The purchase price of the Common Shares subject to each ISO shall not be less than the fair market value (as set forth in the 2017 Incentive Plan), or in the case of the grant of an ISO to a Principal Stockholder, not less that 110% of fair market value of such Common Shares at the time such Option is granted. The purchase price of the Common Shares subject to each Non-ISO shall be determined at the time such Option is granted, but in no case less than 100% of the fair market value of such Common Shares at the time such Option is granted.

(b) VESTING. The dates on which each Option (or portion thereof) shall be exercisable and the conditions precedent to such exercise, if any, shall be fixed by the Committee, in its discretion, at the time such Option is granted.

(c) EXPIRATION. The expiration of each Option shall be fixed by the Committee, in its discretion, at the time such Option is granted; however, unless otherwise determined by the Committee at the time such Option is granted, an Option shall be exercisable for ten (10) years after the date on which it was granted (the “Grant Date”). Each Option shall be subject to earlier termination as expressly provided in the 2017 Incentive Plan or as determined by the Committee, in its discretion, at the time such Option is granted.

(d) TRANSFERABILITY. No Option shall be transferable, except by will or the laws of descent and distribution, and any Option may be exercised during the lifetime of the Optionee only by him. No Option granted under the Plan shall be subject to execution, attachment or other process.

(e) OPTION ADJUSTMENTS. The aggregate number and class of shares as to which Options may be granted under the Plan, the number and class shares covered by each outstanding Option and the exercise price per share thereof (but not the total price), and all such Options, shall each be proportionately adjusted for any increase decrease in the number of issued Common Shares resulting from split-up spin-off or consolidation of shares or any like Capital adjustment or the payment of any stock dividend.

Except as otherwise provided in the 2017 Incentive Plan, any Option granted hereunder shall terminate in the event of a merger, consolidation, acquisition of property or stock, separation, reorganization or liquidation of the Company. However, the Optionee shall have the right immediately prior to any such transaction to exercise his Option in whole or in part notwithstanding any otherwise applicable vesting requirements.

(f) TERMINATION, MODIFICATION AND AMENDMENT. The 2017 Incentive Plan (but not Awards previously granted under the Plan) shall terminate ten (10) years from the earlier of the date of its adoption by the Board of Directors or the date on which the Plan is approved by the affirmative vote of the holders of a majority of the outstanding shares of capital stock of the Company entitled to vote thereon, and no Award shall be granted after termination of the Plan. Subject to certain restrictions, the Plan may at any time be terminated and from time to time be modified or amended by the affirmative vote of the holders of a majority of the outstanding shares of the capital stock of the Company present, or represented, and entitled to vote at a meeting duly held in accordance with the applicable laws of the State of Delaware.

~~FEDERAL INCOME TAX ASPECTS OF THE 2017 INCENTIVE PLAN~~

THE FOLLOWING IS A BRIEF SUMMARY OF THE EFFECT OF FEDERAL INCOME TAXATION UPON THE PARTICIPANTS AND THE COMPANY WITH RESPECT TO THE PURCHASE OF SHARES UNDER THE 2017 INCENTIVE PLAN. THIS SUMMARY DOES NOT PURPORT TO BE COMPLETE AND DOES NOT ADDRESS THE FEDERAL INCOME TAX CONSEQUENCES TO TAXPAYERS WITH SPECIAL TAX STATUS. IN ADDITION, THIS SUMMARY DOES NOT DISCUSS THE PROVISIONS OF THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FOREIGN COUNTRY IN WHICH THE PARTICIPANT MAY RESIDE, AND DOES NOT DISCUSS ESTATE, GIFT OR OTHER TAX CONSEQUENCES OTHER THAN INCOME TAX CONSEQUENCES. THE COMPANY ADVISES EACH PARTICIPANT TO CONSULT HIS OR HER OWN TAX ADVISOR REGARDING THE TAX CONSEQUENCES OF PARTICIPATION IN THE 2017 Incentive Plan AND FOR REFERENCE TO APPLICABLE PROVISIONS OF THE CODE.

~~Incentive Stock Options~~

The recipient of an incentive stock option generally will not be taxed upon grant of the option. Federal income taxes are generally imposed only when the shares of common stock from exercised incentive stock options are disposed of, by sale or otherwise. The amount by which the fair market value of the common stock on the date of exercise exceeds the exercise price is, however, included in determining the option recipient’s liability for the alternative minimum tax. If the incentive stock option recipient does not sell or dispose of the shares of common stock until more than one year after the receipt of the shares and two years after the option was granted, then, upon sale or disposition of the shares, the difference between the exercise price and the market value of the shares of common stock as of the date of exercise will be treated as a capital gain, and not ordinary income. If a recipient fails to hold the shares for the minimum required time the recipient will recognize ordinary income in the year of disposition generally in an amount equal to any excess of the market value of the common stock on the date of exercise (or, if less, the amount realized or disposition of the shares) over the exercise price paid for the shares. Any further gain (or loss) realized by the recipient generally will be taxed as short-term or long-term gain (or loss) depending on the holding period. We will generally be entitled to a tax deduction at the same time and in the same amount as ordinary income is recognized by the option recipient, if any.

~~Nonstatutory Stock Options~~

The recipient of stock options not qualifying as incentive stock options generally will not be taxed upon the grant of the option. Federal income taxes are generally due from a recipient of nonstatutory stock options when the stock options are exercised. The excess of the fair market value of the common stock purchased on such date over the exercise price of the option is taxed as ordinary income. Thereafter, the tax basis for the acquired shares is equal to the amount paid for the shares plus the amount of ordinary income recognized by the recipient. We will generally be entitled to a tax deduction at the same time and in the same amount as ordinary income is recognized by the option recipient by reason of the exercise of the option.

~~Other Awards~~

Recipients who receive restricted stock unit awards will generally recognize ordinary income when they receive shares upon settlement of the awards, in an amount equal to the fair market value of the shares at that time. Recipients who receive awards of restricted shares subject to a vesting requirement will generally recognize ordinary income at the time vesting occurs, in an amount equal to the fair market value of the shares at that time minus the amount, if any, paid for the shares. However, a recipient who receives restricted shares which are not vested may, within 30 days of the date the shares are transferred, elect in accordance with Section 83(b) of the Code to recognize ordinary compensation income at the time of transfer of the shares rather than upon the vesting dates. Recipients who receive performance shares will generally recognize ordinary income at the time of settlement, in an amount equal to the cash received, if any, and the fair market value of any shares received. We will generally be entitled to a tax deduction at the same time and in the same amount as ordinary income is recognized by the recipient.

~~Restrictions on Resale~~

Certain officers and directors of the Company may be deemed to be “affiliates” of the Company as that term is defined under the Securities Act. The Common Stock acquired under the 2017 Incentive Plan by an affiliate may be reoffered or resold only pursuant to an effective registration statement or pursuant to Rule 144 under the Securities Act or another exemption from the registration requirements of the Securities Act.

~~Required Vote~~

The affirmative vote of a majority of shares of common stock present in person or represented by proxy at the meeting and entitled to vote on this proposal is required for the approval of the 2017 Plan.

~~RECOMMENDATION~~

~~THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE ”~~~~FOR~~~~” THE APPROVAL OF THE IPSIDY INC. 2017 INCENTIVE PLAN AND THE RESERVATION OF 70,000,000 SHARES OF COMMON STOCK FOR ISSUANCE THEREUNDER.~~2021.

2530

PROPOSAL NO. 43

APPROVAL OF AN AMENDMENT TO THE COMPANY’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO ~~INCREASE~~DECREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK ~~AUTHORIZED~~ FROM ~~500,000,000~~1,000,000,000 TO ~~1,000,000,000~~250,000,000

AtThe Board of Directors has approved and is requesting stockholder approval to amend the ~~Annual Meeting, the Company’s stockholders are being asked to approve an amendment of the Company’s~~Amended and Restated Certificate of Incorporation to decrease the number of authorized shares of common stock from 1,000,000,000 to 250,000,000.

Reason for the Authorized Share Decrease

The Board of Directors believes that the reduction in the number of authorized shares of common stock will reduce certain of our costs, in particular annual franchise taxes paid to the State of Delaware. In addition, the Board of Directors believes that we will need fewer authorized shares of Common Stock to meet our projected capital stock needs for capital-raising transactions, issuance of equity-based compensation and, to the extent opportunities may arise in the future, strategic transactions that may involve our issuance of stock-based consideration.

In the event that we need to increase our authorized shares of common stock in the future, we may, subject to stockholder approval, seek to amend the Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of common ~~stock from 500,000,000 to 1,000,000,000. The following is a summary of the proposal.~~stock.

~~Description~~The Board of Directors believes that the Authorized Share Decrease will appropriately balance the needs for available shares for capital raising, strategic transactions, and equity incentive awards with the desire to avoid having an unreasonably high number of authorized shares and payment of excess franchise taxes. The Board of Directors believes that the size of the ~~Amendment~~remaining available shares is appropriate to provide for our long-term needs and is in line with most similarly situated companies.

~~Recently,~~Effects of the Amendment

The Authorized Share Decrease (if it is approved by our stockholders at the Annual Meeting) will not change any rights of any holder of common stock. Voting rights of the holders of the issued shares of common stock will remain the same.

The proposed amendment to the Amended and Restated Certificate of Incorporation would decrease the authorized shares of the common stock from 1,000,000,000 authorized shares of common stock to 250,000,000 authorized shares of common stock.

In implementing the Authorized Share Decrease, the Board of Directors intends to provide for an appropriate number of authorized shares of common stock available for future issuance. However, the proposed Authorized Share Decrease could have adverse effects. We will have less flexibility to issue shares of common stock, including in connection with a potential merger or acquisition, other strategic transaction or follow on offering if the number of authorized shares of the common stock is reduced.

In the event that our Board of Directors ~~approved an amendment~~determines that it would be in the best interests of the Company and its stockholders to ~~Article Fourth~~issue a number of shares of common stock in excess of the number of then authorized but unissued and unreserved shares, we would be required to seek the approval of our ~~Certificate of Incorporation, subject to stockholder approval,~~stockholders to increase the number of shares of authorized common ~~stock authorized for issuance under~~stock. If we are not able to obtain the ~~Certificate of Incorporation from 500,000,000 to 1,000,000,000 shares. The proposed amendment is as follows:~~

~~Resolutions Amending Certificate of Incorporation~~

RESOLVED, that the Corporation is hereby authorized to amend Article Fourth of the Corporation’s Certificate of Incorporation by deleting such Article Fourth in full and replacing it with the following:

~~“ARTICLE FOURTH~~

“FOURTH: The Corporation is authorized to issue two classes of stock. One class of stock shall be common stock, par value $0.0001, of which the Corporation shall have the authority to issue 1,000,000,000 shares. The second class of stock shall be blank check preferred stock, par value $0.0001, of which the corporation shall have the authority to issue 20,000,000 preferred shares. The preferred stock, or any series thereof, shall have such designations, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions thereof as shall be expressed in the resolution or resolutions providing for the issue of such stock adopted by the board of directors and may be made dependent upon facts ascertainable outside such resolution or resolutions of the board of directors, provided that the matter in which such facts shall operate upon such designations, preferences, rights and qualifications; limitations or restrictions of such class or series of stock is clearly and expressly set forth in the resolution or resolutions providing for the issuance of such stock by the board of directors."

FURTHER RESOLVED, that the appropriate executive officers of the Corporation are hereby authorized and directed to (i) execute Articles of Amendment attesting to the adoption of the foregoing resolution adopting the amendment, (ii) cause such Articles of Amendment to be filed in the office of the Secretary of State for the State of Delaware, and (iii) pay any fees and take any other action necessary to effect the Articles of Amendment and the foregoing resolution.

~~The Company shall have the right to make any additional changes to the proposed amendment as required by the Delaware Secretary of State to complete the purpose of such filing.~~

If the Amendment to the Certificate of Incorporation is approved by a majority of the voting capital stock, it will become effective upon its filing with the Delaware Secretary of State of the State. The Company expects to file the Amendment to the Certificate of Incorporation with the Delaware Secretary of State promptly after its approval ~~by stockholders.~~

~~Purpose of the Amendment~~

~~Since inception, we have incurred losses. To fund operations, we may need to rely on additional financings from the sale~~ of our securities. In addition, we have rewarded employees, directors and consultants with stock option and other equity incentive grants. We intend in the future to continue this process. Further, we have in the past acquired companies using our securities. Although we have no specific plans, we may in the future enter into merger or acquisition agreements in which we may use our securities as consideration for such transaction.

~~As of *, 2017, we have * shares of Common Stock issued and outstanding. In addition, we have~~* ~~shares of common stock reserved for issuance under stock options and~~* ~~shares of common stock reserved for issuance under Common Stock Purchase Warrants.~~

Except as set forth below, the Company has no current plan, commitment, arrangement, understanding or agreement regarding the issuance of the additional shares of Common Stock that will result from the Company’s adoption of the proposed amendment. In addition to the outstanding and reserved shares described above, we may issue additional shares of Common Stock and/or securities convertible or exercisable into Common Stock, which are necessary to finance our continuing operations. If the Board of Directors elects to issue additional shares of Common Stock, such issuance could have a dilutive effect on the earnings per share, voting power and holdings of current stockholders. Our current amount of authorized and unissued shares of Common Stock is not sufficient for both (i) our current and future financing needs and (ii) our commitments under outstanding options, warrants and convertible notes. Thus, we needstockholders to increase the ~~shares of Common Stock authorized by our Certificate of Incorporation. Further,~~on January 31, 2017, the Company entered into Executive Retention Agreements pursuant to which Mr. Stoller agreed to serve as Chief Financial Officer and Mr. Beck agreed to serve as Chief Executive Officer and President. Upon the Company being legally entitled to do so, the Company has agreed to enter a Restricted Stock Purchase Agreement with both Mr. Stoller and Mr. Beck pursuant to which they will be entitled to purchase 5,000,000 and 15,000,000 shares of common stock, respectively, at a per share price of $0.0001, which shares of common stock vest upon achieving various milestones.

~~Other Potential Effects of the Amendment~~

Upon filing the Amendment to our Certificate of Incorporation, the Board may cause the issuance of additional shares of common stock without further vote of our stockholders, except as provided under applicable Delaware law or any national securities exchange on which shares of our common stock are then listed or traded. In addition, if the Board of Directors elects to issue additional shares of common stock, such issuance could have a dilutive effect on the earnings per share, voting power and holdings of current stockholders.

~~Required Vote~~

Approval of the amendment to the Certificate of Incorporation to increase the shares of common stock authorized requires the receipt of the affirmative vote of a majority of the total possible votes represented by the Company’s common stock outstanding as of the record date.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO INCREASE THE AUTHORIZED SHARES OF COMMON STOCK FROM 500,000,000 SHARES TO 1,000,000,000 SHARES.

~~PROPOSAL NO. 5~~

~~TO APPROVE AN AMENDMENT TO OUR CERTIFICATE OF~~
~~INCORPORATION TO EFFECT A REVERSE STOCK SPLIT~~

~~General~~

On August 1, 2017, our board of directors unanimously approved, subject to stockholder approval, an amendment to our certificate of incorporation to effect a reverse stock split of our outstanding common stock by combining outstanding shares of common stock into a lesser number of outstanding shares of common stock by a ratio of not less than 1-for-2 and not more than 1-for-25 at any time prior to December 31, 2018, with the exact ratio to be set within this range by our board of directors at its sole discretion. The board of directors may alternatively elect to abandon such proposed amendment and not effect the reverse stock split authorized by stockholders, in its sole discretion. Upon the effectiveness of the amendment to our certificate of incorporation effecting the reverse stock split, the outstanding shares of our common stock will be reclassified and combined into a lesser number of shares ~~such that one share~~ of ~~our~~authorized common ~~stock will be issued for a specified number of shares.~~

If this Proposal 5 is approved by our stockholders as proposed, our board of directors would have the sole discretion to effect the amendment and reverse stock split at any time prior to December 31, 2018, and to fix the specific ratio for the reverse stock split, provided that the ratio would be not less than 1-for-2 and not more than 1-for-25. We believe that enabling our board of directors to fix the specific ratio of the reverse stock split within the stated range will provide us with the flexibility to implement the split in a timely manner, ~~designed~~we may be unable to ~~maximize the anticipated benefits for our stockholders. The determination~~take advantage of ~~the ratio of the reverse stock split will~~opportunities that might otherwise be ~~based on a number of factors, described further below under the heading "Criteria to be Used for Decision to Apply the Reverse Stock Split."~~

The reverse stock split, if approved by our stockholders, would become effective upon the filing of an amendment to our certificate of incorporation with the Secretary of State of the State of Delaware, or at the later time set forth in the amendment. The exact timing of the amendment will be determined by our board of directors based on its evaluation as to when such action will be the most advantageous to us and our stockholders ~~but will not occur after December 31, 2018. In addition, our board~~with respect to capital raising, hiring of directors reserves the right, notwithstanding stockholder approval and without further action by our stockholders, to abandon the amendment and the reverse stock split if, at any time prior to the effectiveness of the filing of the amendment with the Secretary of State, our board of directors, in its sole discretion, determines that it is no longer in our best interest and the best interests of our stockholders to proceed.

~~The primary purpose for effecting the reverse stock split is to increase the per share trading price of our common stock so as to:~~key executive officers, strategic transactions or other matters.

· ~~broaden the pool~~Interests of ~~investors that may be interested in investing in our company by attracting new investors who would prefer not to invest in shares that trade at lower share prices;~~

· ~~make our common stock a more attractive investment to institutional investors; and~~

· ~~better enable us to raise funds to finance planned operations;~~Directors and Executive Officers

· ~~position the Company to obtain a listing of the Company's common stock on an exchange, if possible.~~

Our board of directors further believes that an increased stock price may encourage investor interest and improve the marketability of our common stock to a broader range of investors, and thus improve liquidity and lower average transaction costs. Because of the trading volatility often associated with low-priced stocks, many brokerage firms and institutional investors have internal policies and practices that either prohibit them from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers. Our board of directors believes that the anticipated higher market price resulting from a reverse stock split would enable institutional investors and brokerage firms with policies and practices such as those described above to invest in our common stock.

In evaluating the reverse stock split, our board of directors also took into consideration negative factors associated with reverse stock splits. These factors include the negative perception of reverse stock splits held by many investors, analysts and other stock market participants, as well as the fact that the stock price of some companies that have effected reverse stock splits has subsequently declined back to pre-reverse stock split levels. Our board of directors, however, determined that these potential negative factors were significantly outweighed by the potential benefits, and believes that by increasing the per share market price of our common stock as a result of the reverse stock split may encourage greater interest in our common stock and enhance the acceptability and marketability of our common stock to the financial community and investing public as well as promote greater liquidity for our stockholders.

Any amendment to our certificate of incorporation to effect the reverse stock split will include the reverse stock split ratio fixed by our board of directors, within the range approved by our stockholders.

~~Criteria to be Used for Decision to Apply the Reverse Stock Split~~

If our stockholders approve the reverse stock split, our board of directors will be authorized to proceed with the reverse split. In determining whether to proceed with the reverse split and determining the ratio of the reverse stock split, if any, our board of directors will consider a number of factors, including market conditions, existing and expected trading prices of our common stock and the extent to which the reverse stock split may encourage greater interest in our common stock, enhance the acceptability and marketability of our common stock to the financial community and investing public and promote greater liquidity for our stockholders.

~~Effect of the Reverse Stock Split~~

The reverse stock split will be effected simultaneously for all outstanding shares of our common stock. The reverse stock split will affect all of our stockholders uniformly and will not affect any stockholder's percentage ownership interest in our company, except to the extent that the reverse stock split results in any of our stockholders owning a fractional share. The reverse stock split will not change the terms of our common stock. After the reverse stock split, the shares of common stock will have the same voting rights and rights to dividends and distributions and will be identical in all other respects to the common stock now authorized, which is not entitled to preemptive or subscription rights, and is not subject to conversion, redemption or sinking fund provisions. The post-reverse stock split common stock will remain fully paid and non-assessable. The reverse stock split is not intended as, and will not have the effect of, a "going private transaction" covered by Rule 13e-3 under the Securities Exchange Act of 1934. Following the reverse stock split, we will continue to be subject to the periodic reporting requirements of the Securities Exchange Act of 1934.

As of the effective time of the reverse stock split, we will adjust and proportionately decrease the number of shares of our common stock reserved for issuance upon exercise of, and adjust and proportionately increase the exercise price of, all options and warrants and other rights to acquire our common stock. In addition, as of the effective time of the reverse stock split, we will adjust and proportionately decrease the total number of shares of our common stock that may be the subject of the future grants under our stock plans.

Assuming reverse stock split ratios of 1-for-2, 1-for-12 and 1-for-25, which reflect the low end, middle and high end of the range that our stockholders are being asked to approve, the following table sets forth (i) the number of shares of our common stock that would be issued and outstanding, (ii) the number of shares of our common stock that would be reserved for issuance pursuant to outstanding warrants and options, and (iii) the weighted-average exercise price of outstanding options and warrants, each giving effect to the reverse stock split and based on securities outstanding as of July 28, 2017.

Number of
Shares Before
Reverse Stock
Split Reverse Stock
Split Ratio of
1-for-2 Reverse Stock
Split Ratio of
1-for-12 Reverse
Stock
Split Ratio of
1-for-25

Number of Shares of Common Stock Issued and Outstanding 344,214,142 172,102,071 28,684,501 13,768,566

Number of Shares of Common Stock Reserved for Issuance 155,213,697 77,606,849 12,934,475 6,208,560

Weighted Average Exercise Price of Options and Warrants $ 0.16 $ 0.32 $ 1.92 $ 4.00

If this Reverse Split Proposal (Proposal 5) is approved and our board of directors elects to effect the reverse stock split, the number of outstanding shares of common stock will be reduced in proportion to the ratio of the split chosen by our board of directors. Accordingly, if a reverse stock split is effected, the number of authorized shares of common stock will be proportionally increased.

Additionally, if this Reverse Split Proposal (Proposal 5) is approved and our board of directors elects to effect the reverse stock split, we would communicate to the public, prior to the effective date of the stock split, additional details regarding the reverse split, including the specific ratio selected by our board of directors. If the board of directors does not implement the reverse stock split by December 31, 2018, the authority granted in this proposal to implement the reverse stock split will terminate.

Our directors and executive officers have no substantial interests, directly or indirectly, in the matters set forth in this ~~proposed amendment,~~proposal except to the extent of their ownership ~~in shares of our common stock and securities convertible or exercisable for common stock.~~

~~Certain Risks and Potential Disadvantages Associated with the Reverse Stock Split~~

The effect of the reverse stock split upon the market prices for our common stock cannot be accurately predicted, and the history of similar stock split combinations for companies in like circumstances is varied. If the reverse stock split is implemented, the post-split market price of our common stock may be less than the pre-split price multiplied by the reverse stock split ratio.

In addition, a reduction in number of shares outstanding may impair the liquidity for our common stock, which may reduce the value of our common stock. Also, some stockholders may consequently own less than one hundred shares of our common stock. A purchase or sale of less than one hundred shares may result in incrementally higher trading costs through certain brokers, particularly "full service" brokers. Therefore, those stockholders who own less than one hundred shares following the reverse stock split may be required to pay modestly higher transaction costs should they then determine to sell their shares.

~~Procedure for Effecting the Reverse Stock Split and Exchange of Stock Certificates~~

If our stockholders approve the proposal to effect the reverse stock split, and if our board of directors still believes that a reverse stock split is in the best interests of us and our stockholders, our board of directors will determine the ratio of the reverse stock split to be implemented and we will file the certificate of amendment with the Secretary of State of the State of Delaware. As soon as practicable after the effective date of the reverse stock split, stockholders will be notified that the reverse stock split has been effected.

~~Beneficial Owners of Common Stock.~~ Upon the implementation of the reverse stock split, we intend to treat shares held by stockholders in "street name" (i.e., through a bank, broker, custodian or other nominee), in the same manner as registered stockholders whose shares are registered in their names. Banks, brokers, custodians or other nominees will be instructed to effect the reverse stock split for their beneficial holders holding our common stock in street name. However, these banks, brokers, custodians or other nominees may have different procedures than registered stockholders for processing the reverse stock split and making payment for fractional shares. If a stockholder holds shares of our common stock with a bank, broker, custodian or other nominee and has any questions in this regard, stockholders are encouraged to contact their bank, broker, custodian or other nominee.

~~Registered Holders of Common Stock.~~ Certain of our registered holders of common stock hold some or all of their shares electronically in book-entry form with our transfer agent. These stockholders do not hold physical stock certificates evidencing their ownership of our common stock. However, they are provided with a statement reflecting the number of shares of our common stock registered in their accounts. If a stockholder holds registered shares in book-entry form with our transfer agent, no action needs to be taken to receive post-reverse stock split shares or payment in lieu of fractional shares, if applicable. If a stockholder is entitled to post-reverse stock split shares, a transaction statement will automatically be sent to the stockholder's address of record indicating the number of shares of our common stock held following the reverse stock split.

~~Holders of Certificated Shares of Common Stock.~~ As of the date of this proxy statement, certain of our shares of common stock were held in certificated form. Stockholders of record at the time of the reverse stock split who hold shares of our common stock in certificated form will be sent a transmittal letter by the transfer agent after the effective time that will contain the necessary materials and instructions on how a stockholder should surrender his, her or its certificates, if any, representing shares of our common stock to the transfer agent.

~~Fractional Shares~~ stock.

~~We will not issue fractional shares in connection with the reverse stock split.~~Vote RequiredInstead, the Company will issue one full share of the post-reverse split common stock to any stockholder of record who would have been entitled to receive a fractional share as a result of the process.

~~No Appraisal Rights~~

No action is proposed herein for which the laws of the State of Delaware, or our certificate of incorporation or bylaws, provide a right to our stockholders to dissent and obtain appraisal of, or payment for, such stockholders' capital stock.

~~Accounting Consequences~~

The ~~reverse stock split will not affect total assets, liabilities or shareholders' equity. However, the per share net income or loss and net book value~~affirmative vote of the ~~common stock will be retroactively increased for each period because there will be fewer shares of common stock outstanding.~~

~~Federal Income Tax Consequences~~

The following summary of the federal income tax consequences of the Reverse Split is based on current law, including the Internal Revenue Code of 1986, as amended, and is for general information only. The tax treatment of a stockholder may vary depending upon the particular facts and circumstances of such stockholder, and the discussion below may not address all the tax consequences for a particular stockholder. For example, foreign, state and local tax consequences are not discussed below. Accordingly, each stockholder should consult his or her tax adviser to determine the particular tax consequences to him or her of a Reverse Split, including the application and effect of federal, state, local and/or foreign income tax and other laws.

Generally, a reverse stock split will not result in the recognition of gain or loss for federal income tax purposes. The adjusted basis of the new shares of common stock will be the same as the adjusted basis of the common stock exchanged for such new shares. The holding period of the new, post-Reverse Split shares of the common stock resulting from implementation of the Reverse Split will include the stockholder’s respective holding periods for the pre-Reverse Split shares.

~~Required Vote~~

~~Pursuant to the Delaware General Corporation Law, this proposal must be approved by the affirmative vote~~holders of a majority of the outstanding shares of our common stock ~~of the Company~~ entitled to vote on the ~~proposal.~~matter either in person or by proxy is required to approve the Certificate of Amendment to effectuate the Authorized Share Decrease. Abstentions and broker non-votes with respect to this proposal will be counted for purposes of establishing a quorum and, if a quorum is present, abstentions will have the same practical effect as a vote against this proposal.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT ~~YOU~~STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE AUTHORIZED SHARE DECREASE PROPOSAL, AND PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED IN FAVOR OF THE AMENDMENT ~~TO OUR CERTIFICATE OF INCORPORATION TO EFFECT THE REVERSE STOCK SPLIT.~~UNLESS A STOCKHOLDER INDICATES OTHERWISE.

OTHER MATTERS

The Board of Directors knows of no other business which will be presented at the Annual Meeting. If any other matters properly come before the meeting, the persons named in the enclosed Proxy, or their substitutes, will vote the shares represented thereby in accordance with their judgment on such matters.

ADDITIONAL INFORMATION

Annual Reports on Form 10-K

Additional copies of Ipsidy’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2016~~2021 may be obtained without charge by writing to the Chief Financial Officer, Ipsidy Inc., ~~780~~670 Long Beach Boulevard, Long Beach, New York 11561. Ipsidy’s Annual Report on Form 10-K can also be found on Ipsidy’s website:~~www.ipsidy.com~~investors.authid.ai.

Stockholders Proposals for the ~~2018~~2023 Annual Meeting.

Stockholder proposals intended to be presented at the Company’s ~~2018 annual meeting~~2022 Annual Meeting must be received by the Company no later than *, 2018April 12, 2023 (pursuant to Rule 14a-8 of the Exchange Act, 120 days before the anniversary of the prior year’s mailing date) to be eligible for inclusion in the Company’s proxy statement and form of proxy for next year’s meeting. However, if the date of the 2023 Annual Meeting of Stockholders is changed by more than 30 days from the date of the previous year’s meeting, then the deadline is a reasonable time before we begin to print and send our proxy statement for the 2023 Annual Meeting of Stockholders. We will disclose the new deadline by which stockholders proposals must be received under Item 5 of our earliest possible Quarterly Report on Form 10-Q, or, if impracticable, by any means reasonably calculated to inform stockholders. SEC rules set standards for eligibility and specify the types of stockholder proposals that may be excluded from a proxy statement. Proposals should be addressed to Ipsidy Inc., Attn. ~~Chief Financial Officer, 780~~Corporate Secretary, 670 Long Beach Boulevard, Long Beach, New York 11561.

~~For~~Under Rule 14a-4(c) of the Exchange Act, our Board may exercise discretionary voting authority under proxies solicited by it with respect to any ~~proposal~~matter properly presented by a stockholder at the 2023 Annual Meeting of Stockholders that isthe stockholder does not ~~submitted for inclusion~~seek to have included in ~~next year’s~~our proxy statement ~~(as~~if (except as described in the ~~preceding paragraph), but is instead sought~~following sentence) the proxy statement discloses the nature of the matter and how our Board intends to ~~be presented directly at~~exercise its discretion to vote on the ~~2018 annual meeting,~~matter, unless we are notified of the ~~federal securities laws require stockholders to give advance notice of such proposals. The required notice must~~proposal on or before June 26, 2023 (pursuant to Rule 14a-4 of the Exchange ~~Act) be given no less than~~Act, 45 days ~~in advance~~before the anniversary of the ~~one year anniversary~~prior year’s mailing date) and the stockholder satisfies the other requirements of Rule 14a-4(c)(2). However, if the date of the 2023 Annual Meeting of Stockholders is changed by more than 30 days from the date ~~on which~~of the ~~Company first sent its~~previous year’s meeting, then the deadline is a reasonable time before we begin to print and send our proxy ~~materials~~statement for the ~~immediately preceding annual~~2023 Annual Meeting of Stockholders. We will disclose the new deadline by which stockholders’ proposals must be received under Item 5 of our earliest possible Quarterly Report on Form 10-Q, or, if impracticable, by any means reasonably calculated to inform stockholders. If we first receive notice of the matter after June 26, 2023, and the matter nonetheless is permitted to be presented at the 2023 Annual Meeting of Stockholders, our Board may exercise discretionary voting authority with respect to the matter without including any discussion of the matter in the proxy statement for the meeting. We reserve the right to reject, rule out of order or take other appropriate action with respect to any proposal that does not comply with the requirements described above and other applicable requirements. Accordingly, with respect to the Company’s ~~2018~~2023 annual meeting of stockholders, notice must be provided to Ipsidy Inc., Attn. ~~Chief Financial Officer, 780~~Corporate Secretary, 670 Long Beach Boulevard, Long Beach, New York 11561 no later than *, 2018.June 26, 2023. If a stockholder fails to provide timely notice of a proposal to be presented at the ~~2018~~2023 annual meeting, the chair of the meeting will declare it out of order and disregard any such matter.

Proxy Solicitation Costs

The proxies being solicited hereby are being solicited by the Company. The Company will bear the entire cost of solicitation of proxies including preparation, assembly, printing and mailing of the Notice, the Proxy Statement, the Proxy card and establishment of the Internet site hosting the proxy material. Copies of solicitation materials will be furnished to banks, brokerage houses, fiduciaries and custodians holding in their names shares of common stock beneficially owned by others to forward to such beneficial owners. Officers and regular employees of the Company may, but without compensation other than their regular compensation, solicit proxies by further mailing or personal conversations, or by telephone, telex, facsimile or electronic means. We will, upon request, reimburse brokerage firms and others for their reasonable expenses in forwarding solicitation material to the beneficial owners of stock.

	By Order of the Board of Directors,

	/s/ ~~Philip D. Beck~~Phillip L. Kumnick
	~~Philip D. Beck~~Phillip L. Kumnick
	Chair of the Board of Directors

~~YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY.~~32

~~Vote by Internet or Telephone – QUICK~~¨ ~~EASY~~
~~IMMEDIATE – 24 Hours a Day, 7 Days a Week or by Mail~~

~~Ipsidy Inc.~~

As a shareholder of Ipsidy Inc., you have the option of voting your shares electronically through the Internet or on the telephone, eliminating the need to return the proxy card. Your electronic vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed, dated and returned the proxy card. Votes submitted electronically over the Internet or by telephone must be received by 7:00 p.m., Eastern Time, on *, 2017.

~~INTERNET/MOBILE~~–
http://*
~~Use the Internet to vote your proxy. Have your proxy card available when you access the above website. Follow the prompts to vote your shares.~~

~~PHONE~~ – ~~1 ( ) -~~
~~Use a touch-tone telephone to vote your proxy. Have your proxy card available when you call. Follow the voting instructions to vote your shares.~~

~~PLEASE DO NOT RETURN THE PROXY CARD IF YOU~~
~~ARE VOTING ELECTRONICALLY OR BY PHONE.~~

~~MAIL –~~ ~~Mark, sign and date your proxy card and return it in the postage-paid envelope provided.~~

¨~~FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED~~¨

~~PROXY~~

~~THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF THE NAMED NOMINEES AS DIRECTORS and “FOR” PROPOSALS 2, 3, 4 AND 5.~~

~~1.Election of Directors~~

~~(1) Philip D. Beck~~ ~~FOR~~¨~~WITHHOLD~~¨

~~(2) Thomas R. Szoke~~ ~~FOR~~¨~~WITHHOLD~~¨

~~(3) Herbert Selzer~~ ~~FOR~~¨~~WITHHOLD~~¨

~~(4) Ricky Solomon~~ ~~FOR~~¨~~WITHHOLD~~¨

~~(5) Theodore Stern~~ ~~FOR~~¨~~WITHHOLD~~¨

~~(6)~~

~~3. To approve the Company’s 2017 Incentive Stock Plan and the reservation of 70,000,000 shares of common stock for issuance thereunder.~~

~~FOR~~~~AGAINST~~ ~~ABSTAIN~~
¨¨¨

~~2. Proposal to ratify the appointment of CHERRY BEKAERT LLP as the Company’s independent auditors for the fiscal year ending December 31, 2017.~~

~~FOR~~~~AGAINST~~ ~~ABSTAIN~~
~~☐ ☐ ☐~~

~~4 To approve the amendment of the Certificate of Incorporation to increase the authorized shares of common stock to 1,000,000,000.~~

~~FOR~~~~AGAINST~~ ~~ABSTAIN~~
¨¨¨

5. To approve an amendment to our certificate of incorporation to effect a reverse stock split at a ratio not less than 1-for-2 and not greater than 1-for-25, with the exact ratio to be set within that range at the discretion of our board of directors before December 31, 2018 without further approval or authorization of our stockholders.

~~FOR~~~~AGAINST~~ ~~ABSTAIN~~
¨¨¨

		~~COMPANY ID:~~

		~~PROXY NUMBER:~~

		~~ACCOUNT NUMBER:~~

~~Signature~~

~~Signature, if held jointly~~

~~Date~~

~~, 2017.~~

Note: Please sign exactly as name appears hereon. When shares are held by joint owners, both should sign. When signing as attorney, executor, administrator, trustee, guardian, or corporate officer, please give title as such.

~~Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on *, 2017~~

The proxy statement and our 2016 Annual Report on Form 10-K to Stockholders are available at http://*

¨~~FOLD HERE ● DO NOT SEPARATE ● INSERT IN ENVELOPE PROVIDED~~¨

~~PROXY~~

~~Ipsidy Inc.~~

~~PROXY FOR ANNUAL MEETING TO BE HELD ON *, 2017~~
~~THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS~~

The undersigned shareholder hereby appoints Philip D. Beck and Stuart P. Stoller or either of them (each with full power to act alone), as attorneys and proxies for the undersigned, with the power to appoint his or her substitute, to represent and to vote all the shares of the common stock of Ipsidy Inc. (the “Company”), which the undersigned would be entitled to vote, at the Company’s Annual Meeting of Stockholders to be held at 780 Long Beach Boulevard, Long Beach, New York 11561 on, *, 2017, at 10:00 a.m., Eastern Time, and any adjournments thereof, subject to the directions indicated on the reverse side hereof.

~~In their discretion, the Proxy is authorized to vote upon any other matter that may properly come before the meeting or any adjournments thereof.~~

~~This proxy, when properly executed, will be voted in the manner directed on the reverse side by the undersigned shareholder.~~~~If no direction is made, this proxy will be voted FOR the election of the named nominees as directors, FOR Proposals 2, 3, 4 and 5.~~

~~PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.~~

~~(IMPORTANT — This Proxy must be signed and dated on the reverse side.)~~

¨	~~Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.~~

	~~(1)~~	~~Title of each class of securities to which transaction applies:~~

	~~(2)~~	~~Aggregate number of securities to which transaction applies:~~

	~~(3)~~	~~Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):~~

	~~(4)~~	~~Proposed maximum aggregate value of transaction:~~

	~~(5)~~	~~Total fee paid:~~


¨☐	Fee paid previously with preliminary materials.

¨☐	~~Check box if any part of the fee is offset as provided~~Fee computed on table in exhibit required by Item 25(b) per Exchange Act ~~Rule 0-1l (a)(2)~~Rules 14a- 6(i)(1) and ~~identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.~~

	~~(1)~~	~~Amount Previously Paid:~~

	~~(2)~~	~~Form, Schedule or Registration Statement No.:~~

	~~(3)~~	~~Filing Party:~~

	~~(4)~~	~~Date Filed:~~
		0-11

Name	Position	Number of Shares of Common Stock			Percentage of Common Stock (1)

Officers & Directors

Philip Beck	Chairman of the Board. CEO and President		28,500,000	⁽²⁾		8.28	%
Douglas Solomon	Director and Executive Director		37,303,747	⁽³⁾		10.84	%
Thomas Szoke	Chief Technology Officer and Director		35,208,801	⁽⁴⁾		10.23	%
Ricky Solomon	Director		9,946,717	⁽⁵⁾		2.89	%
Herb Selzer	Director		7,071,218	⁽⁶⁾		1.65	%
Stuart Stoller	Chief Financial Officer		0	⁽⁷⁾
			118,030,543			34.33	%
>5% Shareholders

Andras Vago	Shareholder		47,368,260	⁽⁸⁾		13.76	%
Eric Rand	Shareholder		34,124,857	⁽⁹⁾		9.62	%
Stephen Garchik	Shareholder		28,536,574	⁽¹⁰⁾		8.28	%
Richard Greene	Shareholder		25,658,855	⁽¹¹⁾		7.37	%
Rick Antunes	Shareholder		20,699,878			6.01	%
Theodore Stem	Shareholder		19,870,890	⁽¹²⁾		5.75	%
			176,259,314			50.81	%
	Total owned by officers, directors and shareholders		294,289,857			85.14	%

Board Diversity Matrix as of June 27, 2022
Total Number of Directors	8
	Female		Male		Non-Binary
Part I: Gender Identity
Directors		2		6	-
Part II: Demographic Background
African American or Black		-		-	-
Alaskan Native or Native American		-		-	-
Asian		1		-	-
Hispanic or Latinx		-		1	-
Native Hawaiian or Pacific Islander		-		-	-
White		1		6	-
Two or More Races or Ethnicities		-		-	-
LGBTQ+		0		0	0

Name	Fees Earned or Paid in Cash ($)		Stock Awards (S)		Option Awards (S)		Other Compensation ($)		Total ($)
Phillip Kumnick (1)(2)		-		-		127,332		-		127,332

Philip Broenniman (1)(3)		-		-		127,332		-		127,332

Michael Gorriz (1)		-		-		360,000		-		360,000

Michael Koehneman (1)		-		-		360,000		-		360,000

Neepa Patel (1)		-		-		270,000		-		270,000

Sanjay Puri (1)		-		-		270,000		-		270,000

Herbert Selzer (1)		-		-		163,360		-		163,360

Theodore Stern (1)		-		-		163,360		-		163,360

Jacqueline White (1)		-		-		360,000		-		360,000

	By Order of the Board of Directors

	/s/ ~~Philip D. Beck~~Phillip L. Kumnick
	~~Philip D. Beck~~Phillip L. Kumnick
	~~Chair~~Chairman of the Board of Directors

	·
	●	for ~~approval of~~ the ~~2017 Incentive Stock Plan and to authorize 70,000,000 shares of Common Stock for issuance thereunder;~~

Name	Position	Number of Shares of Common Stock			Percentage of Common Stock (1)
Officers and Directors
Thomas L. Thimot	Director & CEO		273,453	(2)		1.1	%
Phillip L. Kumnick	Chairman of the Board		1,327,707	(3)		5.1	%
Philip R. Broenniman	Director		1,432,623	(4)		5.6	%
Cecil N. Smith III (Tripp)	President and Chief Technology Officer		108,156	(5)		0.4	%
Michael A. Gorriz	Director		54,145	(6)		0.2	%
Michael L. Koehneman	Director		38,806	(7)		0.2	%
Jacqueline L. White	Director		26,806	(8)		0.1	%
Joseph Trelin	Director		1,800	(9)		*
Neepa Patel	Director		0	(10)		*
Hang Thi Bich Pham	Chief Financial Officer		7,290	(11)		*
Total Officers and Directors			3,270,786			12.7	%

5% Stockholders
Stephen J. Garchik	Stockholder		2,663,908	(12)		9.9	%
Andras Vago	Stockholder		1,578,942	(13)		6.4	%

Total 5% Stockholders			4,242,850			16.3	%

Total Officers, Directors and 5% Stockholders			7,513,636			29.0	%

(2)	Includes 98,453 shares of common stock, and (ii) a stock option to acquire 1,200,000 shares of common stock at an exercise price of $7.80 per share vesting over a four-year period and subject to certain performance vesting criteria, of which 175,000 shares will be vested as of August 26, 2022.

(6)	Includes (i) 311 shares of common stock, (ii) a stock option to acquire 62,500 shares of common stock at an exercise price of $7.80 per share, which vest over a three-year period after each Annual Meeting subject to continued service, of which 20,833 are vested, (iii) a stock option to acquire 10,238 shares of common stock at $15.16 per share that vest on a monthly basis over 12 months from December 29, 2021 and (iv) a Senior Secured Convertible Note in the amount of $100,000 convertible into common stock at a conversion price of $3.70.

(7)	Includes (i) 11,000 shares of common stock, (ii) 1,000 shares of common stock held by Mrs. Koehneman, (iii) a stock option to acquire 62,500 shares of common stock at an exercise price of $7.80 per share, which vest over a three-year period after each Annual Meeting subject to continued service, of which 20,833 are vested, and (iv) a stock option to acquire 10,238 shares of common stock at $15.16 per share that vest on a monthly basis over 12 months from December 29, 2021

(8)	Includes (i) a stock option to acquire 62,500 shares of common stock at an exercise price of $7.80 per share, which vest over a three-year period after each Annual Meeting subject to continued service, of which 20,833 are vested, and (ii) a stock option to acquire 10,238 shares of common stock at $15.16 per share that vest on a monthly basis over 12 months from December 29, 2021.

(9)	Includes (i) 1,800 shares of common stock, and (ii) a stock option to acquire 100,897 shares of common stock at an exercise price of $3.13 per share, which vest over a three-year period after each Annual Meeting subject to continued service, none of which are vested

(10)	Comprises a stock option to acquire 29,173 shares of common stock at an exercise price of $15.97 per share, which vest over a three-year period after each Annual Meeting subject to continued service, none of which will be vested as of August 26, 2022.

(11)	Comprises a stock option to acquire 350,000 shares of common stock at an exercise price of $2.41 per share, which vest over a vesting over a four-year period and subject to certain performance vesting criteria, of which 7,290 will be vested as of August 26, 2022.

Name	Age	Position (s) and Offices Held
Thomas L. Thimot	56	Director and Chief Executive Officer

Phillip L. Kumnick	56	Chairman of the Board of Directors

Cecil N. Smith III (Tripp)	42	President and Chief Technology Officer

Hang Thi Bich Pham (Annie) (4)	46	Chief Financial Officer

Philip ~~D. Beck~~	57	~~Chairman of the Board of Directors, Chief Executive Officer and President~~

~~Douglas Solomon~~	62	~~Executive Director, Government Relations and Enterprise Security and Director~~

~~Thomas Szoke~~	53	~~Chief Technology Officer and Director~~

~~Herbert Selzer~~	71	~~Director~~

~~Ricky Solomon~~R. Broenniman	56	Director

~~Theodore Stern~~Michael A. Gorriz (2)(3)	8762	Director ~~Nominee~~

~~Stuart P. Stoller~~Michael L. Koehneman* (1)(2)	62	Director

Neepa Patel*(1)(2)	38	Director

Joseph Trelin	62	Director

Jacqueline L. White* (1)(3)	58	Director

(1)	Audit Committee

(2)	Governance Committee

(3) (4)	Compensation Committee On April 25, 2022, Mr. Stoller indicated his intention to resign as Chief Financial Officer of the Company in connection with his planned retirement. The resignation and retirement took effect on June 17, 2022, following which Annie Pham was appointed Chief Financial Officer in his place.

	●	that were initiated by any regulatory, civil or criminal agency

	●	in which claims alleging fraud were asserted and seeking damages in excess of $100,000

	●	Herbert Selzer and Theodore Stern who resigned June 9, 2021.

	●	Phillip Kumnick from June 14, 2021 when he resigned as Chief Executive Officer of the Company.

	●	Philip Broenniman from June 14, 2021 when he resigned President of the Company.

	●	Michael Gorriz, Michael Koehneman and Jacqueline White appointed June 9, 2021

	●	Sanjay Puri, appointed June 9, 2021 through December 29, 2021. Two thirds of the options shown as granted in the above table lapsed on termination of his appointment.

	●	Neepa Patel appointed November 15, 2021

(2)	The table does not include the following grant awarded to Mr. Kumnick for his services as an Executive Officer. During 2021, the Company recorded stock option expense for Mr. Kumnick of approximately $558,514 for his service as CEO through June 14, 2021. The Company granted Mr. Kumnick stock options to acquire 583,333 shares of common stock that vest upon the achievement of certain market capitalization thresholds or performance conditions. In November 2021 Mr. Kumnick agreed to cancel 300,000 of these stock options in consideration of removing certain service conditions. See “Executive Compensation” below.

(3)	The table does not include the following grant awarded to Mr. Broenniman for his services as an Executive Officer. During 2021, the Company recorded stock option expense for Mr. Broenniman of approximately $595,000 for his service as President through June 14, 2021. The Company granted Mr. Broenniman stock options to acquire 583,333 shares of common stock that vest upon the achievement of certain market capitalization thresholds or performance conditions. In November 2021 Mr. Broenniman agreed to cancel 200,000 of these stock options in consideration of removing certain service conditions.

Executive Officer	Fees earned or paid in cash		Stock Awards		(1) Option Awards		Non-equity incentive plan compensation		Nonqualified deferred compensation earnings		All other compensation		Total
Ricky Solomon		—		—		93,195		—		—		—		93,195
Herbert Selzer		—		—		92,599		—		—		—		92,599

	Number of Shares Before Reverse Stock Split		Reverse Stock Split Ratio of 1-for-2		Reverse Stock Split Ratio of 1-for-12		Reverse Stock Split Ratio of 1-for-25

Number of Shares of Common Stock Issued and Outstanding		344,214,142		172,102,071		28,684,501		13,768,566

Number of Shares of Common Stock Reserved for Issuance		155,213,697		77,606,849		12,934,475		6,208,560

Weighted Average Exercise Price of Options and Warrants	$	0.16	$	0.32	$	1.92	$	4.00