As filed with the Securities and Exchange Commission on November 1, 2021April 25, 2022

Registration Statement No. 333-_______333-                 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3


REGISTRATION STATEMENT
UNDER


THE SECURITIES ACT OF 1933

 

 

 

 

IPSIDY INC.Ipsidy Inc.

(Exact name of registrant as specified in its charter)

 

Delaware 46-2069547

(State or other jurisdiction of


incorporation or organization)

 

(IRSI.R.S. Employer


Identification No.)

 

670 Long Beach Boulevard


Long Beach, New York 11561

(516) 274-8700


(Address, including zip code, and telephone number, including area code, of Registrant’sregistrant’s principal executive offices)

 

Thomas L. Thimot


Chief Executive Officer

Ipsidy Inc.


670 Long Beach Boulevard

Long Beach, New York 11561


(516) 274-8700


(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Copies to:

Stephen Fleming,Christopher Peterson, Esq.

Fleming PLLC

30 Wall Street, 8Arnold & Porter Kaye Scholer LLP
250 West 55th Floor

Street
New York, New York 10005

(516) 833-503410019
(212) 836-8861

 

Approximate date of commencement of proposed sale to the public:public: From time to time after the effective date of this Registration Statement.Statement becomes effective as determined by market conditions.

 

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

 

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

 

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

 

Large accelerated filer☐☐Accelerated filer☐
Non-accelerated filer☒☐Smaller reporting company ☒
  Emerging growth company☐☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐☒

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered

 Amount
to be
Registered		  Proposed Maximum
Offering Price
Per Unit		  

Proposed Maximum

Aggregate Offering

Price 
(1)(2)(3)

  

Amount of

Registration Fee
(4)

 
Common stock            
Preferred stock            
Debt securities            
Warrants            
Units            
Total Offering       $200,000,000  $18,540 

(1)Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the securities registered hereunder are deemed to include an indeterminate amount and number of common stock and/or preferred stock as may be issued upon stock splits, stock dividends or similar transactions. Pursuant to Rule 457(i) promulgated under the Securities Act, the securities registered hereunder include an indeterminate number of shares of common stock and/or preferred stock as may be issued upon conversion, exchange and/or redemption of the preferred stock, debt securities, warrants or units, as the case may be. Separate consideration may or may not be received for any shares of common stock or preferred stock so issued upon conversion, exchange or redemption.
(2)The registrant is registering an indeterminate number of securities of each identified class of securities up to a proposed aggregate offering price of $200,000,000, which may from time to time be offered in unspecified numbers and at indeterminate prices.
(3)The proposed maximum aggregate offering price per class of security will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security pursuant to General Instruction II.D. of Form S-3 under the Securities Act.
(4)Calculated pursuant to Rule 457(o) under the Securities Act.  

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

  

 

 

PROSPECTUS

The information in this prospectus is not complete and may be changed. WeThe selling stockholders named in this prospectus may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is notneither an offer to sell these securities andnor does it is not solicitingseek an offer to buy these securities in any statejurisdiction where the offer or sale is not permitted.

 

Subject to Completion, dated November 1, 2021

PROSPECTUSSUBJECT TO COMPLETION, DATED APRIL 25, 2022

 

$200,000,000 

 

IPSIDY INC.

 

4,522,059 shares of Common Stock

Preferred Stock

Debt Securities

Warrants

Units

We may offer and sell, at any time and from time to time, in one or more offerings, any of the following securities:

●common stock;
●preferred stock;
●debt securities;
●Warrants; and
●Units

When we use the term “securities” in this prospectus, we mean any of the securities we may offer with this prospectus, unless we say otherwise.held by Selling Shareholders

 

This prospectus describes somerelates to the resale by the selling stockholders identified in this prospectus of up to 4,522,059 shares of our common stock, par value $0.0001 per share (“common stock”), issued or issuable as set forth below.

1.28,497 shares of common stock issued as payment of an origination fee (the “Stock Origination Fee”) representing 1.0% of the original principal amount of our Senior Secured Convertible Notes (the “Convertible Notes”) issued to certain accredited investors, including certain directors of the Company or their affiliates (the “Note Investors”), pursuant to the Securities Purchase Agreement dated March 21, 2022 (the “Securities Purchase Agreement”).

2.2,479,811 shares of common stock issuable upon conversion of the outstanding principal amount of the Convertible Notes.

3.850,237 shares of common stock that may be issuable upon the conversion of accrued and unpaid interest with respect to such principal amount of the Convertible Note or as payment of accrued interest, at the Company’s option, in the manner permitted by the Convertible Notes.

4.100,000 shares of common stock issued to Stephen J. Garchik (“Lender”) as a facility commitment fee (the “Facility Commitment Fee”) pursuant to the Facility Agreement dated March 21, 2022 (the “Facility Agreement”).

5.(i) 1,000,000 shares of common stock issued to an outside investor, pursuant to a Subscription Agreement dated March 18, 2022 (the “Outside Investor Subscription Agreement”), and (ii) 63,514 shares of common stock issued to certain members of the Company’s management team, pursuant to Subscription Agreements dated March 21, 2022 (the “Management Subscription Agreements” and together with the Outside Investor Subscription Agreement, the “Subscription Agreements”).

We are not selling any shares of common stock and will not receive any proceeds from the resale of the general termsshares.

We have agreed to bear all expenses incurred in connection with the registration of these shares of our common stock. The Selling Stockholders will pay or assume brokerage commissions and similar charges, if any, incurred in connection with the resale of the Shares.

The Selling Stockholders identified in this prospectus, or their pledgees, donees, transferees or other successors-in-interest that may apply to these securities and the general manner in which they may be offered. The specific terms of any securities to be offered, and the specific manner in which they may be offered, will be describedidentified in a supplement to this prospectus or, incorporated intoif required, a post-effective amendment to the registration statement of which this prospectus by reference. You should read this prospectus and any supplement carefully before you invest.

When we issue new securities, weis a part, may offer them for salesuch shares from time to time through public or through underwriters, dealers and agentsprivate transactions at prevailing market prices, at prices related to prevailing market prices or directly to purchasers,at privately negotiated prices. For additional information on a continuous or delayed basis. The applicable prospectus supplement for each offeringthe methods of securities will describe in detailresale that may be used by the planSelling Stockholders, see the section entitled “Plan of distribution for that offering, including any requiredDistribution” beginning on page 16 For information aboutregarding the firms we use andSelling Stockholders, see the discounts or commissions we may pay them for their services.section entitled “Selling Stockholders” beginning on page 7.

 

Our common stock is listedtraded on the Nasdaq Capital Market under the symbol “AUID.”“AUID”. On October 28, 2021,April 20, 2022, the last reported salesclosing sale price of our common stock on the Nasdaq Capital Market was $13.25$3.56 per share. As of the date of this prospectus, other than

Investing in our common stock noneinvolves a high degree of the securities that we may offer by this prospectus are listed on any national securities exchange or automated quotation system.

Our principal executive office is located at 670 Long Beach Boulevard, Long Beach, New York 11561, telephone number: (516) 274-8700.

Investing in our securities involves risks.risk. You should review carefully readthe risks and consideruncertainties incorporated by reference herein under the risk factors included in our periodic reports filed with the Securities and Exchange Commission, in any applicable prospectus supplement relating to a specific offering of securities and in any other documents we file with the Securities and Exchange Commission. See the section entitled “Risk Factors” beginningheading “Risk Factors” on pagepage 2 of this prospectus, and under similar headings in ourthe other filings with the Securities and Exchange Commissiondocuments that are incorporated by reference into this prospectus and in any applicable prospectus supplement to read about factors you should consider before buying our securities.other documents that are filed after the date hereof and incorporated by reference into this prospectus.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacydetermined if this prospectus is truthful or accuracy of this prospectus.complete. Any representation to the contrary is a criminal offense.

 

The date of this prospectus         is               , 2021.2022.

 

 

 

TABLE OF CONTENTS

 

ABOUT THIS PROSPECTUSii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSiii
IPSIDY INC.1
RISK FACTORSRisk Factors2
USE OF PROCEEDSForward Looking Statements3
DESCRIPTION OF CAPITAL STOCKOur Company4
DESCRIPTION OF DEBT SECURITIESUse of Proceeds6
DESCRIPTION OF WARRANTSSelling Shareholders87
DESCRIPTION OF UNITSPlan of Distribution916
PLAN OF DISTRIBUTIONLegal Matters1018
EXPERTSExperts1219
LEGAL MATTERSInformation Incorporated by Reference1220
WHERE YOU CAN FIND MORE INFORMATIONWhere You Can Find More Information12
DOCUMENTS INCORPORATED BY REFERENCE1321

You should rely only on the information contained in or incorporated by reference into this prospectus or any prospectus supplement, and in other offering material, including free writing prospectuses, if any, or information contained in documents which you are referred to by this prospectus or any prospectus supplement, or in other offering material, if any. We have not authorized anyone to provide you with different information. We are not offering to sell any securities in any jurisdiction where such offer and sale are not permitted. The information contained in or incorporated by reference into this prospectus or any prospectus supplement, free writing prospectus or other offering material is accurate only as of the date of those documents or information, regardless of the time of delivery of the documents or information or the time of any sale of the securities. Neither the delivery of this prospectus or any applicable prospectus supplement nor any distribution of securities pursuant to such documents shall, under any circumstances, create any implication that there has been no change in the information set forth in this prospectus or any applicable prospectus supplement or in our affairs since the date of this prospectus or any applicable prospectus supplement.

 

i

 

ABOUT THIS PROSPECTUS

 

This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. UnderUsing this shelf process, we may sell in one or more offerings from timethe Selling Shareholders referred to time any combination of securities described in this prospectus upand identified in supplements to a maximum aggregate offering pricethe prospectus may offer and sell our shares of $200,000,000.

This prospectus provides you with only a general description of the securities we may offer. It is not meant to be a complete description of any security.common stock under this prospectus. Each time we sellthe Selling Shareholders use this prospectus to offer securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering, includingdescribe the specific amounts, prices and terms of the securities offered.offering. The prospectus supplement may also add to or update or changeother information contained in this prospectusprospectus.

In making your investment decision, you should rely only on the information contained or in the documents we have incorporated by reference intoin this prospectus and any prospectus supplement we may authorize to be delivered to you. This prospectus incorporates important business and financial information about us that is not included in or delivered with this prospectus. You may obtain a copy of this information, without charge, as described in the “Where You Can Find More Information” section. We have not authorized anyone to provide you with any other information. If you receive any other information, you should not rely on it.

You should not assume that the information appearing in this prospectus is accurate as of any date other than the date on the front cover of this prospectus. You should read this prospectus, any prospectus supplement,not assume that the information contained in the documents incorporated by reference herein or therein, and any other offering material (including any free writing prospectus) prepared by or on our behalf for a specific offering of securities, together with the additional information described in the section entitled “Where You Can Find More Information.” If there is any inconsistency between this prospectus is accurate as of any date other than the respective dates of those documents. Our business, financial condition, results of operations, reserves and the information contained in a prospectus supplement, you should rely on the information in the prospectus supplement.prospects may have changed since that date.

 

Unless otherwise specified, or the context otherwise requires, the referencesWe encourage you to “authid.ai”, “Ipsidy,” “our company,” “the Company,” “us,” “we” and “our” refer to Ipsidy Inc.read this entire prospectus together with its subsidiaries. When we refer to “you” in this section, we mean all purchasers of the securities being offered by this prospectus and any accompanying prospectus supplement, whether they are the holders or only indirect owners of those securities.

ii

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference into this prospectus contain forward-looking statementsbefore making a decision whether to invest in our securities.

ABOUT IPSIDY INC.

Ipsidy Inc. dba authID.ai (together with its subsidiaries, the “Company”, “authID.ai”, “we” or “our”)  is a leading provider of secure, mobile, biometric identity verification software products delivered by an easy to integrate Identity as a Service (IDaaS) platform. Our mission is ultimately to eliminate all passwords and to be the preferred global platform for biometric identity authentication. Our vision is to enable every organization to “Recognise Your Customer” instantly, without friction or loss of privacy, powered by the most sophisticated biometric and artificial intelligence technologies.

Our common stock is traded on the Nasdaq Capital Market under the trading symbol “AUID”. Our corporate headquarters is located at 670 Long Beach Blvd., Long Beach, NY 11561 and our main phone number is (516) 274-8700. We maintain a website at www.authid.ai. The information contained on, or that can be accessed through, our websites is not incorporated by reference into this prospectus and is intended for informational purposes only.


RISK FACTORS

Investing in our securities involves risks. Before you make a decision to buy our securities, in addition to the risks and uncertainties discussed under “Forward-Looking Statements,” you should carefully consider the specific risks set forth under the caption “Risk Factors” in any applicable prospectus supplement, as well as in our most recent Annual Report on Form 10-K and any subsequently filed Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K (other than, in each case, information furnished rather than filed), which are incorporated herein by reference. If any of these risks actually occur, it may materially harm our business, financial condition, liquidity and results of operations. As a result, the market price of our securities could decline, and you could lose all or part of your investment. Additionally, the risks and uncertainties described in this prospectus, any prospectus supplement or in any document incorporated by reference herein or therein are not the only risks and uncertainties that we face. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business.


FORWARD LOOKING STATEMENTS

This registration statement contains or incorporates by reference “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements reflect1995 and Section 27A of the current viewsSecurities Act of our senior management with respect1933, as amended, that are based on management’s beliefs and assumptions and on information currently available to future events and our financial performance. These statements includemanagement. In some cases, you can identify forward-looking statements with respect to our business and industry in general. Statements that includeby the wordsfollowing words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “forecast,“potential,” “estimate,“continue,” “may,” “should,” “anticipate” and similar statements“ongoing” or the negative of a futurethese terms or forward-looking nature identifyother comparable terminology, although not all forward-looking statements contain these words.

These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. Although we believe that we have a reasonable basis for purposeseach forward-looking statement contained in this registration statement, we caution you that these statements are based on a combination of facts and factors currently known by us and our projections of the federal securities laws or otherwise.

future, about which we cannot be certain. Forward-looking statements address matters that involve risks and uncertainties. Accordingly, there arecontained in or will be important factors that could cause our actual results to differ materially from those indicatedincorporated by reference in these statements. We believe that these factorsthis registration statement include, but are not limited to, the following:statements about:

 

 ●market acceptance of our products;
   
 ●our ability to attract and retain customers for existing and new products;
   
 ●our ability to effectively maintain and update our technology and product and service portfolio;
   
 ●our ability to hire and retain key personnel and additional talent;
●our ability to continue as a going concern;
   
 ●our ability to raise capital under acceptable terms;
   
 ●our ability to maintain listing of our common stock on the Nasdaq Capital Market;
   
 ●our ability to adequately protect our intellectual property, or the loss of some of our intellectual property rights through costly litigation or administrative proceedings;
   
 ●our ability to operate in non-US markets;
   
 ●the impact of the Covid-19 Pandemic;
   
 ●the impact of the war in Ukraine;
●legislation and government regulation; and
   
 ●general economic conditions, inflation and access to capital.

 

Any forward-looking statement made by us in this registration statement speaks only as of the date of this registration statement. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, investments or other strategic transactions we may make. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.

You should not rely upon forward looking statements as predictions of future events. We cannot assure you that the events and circumstances reflected in the forward-looking statements will be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, based on our current knowledge of our business and operations, we cannot guarantee future results, levels of activity, performance or achievements. The foregoing factors should not be construedExcept as exhaustive and should be read together with other cautionary statements, including those made under the heading “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2020, as such risk factors may be amended, supplemented or superseded from time to timerequired by other reportslaw, we file with the SEC in the future, including subsequent Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, and in any prospectus supplement. If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. Any forward-looking statements you read in this prospectus, any prospectus supplement and the documents incorporated herein and therein by reference reflect our views as of their respective dates and are subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. You should not place undue reliance on these forward-looking statements and you should carefully consider all of the factors identified in this prospectus, any prospectus supplement and the documents incorporated herein and therein by reference that could cause actual results to differ. We assumeundertake no obligation to update publicly any forward-looking statements for any reason after the date of this prospectus or to conform these forward looking statements except as required by law.to actual results or to changes in our expectations.

 

You should read this registration statement and the documents that we reference in this registration statement with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

iii

 


 

IPSIDY INC.OUR COMPANY

 

authID.ai (Ipsidy Inc.) is a leading provider of secure, mobile, biometric identity verification software products delivered by an easy to integrate Identity as a Service (IDaaS) platform. Our mission is to eliminate all passwords and to be the preferred global platform for biometric identity authentication. Our vision is to enable every organization to “Recognise Your Customer” instantly, without friction or loss of privacy, powered by the most sophisticated biometric and artificial intelligence technologies.

The explosive growth in online and mobile commerce, telemedicine, remote working and digital activities of all descriptions is self-evident to everyone who lived through 2020. Identity theft, phishing attacks, spear-phishing, password vulnerabilities, account takeovers, benefits fraud - words that have entered our daily lexicon it seems like overnight. These risks are significant impediments to the operations and growth of any business or organization, and dealing with the consequences of these criminal activities has created significant friction in both time, cost and lost opportunity. Consider all the methods that organizations have had to implement in order to prevent fraud. The requests to receive and enter one-time passwords. The maddening questions you get asked – whether on-line or when reaching out to a call center – what was your first pet’s name? who was your best friend in high school? These steps all add up to friction, making it difficult for consumers to login, transact and execute daily tasks. Surely there is a better way to address these challenges? authID.ai believes there is.Overview

 

authID.ai provides secure, facial biometric, identity verification, FIDO2 passwordless login and strong customer authentication. We maintain a global, cloud-based IDaaS platform for our enterprise customers to enable their users to easily verify and authenticate their identity through a mobile phonedevice or portable devicedesktop (with camera) of their choosing (as opposed to(without requiring dedicated hardware)hardware, or authentication apps). We can help our customers establish a proven identity, creating a root of trust that ensures the highest level of assurance for our passwordless login and step-up verification products. Our system enables participants to consent to transactions using their biometric information with a digitally signed authentication response, embedding the underlying transaction data and each user’s identity attributes within every electronic transaction message processed through our platform.

 

Digital transformation across all market segments requires trusted identity. Our identity platform offers innovative solutions that are flexible, fast and easy to integrate and offer seamless user experiences. authID’s products help advance digital transformation efforts without the fear of identity fraud, while delivering frictionless user experiences. We believe that it is also essential that every electronic transaction hastransactions have an audit trail, proving that the identity of the individual was duly authenticated. Our platform provides biometric and multi-factor identity software, which are intended to establish, authenticate and verify identity across a wide range of use cases and electronic transactions.

 

authID’s products focus on the broad requirement for enabling frictionless commerce by allowing an entity to instantly “Recognise their Customer”. Organizations of all descriptions require cost-effective and secure means of growing their business while mitigating identity fraud. We aim to offer our enterprise customers products that can be integrated easily into each of their business and organizational operations, in order to facilitate their adoption and enhance the end user customer experience.

 

Our management believes that some of the advantages of our IDaaS Platform approach are the ability to leverage the platform to support a variety of vertical markets and the adaptability of the platform to the requirements of new markets and new products requiring cost-effective, secure, and configurable mobile solutions. Our target markets include banking, fintech and other disrupters of traditional commerce, small and medium sized businesses, and system integrators working with government and Fortune 1000 enterprises. At its core, the Company’s offering, combining its proprietary and acquired biometric and artificial intelligence technologies (or AI), is intended to facilitate frictionless commerce, whether in the physical or digital world. The Company intends to increase its investment in developing, patenting and acquiring the various elements necessary to enhance the platform, which are intended to allow us to achieve our goals. One of the principal intended areas of investment is to enhance and expand our use of artificial intelligence in proprietary software, that we believe will increase our value to enterprise customers and stockholders alike.

 

authID.aiauthID is dedicated to developing advanced methods of protecting consumer privacy and deploying ethical and socially responsible AI. authID is developing a culture that proactively encourages and rewards our employees for considering the ethical implications of our products. We believe that a proactive commitment to ethical AI presents a strong business opportunity for authID and will enable us to bring more accurate products to market more quickly and with less risk to better serve our global user base. Our methods to achieve ethical AI include engaging the users of our products with informed consent, prioritizing the security of our user’s personal information, considering and avoiding potential bias in our algorithms, and monitoring of algorithm performance in our applications.

 

We are aThe Company also owns an entity in South Africa, Cards Plus, which manufactures secure plastic identity credentials and loyalty card products.

The Company was incorporated in the State of Delaware corporation. Our executive offices are located at 670 Long Beach Boulevard, Long Beach, New York 11561,on September 21, 2011, and changed our telephone number is 516-274-8700. Our website is www.authid.ai. Information contained in, or accessible through, our website does not constitute part of, and should not be construed as being incorporated by reference into, this prospectus and inclusionsname to Ipsidy Inc. on February 1, 2017. In order to better align the branding of our website addressCompany with our future focus and goals on June 14, 2021 we changed our business name to “authID.ai”. To that end, we registered domain names under that name and applied for a United States trademark registration in this prospectus are inactive textual references only.

that name.

 


RISK FACTORSMarch 2022 Financings

 

Investing in our securities involves risks. Before you makeSenior Secured Convertible Notes

On March 21, 2022, the Company entered into a decision to buy our securities, in additionSecurities Purchase Agreement and, pursuant to the risksSecurities Purchase Agreement, sold to the Note Investors Convertible Notes with an aggregate initial principal amount of approximately $9.2 million and uncertainties discussed under “Cautionarya 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 Regarding Forward-Looking Statements,” you should carefully considerInvestors as the specific risks set forthStock Origination Fee.

On the maturity date, we will pay to each Note Investor an amount in cash representing all outstanding principal and accrued and unpaid interest on the Note Investor’s Convertible Note. The stated maturity date of the Convertible Notes will be March 31, 2025, but the maturity date will be subject to extension in certain limited circumstances. Except as specifically permitted by the Convertible Notes, we will not be permitted to prepay any portion of the outstanding principal or accrued and unpaid interest.

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.

Each Convertible Note will be convertible, at the option of the applicable Note Investor, into shares of our common stock at an initial fixed conversion price of $3.70 per share. The conversion price will be subject to standard adjustments in the event of any stock split, stock dividend, stock combination, recapitalization or other similar transaction.

No Note Investor will have the right to convert any portion of the Note Investor’s Convertible Note to the extent that, after giving effect to such conversion, the Note Investor (together with certain related parties) would beneficially own in excess of 9.99% of the shares of our common stock outstanding immediately after giving effect to such conversion.

In addition, unless we obtain the approval of our stockholders as required by Nasdaq, we will be prohibited from issuing any shares of our common stock upon conversion of the Convertible Notes or otherwise pursuant to the terms of the Convertible Notes if the issuance of such shares of our common stock would exceed 19.99% of our outstanding shares of our common stock as of March 18, 2022 (the last business day before we executed the SPA) or otherwise exceed the aggregate number of shares of our common stock which we may issue without breaching our obligations under the caption “Risk Factors”rules and regulations of Nasdaq.

Facility Agreement

On March 21, 2022, the Company entered into a Facility Agreement with the Lender, who is both a current shareholder of the Company and a Note Investor, pursuant to which the Lender agreed to provide to the Company a $10.0 million unsecured standby line of credit facility that will rank behind the Convertible Notes and may be drawn down in any applicable prospectus supplement, as well asseveral tranches, subject to certain conditions described in our most recent Annual Report on Form 10-Kthe Facility Agreement. Pursuant to the Facility Agreement, the Company agreed to pay the Lender a facility commitment fee of 100,000 shares of common stock upon the effective date of the Facility Agreement.

Subscription Agreements

On March 18 and any subsequently filed Quarterly Reports on Form 10-QMarch 21, 2022, the Company entered into the Subscription Agreements with an outside accredited investor and our Current Reports on Form 8-K (other than, in each case, information furnished rather than filed), which are incorporated herein by reference. If anycertain members of these risks actually occur, it may materially harm our business, financial condition, liquiditythe Company’s management team (the “PIPE Investors”) and, resultspursuant to the Subscription Agreements, sold to the PIPE Investors a total of operations. As a result, the market price1,063,514 shares of our securities could decline,common stock at prices of $3.03 per share for the outside investor and you could lose all or part of your investment. Additionally,$3.70 per share for the risks and uncertainties described in this prospectus, any prospectus supplement or in any document incorporated by reference herein or therein are notmanagement investors (the “PIPE”). The aggregate gross proceeds from the only risks and uncertainties that we face. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business.PIPE was approximately $3.3 million.

 


USE OF PROCEEDS

 

We intend to use the netwill not receive any proceeds from the sale of any securities offered by us under this prospectusour common stock (i) issued as set forthpayment of the Stock Origination Fee pursuant to the Securities Purchase Agreement, (ii) issuable upon the conversion of the Convertible Notes, (iii) issuable as payment of accrued interest, at the Company’s option, in the applicable prospectus supplement.manner permitted by the Convertible Notes, (iv) issued as payment of the Facility Commitment Fee to the Lender under the Facility Agreement, and (v) issued pursuant to the Subscription Agreements.

 


DESCRIPTION OF CAPITAL STOCKSELLING SHAREHOLDERS

General

 

The following descriptionsshares of our capitalcommon stock and certain provisionsbeing offered by the selling shareholders are those (i) issued as payment of our certificate of incorporation and bylaws are summaries and are qualified by referencethe Stock Origination Fee pursuant to the fourth amended and restated certificate of incorporation and amended and restated bylaws. The following summarySecurities Purchase Agreement, (ii) issuable upon the conversion of the material terms of our capital stock is not intended to be a complete summaryoutstanding principal amount of the rightsConvertible Notes, (iii) issuable upon the conversion of accrued and preferencesunpaid interest with respect to such principal amount or as payment of such securities. We urge you to read our amended and restated certificate of incorporation and amended and restated bylawsaccrued interest, at the Company’s option, in their entirety for a complete descriptionthe manner permitted by the Convertible Notes, (iv) issued as payment of the rightsFacility Commitment Fee, and preferences(v) issued pursuant to the Subscription Agreements. For additional information regarding the issuance of our capital stock, copies of which have been filed with the SEC. These documents are also incorporated by reference into the registration statement of which this prospectus forms a part.

Our amended and restated certificate of incorporation provides for a single class of Common Stockthese Convertible Notes and shares of undesignated preferredcommon stock, see “Our Company—March 2022 Financings” above. We are registering the rights, preferences and privilegesshares of which may be designatedcommon stock in order to permit the selling shareholders to offer the shares for resale from time to time by our board of directors.time.

 

Our authorized capitalThe table below lists the selling shareholders and other information regarding the beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder) of the shares of common stock consistsheld by each of 1,020,000,000the selling shareholders. The second column lists the number of shares all with a par value of $0.0001 per share,common stock beneficially owned by the selling shareholders, based on their shares issuable as payment of which 1,000,000,000accrued interest at Company's option in the manner permitted by the Convertible Note, assuming the Company elects to make each of its first 5 interest payments in shares are designatedand respective ownership of shares of common stock and Convertible Notes, as Common Stock and 20,000,000 shares are designated as preferred stock.of April 20, 2022, assuming conversion of the Convertible Notes held by each such selling shareholder on that date but taking account of the 9.99% limitation on conversion described below.

 

AsThe third column lists the shares of October 28, 2021, we hadcommon stock being offered by this prospectus by the selling shareholders and takes account of the limitations on conversion of the Convertible Notes described below but assumes that each selling shareholder disposes of all previously held shares before each future issuance.

In accordance with the terms of the registration rights agreement, this prospectus generally covers the resale of all of the securities as to which the selling shareholders have registration rights thereunder. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus.

Under the terms of the Convertible Notes, a selling shareholder may not convert the Convertible Notes to the extent (but only to the extent) such selling shareholder or any of its affiliates would beneficially own a number of shares of common stock which would exceed 9.99% of the outstanding 23,204,488shares of the Company. The Convertible Notes also provide that if the issuance of shares of Common Stock held by approximately 250 stockholdersto a selling shareholder who is an officer or director of record and no shares of preferred stock.

Common Stock

Dividend Rights

Subject to preferences that may be applicable tothe Company (or an entity affiliated with any then outstanding preferred stock of which there are none outstanding as of October 28, 2021, holders of our Common Stock are entitled to receive dividends, if any, as may be declared from time to time by our board of directors out of legally available funds.

Voting Rights

Except as required by lawsuch officer or matters relating solelydirector) pursuant to the termsConvertible Notes or any related document would be (i) subject to Rule 5635(c) of preferred stock of which there are none outstanding as of October 28, 2021, each outstanding share of CommonThe Nasdaq Stock is entitledMarket (or any successor to one vote on all matters submitted to a vote of stockholders. Holders of shares of our Common Stock shall have no cumulative voting rights. Except in respect of matters relating to the electionsuch rule) (“Rule 5635(c)”) and removal of directors on our board of directors and as otherwise provided in our amended and restated certificate of incorporation or required by law, all matters(ii) deemed to be voted on by our stockholders must be approved byat a majority of the shares present in person or by proxy at the meeting and entitled to vote on the subject matter. In the case of election of directors, all matters to be voted on by our stockholders must be approved by a majority of the voting power of the shares present in person or by proxy at the meeting and entitled to vote thereon.

Liquidation

In the event of the liquidation, dissolution or winding up of our company, holders of our Common Stock are entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities and the satisfaction of any liquidation preference granted to the holders of anyprice less than $2.99, then outstanding shares of preferred stock.

Rights and Preferences

Holders of our Common Stock have no preemptive, conversion, subscription or other rights, and there are no redemption or sinking fund provisions applicable to our Common Stock. The rights, preferences and privileges of the holders of our Common Stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of our preferred stock that we may designate in the future.

Preferred Stock

No shares of our preferred stock are outstanding. Pursuant to the amended and restated certificate of incorporation, we are authorized to issue up to 20,000,000 shares of preferred stock. Our amended and restated certificate of incorporation authorizes our board, without any further stockholder action or approval, to issue these shares in one or more classes or series, to establish from time to time the number of shares to be includedissued to such selling shareholder upon any such conversion, redemption, payment of interest or other issuance will be recalculated to ensure that the value of any such shares is at least equal to $2.99 per share and will otherwise be in conformity with exclusion from Rule 5635(c) and the related interpretations of The Nasdaq Stock Market. Additionally, the terms of the Convertible Notes provide that unless and until the Company obtains (i) shareholder approval to issue 20% or more of common stock outstanding at the time the Note is originally issued in accordance with Rule 5635(d) of The Nasdaq Stock Market (or any successor to such rule) (“Rule 5635(d)”) or (ii) a written opinion (that is reasonably satisfactory to the applicable holder) from outside counsel to the Company that such approval is not required, if the Company is required to deliver shares of common stock to the holders of the Convertible Notes or pursuant to any related documents (upon conversion, redemption, as payment of interest or otherwise) and such number of shares, in the aggregate with all other shares of common stock previously delivered by us to (x) all Note Investors pursuant to the Convertible Notes and the other related documents and (y) the purchasers of any other securities that are required to be aggregated for purposes of Rule 5635(d) with the transactions contemplated by the Convertible Notes, would exceed 19.99% of common stock outstanding on the date that the Convertible Notes were first issued, we will pay to each holder the value of any the holder’s shares that are subject to the foregoing 19.99% limitation in cash (with the value of each such excess share equal to the arithmetic average of the volume-weighted average price (as calculated under the Convertible Notes) of common stock for each of the ten trading days immediately preceding the date any such payment is due). The numbers of shares in the second column reflect these limitations. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” 


  Prior to Offering     After Offering 
Names 

Number of
Shares
Beneficially
Owned

  

Number of
Shares
Offered (1)

  

Number of
Shares
Beneficially

Owned (1)

 ��

Percentage of
Shares
Beneficially
Owned (1)

 
Alan L Meltzer Revocable Trust (2) (43)  811,360   366,068   536,150   2.2%
Ankur Ahuja (3)  6,881   9,144   —   — 
Arthur H. Lerner Revocable Trust (4) (44)  118,802   91,509   50,000   

*

 
Barry Beck (5)  445,635   146,422   335,551   1.4%
Brett M. Ogin (6)  6,881   9,144   —   — 
Cecil N. Smith III (7)  95,656   13,514   82,142   * 
David W. Karp Revocable Trust DTD July 6, 1982 As Amended & Restated (8) (45)  81,817   18,296   68,056   

*

 
Douglas Wertheimer (9)  27,522   36,603   —   — 
FC Holdings I LLC (10) (46)  256,653   183,029   119,048   * 
Flamingo Drive Partners, LLC (11) (47)  507,920   183,029   370,315   1.5%
Gary J. Karp Revocable Trust U/T/A DTD July 6, 1982 As Amended & Restated (12) (48)  63,761   18,296   50,000   

*

 
Goldberg Family Trust (13) (49)  27,522   36,603   —   — 
Graham N. Arad (14)  298,592   9,459   289,133   1.2%
Isroff Family LLC (15) (50)  87,522   36,603   60,000   * 
Jack Rubinstein Irrevocable Trust (16) (51)  198,347   36,603   170,825   

*

 
Joel A. Stone Irrevocable Credit Shelter Trust (17) (52)  13,761   18,296   —   — 
Ken Jisser (18)  27,522   36,603   —   — 
Kenneth Friedman (19)  98,802   91,509   30,000   * 
Leonard M. Schiller Revocable Trust dtd 10/3/1997 (20) (53)  46,401   45,750   12,000   

*

 
Michael Gorriz (21)  52,621   36,603   25,099   * 
Neil George Pistol (22)  5,778   4,750   2,200   * 
Pacific Premier Trust Co FBO Irwin Friedman IRA (23) (54)  137,605   183,029   —   — 
Patricia Stein 2014 Irrevocable Trust (24) (55)  47,522   36,603   20,000   

*

 
Paxton Holdings LLC (25) (56)  256,653   183,029   119,048   * 
Peter Curtis (26)  24,268   7,314   18,763   * 
Philip Broenniman (27)(57)  1,432,933   402,671   1,130,201   4.6%
Phillip Kumnick (28)  1,326,001   13,514   1,312,487   5.3%
Phoenix 1234, LLC (29) (58)  380,984   91,509   312,182   1.3%
Pierce D Nunley & Amie Nunley JTWROS (30)  97,031   39,527   67,308   

*

 
Richard G. David (31)  106,707   27,449   86,066   * 
Richard Greene (32)  167,463   173,510   37,014   * 
Ricky Solomon (33)  350,897   186,767   210,483   * 
Samer Soliman (34)  30,624   36,603   3,102   * 
Stephen J. Garchik (35)  2,469,517   466,068   2,290,530   9.3%
Steven Fazio (36)  13,761   18,296   —   — 
Steven Shapiro (37)  150,268   91,509   81,466   * 
Strul Associates LP (38) (59)  497,668   73,209   442,626   1.8%
Stuart Stoller (39)  290,290   18,296   276,529   1.1%
The Sonic Fund II, L.P. (40) (60)  1,000,000   1,000,000   —   — 
Thomas L. Thimot (41)  248,453   27,027   221,426   * 
Toka Banks (42)  13,761   18,296   —   — 

*less than 1.0%


(1)Based on 24,672,522  shares of our common stock outstanding as of April 20, 2022. Because (a) the selling shareholders may offer all, some or none of the shares covered by this prospectus, (b) the selling shareholders could dispose of shares not covered by this prospectus and (c) the selling shareholders could purchase additional shares of our common stock from time to time, no estimate can be given as to the number of shares or percent of our common stock that will be held by the selling shareholders upon termination of the offering. The fourth column assumes the sale of all of the shares offered by the selling shareholder pursuant to this prospectus. The fifth column lists the percentage of common stock owned by the selling shareholders after completion of the offering, assuming the offering of all of the shares offered by the selling shareholders pursuant to this prospectus and based upon 24,672,522 shares of our common stock outstanding as of April 20, 2022.

(2)Number of shares offered includes (i) 3,106 shares of common stock issued as payment of the shareholder’s portion of the Stock Origination Fee pursuant to the Securities Purchase Agreement, (ii) 270,271 shares of common stock issuable at an exercise price of $3.70 per share upon the conversion of the outstanding principal amount of the Convertible Note held by the shareholder and (iii) 92,691 shares of common stock issuable upon the conversion of accrued and unpaid interest with respect to such principal amount or as payment of accrued interest, at the Company’s option, in the manner permitted by the Convertible Note.

(3)Number of shares offered includes (i) 78 shares of common stock issued as payment of the shareholder’s portion of the Stock Origination Fee pursuant to the Securities Purchase Agreement, (ii) 6,757 shares of common stock issuable at an exercise price of $3.70 per share upon the conversion of the outstanding principal amount of the Convertible Note held by the shareholder and (iii) 2,309 shares of common stock issuable upon the conversion of accrued and unpaid interest with respect to such principal amount or as payment of accrued interest, at the Company’s option, in the manner permitted by the Convertible Note.

(4)Number of shares offered includes (i) 776 shares of common stock issued as payment of the shareholder’s portion of the Stock Origination Fee pursuant to the Securities Purchase Agreement, (ii) 67,568 shares of common stock issuable at an exercise price of $3.70 per share upon the conversion of the outstanding principal amount of the Convertible Note held by the shareholder and (iii) 23,165 shares of common stock issuable upon the conversion of accrued and unpaid interest with respect to such principal amount or as payment of accrued interest, at the Company’s option, in the manner permitted by the Convertible Note.

(5)Number of shares offered includes (i) 1,242 shares of common stock issued as payment of the shareholder’s portion of the Stock Origination Fee pursuant to the Securities Purchase Agreement, (ii) 108,109 shares of common stock issuable at an exercise price of $3.70 per share upon the conversion of the outstanding principal amount of the Convertible Note held by the shareholder and (iii) 37,071 shares of common stock issuable upon the conversion of accrued and unpaid interest with respect to such principal amount or as payment of accrued interest, at the Company’s option, in the manner permitted by the Convertible Note.


(6)Number of shares offered includes (i) 78 shares of common stock issued as payment of the shareholder’s portion of the Stock Origination Fee pursuant to the Securities Purchase Agreement, (ii) 6,757 shares of common stock issuable at an exercise price of $3.70 per share upon the conversion of the outstanding principal amount of the Convertible Note held by the shareholder and (iii) 2,309 shares of common stock issuable upon the conversion of accrued and unpaid interest with respect to such principal amount or as payment of accrued interest, at the Company’s option, in the manner permitted by the Convertible Note.

(7)Number of shares offered comprises 13,514 shares of Common Stock issued pursuant to a Subscription Agreement. Mr. Smith is the current President and Chief Technology Officer of the Company.

(8)Number of shares offered includes (i)155 shares of common stock issued as payment of the shareholder’s portion of the Stock Origination Fee pursuant to the Securities Purchase Agreement, (ii) 13,514 shares of common stock issuable at an exercise price of $3.70 per share upon the conversion of the outstanding principal amount of the Convertible Note held by the shareholder and (iii) 4,627 shares of common stock issuable upon the conversion of accrued and unpaid interest with respect to such principal amount or as payment of accrued interest, at the Company’s option, in the manner permitted by the Convertible Note.

(9)Number of shares offered includes (i) 311 shares of common stock issued as payment of the shareholder’s portion of the Stock Origination Fee pursuant to the Securities Purchase Agreement, (ii) 27,028 shares of common stock issuable at an exercise price of $3.70 per share upon the conversion of the outstanding principal amount of the Convertible Note held by the shareholder and (iii) 9,264 shares of common stock issuable upon the conversion of accrued and unpaid interest with respect to such principal amount or as payment of accrued interest, at the Company’s option, in the manner permitted by the Convertible Note.

(10)Number of shares offered includes (i) 1,553 shares of common stock issued as payment of the shareholder’s portion of the Stock Origination Fee pursuant to the Securities Purchase Agreement, (ii) 135,136 shares of common stock issuable at an exercise price of $3.70 per share upon the conversion of the outstanding principal amount of the Convertible Note held by the shareholder and (iii) 46,340 shares of common stock issuable upon the conversion of accrued and unpaid interest with respect to such principal amount or as payment of accrued interest, at the Company’s option, in the manner permitted by the Convertible Note.

(11)Number of shares offered includes (i) 1,553 shares of common stock issued as payment of the shareholder’s portion of the Stock Origination Fee pursuant to the Securities Purchase Agreement, (ii) 135,136 shares of common stock issuable at an exercise price of $3.70 per share upon the conversion of the outstanding principal amount of the Convertible Note held by the shareholder and (iii) 46,340 shares of common stock issuable upon the conversion of accrued and unpaid interest with respect to such principal amount or as payment of accrued interest, at the Company’s option, in the manner permitted by the Convertible Note.

(12)Number of shares offered includes (i) 155 shares of common stock issued as payment of the shareholder’s portion of the Stock Origination Fee pursuant to the Securities Purchase Agreement, (ii) 13,514 shares of common stock issuable at an exercise price of $3.70 per share upon the conversion of the outstanding principal amount of the Convertible Note held by the shareholder and (iii) 4,627 shares of common stock issuable upon the conversion of accrued and unpaid interest with respect to such principal amount or as payment of accrued interest, at the Company’s option, in the manner permitted by the Convertible Note.

(13)Number of shares offered includes (i) 311 shares of common stock issued as payment of the shareholder’s portion of the Stock Origination Fee pursuant to the Securities Purchase Agreement, (ii) 27,028 shares of common stock issuable at an exercise price of $3.70 per share upon the conversion of the outstanding principal amount of the Convertible Note held by the shareholder and (iii) 9,264 shares of common stock issuable upon the conversion of accrued and unpaid interest with respect to such principal amount or as payment of accrued interest, at the Company’s option, in the manner permitted by the Convertible Note.

(14)Number of shares offered comprises 9,459 shares of Common Stock issued pursuant to a Subscription Agreement. Mr. Arad is the current General Counsel of the Company.


(15)Number of shares offered includes (i) 311 shares of common stock issued as payment of the shareholder’s portion of the Stock Origination Fee pursuant to the Securities Purchase Agreement, (ii) 27,028 shares of common stock issuable at an exercise price of $3.70 per share upon the conversion of the outstanding principal amount of the Convertible Note held by the shareholder and (iii) 9,264 shares of common stock issuable upon the conversion of accrued and unpaid interest with respect to such principal amount or as payment of accrued interest, at the Company’s option, in the manner permitted by the Convertible Note.

(16)Number of shares offered includes (i) 311 shares of common stock issued as payment of the shareholder’s portion of the Stock Origination Fee pursuant to the Securities Purchase Agreement, (ii) 27,028 shares of common stock issuable at an exercise price of $3.70 per share upon the conversion of the outstanding principal amount of the Convertible Note held by the shareholder and (iii) 9,264 shares of common stock issuable upon the conversion of accrued and unpaid interest with respect to such principal amount or as payment of accrued interest, at the Company’s option, in the manner permitted by the Convertible Note.

(17)Number of shares offered includes (i) 155 shares of common stock issued as payment of the shareholder’s portion of the Stock Origination Fee pursuant to the Securities Purchase Agreement, (ii) 13,514 shares of common stock issuable at an exercise price of $3.70 per share upon the conversion of the outstanding principal amount of the Convertible Note held by the shareholder and (iii) 4,627 shares of common stock issuable upon the conversion of accrued and unpaid interest with respect to such principal amount or as payment of accrued interest, at the Company’s option, in the manner permitted by the Convertible Note.

(18)Number of shares offered includes (i) 311 shares of common stock issued as payment of the shareholder’s portion of the Stock Origination Fee pursuant to the Securities Purchase Agreement, (ii) (ii) 27,028 shares of common stock issuable at an exercise price of $3.70 per share upon the conversion of the outstanding principal amount of the Convertible Note held by the shareholder and (iii) 9,264 shares of common stock issuable upon the conversion of accrued and unpaid interest with respect to such principal amount or as payment of accrued interest, at the Company’s option, in the manner permitted by the Convertible Note.

(19)Number of shares offered includes (i) 776 shares of common stock issued as payment of the shareholder’s portion of the Stock Origination Fee pursuant to the Securities Purchase Agreement, (ii) 67,568 shares of common stock issuable at an exercise price of $3.70 per share upon the conversion of the outstanding principal amount of the Convertible Note held by the shareholder and (iii) 23,165 shares of common stock issuable upon the conversion of accrued and unpaid interest with respect to such principal amount or as payment of accrued interest, at the Company’s option, in the manner permitted by the Convertible Note.

(20)Number of shares offered includes (i) 388 shares of common stock issued as payment of the shareholder’s portion of the Stock Origination Fee pursuant to the Securities Purchase Agreement, (ii) 33,784 shares of common stock issuable at an exercise price of $3.70 per share upon the conversion of the outstanding principal amount of the Convertible Note held by the shareholder and (iii) 11,578 shares of common stock issuable upon the conversion of accrued and unpaid interest with respect to such principal amount or as payment of accrued interest, at the Company’s option, in the manner permitted by the Convertible Note.

(21)Number of shares offered includes (i) 311 shares of common stock issued as payment of the shareholder’s portion of the Stock Origination Fee pursuant to the Securities Purchase Agreement, (ii) 27,028 shares of common stock issuable at an exercise price of $3.70 per share upon the conversion of the outstanding principal amount of the Convertible Note held by the shareholder and (iii) 9,264 shares of common stock issuable upon the conversion of accrued and unpaid interest with respect to such principal amount or as payment of accrued interest, at the Company’s option, in the manner permitted by the Convertible Note.Mr. Gorriz is a current director of the Company.


(22)Number of shares offered includes (i) 40 shares of common stock issued as payment of the shareholder’s portion of the Stock Origination Fee pursuant to the Securities Purchase Agreement, (ii) 5,406 shares of common stock issuable at an exercise price of $3.70 per share upon the conversion of the outstanding principal amount of the Convertible Note held by the shareholder and (iii) 1,196 shares of common stock issuable upon the conversion of accrued and unpaid interest with respect to such principal amount or as payment of accrued interest, at the Company’s option, in the manner permitted by the Convertible Note.

(23)Number of shares offered includes (i) 1,553 shares of common stock issued as payment of the shareholder’s portion of the Stock Origination Fee pursuant to the Securities Purchase Agreement, (ii) 135,136 shares of common stock issuable at an exercise price of $3.70 per share upon the conversion of the outstanding principal amount of the Convertible Note held by the shareholder and (iii) 46,340 shares of common stock issuable upon the conversion of accrued and unpaid interest with respect to such principal amount or as payment of accrued interest, at the Company’s option, in the manner permitted by the Convertible Note.

(24)Number of shares offered includes (i) 311 shares of common stock issued as payment of the shareholder’s portion of the Stock Origination Fee pursuant to the Securities Purchase Agreement, (ii) 27,028 shares of common stock issuable at an exercise price of $3.70 per share upon the conversion of the outstanding principal amount of the Convertible Note held by the shareholder and (iii) 9,264 shares of common stock issuable upon the conversion of accrued and unpaid interest with respect to such principal amount or as payment of accrued interest, at the Company’s option, in the manner permitted by the Convertible Note.

(25)Number of shares offered includes (i) 1,553 shares of common stock issued as payment of the shareholder’s portion of the Stock Origination Fee pursuant to the Securities Purchase Agreement, (ii) 135,136 shares of common stock issuable at an exercise price of $3.70 per share upon the conversion of the outstanding principal amount of the Convertible Note held by the shareholder and (iii) 46,340 shares of common stock issuable upon the conversion of accrued and unpaid interest with respect to such principal amount or as payment of accrued interest, at the Company’s option, in the manner permitted by the Convertible Note.

(26)Number of shares offered includes (i) 62 shares of common stock issued as payment of the shareholder’s portion of the Stock Origination Fee pursuant to the Securities Purchase Agreement, (ii) 5,406 shares of common stock issuable at an exercise price of $3.70 per share upon the conversion of the outstanding principal amount of the Convertible Note held by the shareholder and (iii) 1,846 shares of common stock issuable upon the conversion of accrued and unpaid interest with respect to such principal amount or as payment of accrued interest, at the Company’s option, in the manner permitted by the Convertible Note. Mr. Curtis is the current Chief Marketing Officer of the Company.

(27)Number of shares offered includes (i) 3,417 shares of common stock issued as payment of the shareholder’s portion of the Stock Origination Fee pursuant to the Securities Purchase Agreement, (ii) 297,298 shares of common stock issuable at an exercise price of $3.70 per share upon the conversion of the outstanding principal amount of the Convertible Note held by the shareholder and (iii) 101,955 shares of common stock issuable upon the conversion of accrued and unpaid interest with respect to such principal amount or as payment of accrued interest, at the Company’s option, in the manner permitted by the Convertible Note. Mr. Broenniman is a current director of the Company and was formerly the President and Chief Operating Officer of the Company.

(28)Number of shares offered comprises 13,514 shares of Common Stock issued pursuant to a Subscription Agreement. Mr. Kumnick is the current Chairman of the Board of Directors of the Company and was formerly the Chief Executive Officer of the Company.

(29)Number of shares offered includes (i) 776 shares of common stock issued as payment of the shareholder’s portion of the Stock Origination Fee pursuant to the Securities Purchase Agreement, (ii) 67,568 shares of common stock issuable at an exercise price of $3.70 per share upon the conversion of the outstanding principal amount of the Convertible Note held by the shareholder and (iii) 23,165 shares of common stock issuable upon the conversion of accrued and unpaid interest with respect to such principal amount or as payment of accrued interest, at the Company’s option, in the manner permitted by the Convertible Note.


(30)Number of shares offered includes (i) 335 shares of common stock issued as payment of the shareholder’s portion of the Stock Origination Fee pursuant to the Securities Purchase Agreement, (ii) 29,190 shares of common stock issuable at an exercise price of $3.70 per share upon the conversion of the outstanding principal amount of the Convertible Note held by the shareholder and (iii) 10,002 shares of common stock issuable upon the conversion of accrued and unpaid interest with respect to such principal amount or as payment of accrued interest, at the Company’s option, in the manner permitted by the Convertible Note.

(31)Number of shares offered includes (i) 233 shares of common stock issued as payment of the shareholder’s portion of the Stock Origination Fee pursuant to the Securities Purchase Agreement, (ii) 20,271 shares of common stock issuable at an exercise price of $3.70 per share upon the conversion of the outstanding principal amount of the Convertible Note held by the shareholder and (iii) 6,945 shares of common stock issuable upon the conversion of accrued and unpaid interest with respect to such principal amount or as payment of accrued interest, at the Company’s option, in the manner permitted by the Convertible Note.

(32)Number of shares offered includes (i) 1,472 shares of common stock issued as payment of the shareholder’s portion of the Stock Origination Fee pursuant to the Securities Purchase Agreement, (ii) 128,109 shares of common stock issuable at an exercise price of $3.70 per share upon the conversion of the outstanding principal amount of the Convertible Note held by the shareholder and (iii) 43,929 shares of common stock issuable upon the conversion of accrued and unpaid interest with respect to such principal amount or as payment of accrued interest, at the Company’s option, in the manner permitted by the Convertible Note.

(33)Number of shares offered includes (i) 1,585 shares of common stock issued as payment of the shareholder’s portion of the Stock Origination Fee pursuant to the Securities Purchase Agreement, (ii) 137,894 shares of common stock issuable at an exercise price of $3.70 per share upon the conversion of the outstanding principal amount of the Convertible Note held by the shareholder and (iii) 47,288 shares of common stock issuable upon the conversion of accrued and unpaid interest with respect to such principal amount or as payment of accrued interest, at the Company’s option, in the manner permitted by the Convertible Note.

(34)Number of shares offered includes (i) 311 shares of common stock issued as payment of the shareholder’s portion of the Stock Origination Fee pursuant to the Securities Purchase Agreement, (ii) 27,028 shares of common stock issuable at an exercise price of $3.70 per share upon the conversion of the outstanding principal amount of the Convertible Note held by the shareholder and (iii) 9,264 shares of common stock issuable upon the conversion of accrued and unpaid interest with respect to such principal amount or as payment of accrued interest, at the Company’s option, in the manner permitted by the Convertible Note.

(35)Number of shares offered includes (i) 3,106 shares of Common Stock issued as payment of the shareholder’s portion of the Stock Origination Fee pursuant to the Securities Purchase Agreement, (ii) 270,271 shares of common stock issuable at an exercise price of $3.70 per share upon the conversion of the outstanding principal amount of the Convertible Note held by the shareholder, (iii) 92,691 shares of common stock issuable upon the conversion of accrued and unpaid interest with respect to such principal amount or as payment of accrued interest, at the Company’s option, in the manner permitted by the Convertible Note, and (iv) 100,000 shares of Common Stock issued as payment of the Facility Commitment Fee to the shareholder under the Facility Agreement. Mr. Garchik acted as the collateral agent of the sale of the Convertible Notes.

(36)Number of shares offered includes (i) 155 shares of common stock issued as payment of the shareholder’s portion of the Stock Origination Fee pursuant to the Securities Purchase Agreement, (ii) 13,514 shares of common stock issuable at an exercise price of $3.70 per share upon the conversion of the outstanding principal amount of the Convertible Note held by the shareholder and (iii) 4,627 shares of common stock issuable upon the conversion of accrued and unpaid interest with respect to such principal amount or as payment of accrued interest, at the Company’s option, in the manner permitted by the Convertible Note. Mr. Fazio is the current Senior Vice President of Sales at the Company.


(37)Number of shares offered includes (i) 776 shares of common stock issued as payment of the shareholder’s portion of the Stock Origination Fee pursuant to the Securities Purchase Agreement, (ii) 67,568 shares of common stock issuable at an exercise price of $3.70 per share upon the conversion of the outstanding principal amount of the Convertible Note held by the shareholder and (iii) 23,165 shares of common stock issuable upon the conversion of accrued and unpaid interest with respect to such principal amount or as payment of accrued interest, at the Company’s option, in the manner permitted by the Convertible Note.

(38)Number of shares offered includes (i) 621 shares of common stock issued as payment of the shareholder’s portion of the Stock Origination Fee pursuant to the Securities Purchase Agreement, (ii) 54,055 shares of common stock issuable at an exercise price of $3.70 per share upon the conversion of the outstanding principal amount of the Convertible Note held by the shareholder and (iii) 18,553 shares of common stock issuable upon the conversion of accrued and unpaid interest with respect to such principal amount or as payment of accrued interest, at the Company’s option, in the manner permitted by the Convertible Note.

(39)Number of shares offered includes (i) 155 shares of common stock issued as payment of the shareholder’s portion of the Stock Origination Fee pursuant to the Securities Purchase Agreement, (ii) 13,514 shares of common stock issuable at an exercise price of $3.70 per share upon the conversion of the outstanding principal amount of the Convertible Note held by the shareholder and (iii) 4,627 shares of common stock issuable upon the conversion of accrued and unpaid interest with respect to such principal amount or as payment of accrued interest, at the Company’s option, in the manner permitted by the Convertible Note. Mr. Stoller is the current Chief Financial Officer of the Company.

(40)Number of shares offered comprises 1,000,000 shares of Common Stock issued pursuant to a Subscription Agreement.

(41)Number of shares offered comprises 27,027 shares of Common Stock issued pursuant to a Subscription Agreement. Mr. Thimot is the current Chief Executive Officer and a director of the Company.

(42)Number of shares offered includes (i) 155 shares of common stock issued as payment of the shareholder’s portion of the Stock Origination Fee pursuant to the Securities Purchase Agreement, (ii) 13,514 shares of common stock issuable at an exercise price of $3.70 per share upon the conversion of the outstanding principal amount of the Convertible Note held by the shareholder and (iii) 4,525 shares of common stock issuable upon the conversion of accrued and unpaid interest with respect to such principal amount or as payment of accrued interest, at the Company’s option, in the manner permitted by the Convertible Note.

(43)Alan L. Meltzer is the trustee of Alan L. Meltzer Revocable Trust. Mr. Meltzer is the beneficial owner of the shares reported herein for purposes of Section 13 of the Securities Exchange Act of 1934, or for any other purpose. The business address of the foregoing person is 2000 S. Ocean Blvd, #3K, Boca Raton, FL 33432.

(44)Arthur H. Lerner is the trustee of Arthur H. Lerner Revocable Trust. Mr. Lerner is the beneficial owner of the shares reported herein for purposes of Section 13 of the Securities Exchange Act of 1934, or for any other purpose. The business address of the foregoing person is 19670 Oakbrook Court, Boca Raton, Florida 33434.

(45)David W. Karp is the trustee of David W. Karp Revocable Trust DTD July 6, 1982 As Amended & Restated. Mr. Karp is the beneficial owner of the shares reported herein for purposes of Section 13 of the Securities Exchange Act of 1934, or for any other purpose. The business address of the foregoing person is P.O. Box 2107, Birmingham, MI 48012.

(46)Daniel A. Schwartz is the President of FC Holdings I LLC. Mr. Schwartz is the beneficial owner of the shares reported herein for purposes of Section 13 of the Securities Exchange Act of 1934, or for any other purpose. The business address of the foregoing person is 767 Fifth Ave, 17th Floor, New York, NY 10153.


(47)Marc Lehmann is the managing member of Flamingo Drive Partners, LLC. Mr. Lehmann is the beneficial owner of the shares reported herein for purposes of Section 13 of the Securities Exchange Act of 1934, or for any other purpose. The business address of the foregoing person is 300 West 41st Street, Suite 202, Miami Beach, FL 33140.

(48)Gary Karp is the trustee of Gary J. Karp Revocable Trust U/T/A DTD July 6, 1982 As Amended & Restated. Mr. Karp is the beneficial owner of the shares reported herein for purposes of Section 13 of the Securities Exchange Act of 1934, or for any other purpose. The business address of the foregoing person is 4455 S. Bay Drive, Orchard Lake, MI 48323.

(49)Edward Goldberg is the trustee of Goldberg Family Trust. Mr. Goldberg is the beneficial owner of the shares reported herein for purposes of Section 13 of the Securities Exchange Act of 1934, or for any other purpose. The business address of the foregoing person is 2378 NW 64th Street, Boca Raton, FL 33496.

(50)Charles R. Isroff is the manager of Isroff Family LLC. Mr. Isroff is the beneficial owner of the shares reported herein for purposes of Section 13 of the Securities Exchange Act of 1934, or for any other purpose. The business address of the foregoing person is 19187 Chapel Creek Drive, Boca Raton, FL 33434.

(51)Jack A. Rubinstein of Jack Rubinstein Irrevocable Trust. Mr. Mr. Rubinstein is the beneficial owner of the shares reported herein for purposes of Section 13 of the Securities Exchange Act of 1934, or for any other purpose. The business address of the foregoing person is 134 Sunset Bay Drive, Palm Beach Gardens, FL 33418.

(52)Joel A. Stone is the trustee of Joel A. Stone Irrevocable Credit Shelter Trust. Mr. Stone is the beneficial owner of the shares reported herein for purposes of Section 13 of the Securities Exchange Act of 1934, or for any other purpose. The business address of the foregoing person is 1772 Sabal Palm Drive, Boca Raton, FL 33432.

(53)Leonard M. Schiller is the trustee of Leonard M. Schiller Revocable Trust dtd 10/3/1997. Mr. Schiller is the beneficial owner of the shares reported herein for purposes of Section 13 of the Securities Exchange Act of 1934, or for any other purpose. The business address of the foregoing person is 33 N. Dearborn Street, Suite 1130, Chicago, IL 60602.

(54)Irwin Friedman is the beneficiary of Pacific Premier Trust Co FBO Irwin Friedman IRA. Mr. Friedman is the beneficial owner of the shares reported herein for purposes of Section 13 of the Securities Exchange Act of 1934, or for any other purpose. The business address of the foregoing person is 299 Golden Beach Drive, Golden Beach, FL 33160.

(55)Glen Stein is the trustee of Patricia Stein 2014 Irrevocable Trust. Mr. Stein is the beneficial owner of the shares reported herein for purposes of Section 13 of the Securities Exchange Act of 1934, or for any other purpose. The business address of the foregoing person is 203 NW 19th Way, Boca Raton, FL 33431.

(56)James G. Dinan is the manager of Paxton Holdings LLC. Mr. Dinan is the beneficial owner of the shares reported herein for purposes of Section 13 of the Securities Exchange Act of 1934, or for any other purpose. The business address of the foregoing person is 520 Island Drive, Palm Beach, FL 33480.

(57)Phillip Broenniman is the managing member of Varana Capital Focused LP. Mr. Broenniman is the beneficial owner of the shares reported herein for purposes of Section 13 of the Securities Exchange Act of 1934, or for any other purpose. The business address of the foregoing person is 3141 Walnut Street, Suite 203B, Denver, CO 80205.

(58)Dean E. Cederquist is the manager of Phoenix 1234, LLC. Mr. Cederquist is the beneficial owner of the shares reported herein for purposes of Section 13 of the Securities Exchange Act of 1934, or for any other purpose. The business address of the foregoing person is 20 West 64th Street, #36F, New York, NY 10023.

(59)Aubrey M. Strul is the General Partner of Strul Associates LP. Mr. Strul is the beneficial owner of the shares reported herein for purposes of Section 13 of the Securities Exchange Act of 1934, or for any other purpose. The business address of the foregoing person is 20320 Fairway Oaks Drive, Apt 362, Boca Raton, FL 33434.

(60)Lawrence Kam is the general partner of The Sonic Fund II, L.P. Mr. Kam is the beneficial owner of the shares reported herein for purposes of Section 13 of the Securities Exchange Act of 1934, or for any other purpose. The business address of the foregoing person is 400 Hobron Lane, Suite 3709, Honolulu, HI 96815.


PLAN OF DISTRIBUTION

We are registering the common stock (i) issued as payment of a stock origination fee in connection with the issuance of the Convertible Notes, (ii) issuable upon the conversion of the outstanding principal amount of the Convertible Notes, (iii) issuable upon the conversion of accrued and unpaid interest with respect to such principal amount or as payment of accrued interest, at the registrant’s option, in the manner permitted by the Convertible Notes, (iv) issued as payment of the Facility Commitment Fee, and (v) issued pursuant to the Subscription Agreements, in each classcase to permit the resale of these shares of common stock by their holders from time to time or series andby the holders of the Convertible Notes from time to fixtime, as applicable, after the rights, preferences and privilegesdate of this prospectus. We will not receive any of the proceeds from the sale by the selling shareholders of the shares of each wholly unissued classcommon stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock.

The selling shareholders may sell all or series and any of its qualifications, limitations or restrictions. Our board may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rightsa portion of the holders of our Common Stock. Additionally, the issuance of preferred stock may decrease the market price of our Common Stock. We currently have no plans to issue any shares of preferred stock.


Options

As of September 30, 2021, we had optionscommon stock held by them and offered hereby from time to purchase 9,322,153 shares of our Common Stock outstanding pursuant to the Company’s Equity Incentive Plans with exercise prices ranging from $0.003 to $13.50 per share, with an approximate weighted average exercise price of $6.28 per share.

Warrants

As of September 30, 2021 we had outstanding warrants to purchase 1,413,611 shares of Common Stock with exercise prices ranging from $1.80 to $8.75 per share, with an approximate weighted average exercise price of $4.61 per share.

Authorized but Unissued Capital Stock

We have authorized but unissued shares of preferred stock and Common Stock, and our board of directors may authorize the issuance oftime directly or through one or more series of preferred stock without stockholder approval. These shares could be used by our board of directors to make it more difficultunderwriters, broker-dealers or to discourage an attempt to obtain control of us through a merger, tender offer, proxy contest or otherwise.

Limitation on Liability and Indemnification Matters

Our amended and restated certificate of incorporation contains provisions that limitagents. If the liability of our directors for monetary damages to the fullest extent permitted by Delaware law. Consequently, our directors will not be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duties as directors, except liability for:

●any breach of the director’s duty of loyalty to us or our stockholders;

●any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

●unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law; or

●any transaction from which the director derived an improper personal benefit.

Our amended and restated certificate of incorporation and amended and restated bylaws provide that we are required to indemnify our directors and officers, in each case to the fullest extent permitted by Delaware law. Our bylaws also will provide that we are obligated to advance expenses incurred by a director or officer in advance of the final disposition of any action or proceeding, and permit us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in that capacity regardless of whether we would otherwise be permitted to indemnify him or her under the provisions of Delaware law. We have entered and expect to continue to enter into agreements to indemnify our directors, executive officers and other employees as determined by our board of directors. With specified exceptions, these agreements provide for indemnification for related expenses including, among other things, attorneys’ fees, judgments, fines and settlement amounts incurred by any of these individuals in any action or proceeding. We believe that these bylaw provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers. We also maintain directors’ and officers’ liability insurance.

The limitation of liability and indemnification provisions in our certificate of incorporation and bylaws may discourage stockholders from bringing a lawsuit against our directors and officers for breach of their fiduciary duty. They may also reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful, might benefit us and other stockholders. Further, a stockholder’s investment may be adversely affected to the extent that we pay the costs of settlement and damage awards against directors and officers as required by these indemnification provisions. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is, therefore, unenforceable. At present, there is no pending litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought, and we are not aware of any threatened litigation that may result in claims for indemnification.

Transfer Agent and Registrar

The stock transfer agent for our securities is Computershare N.A. 150 Royall Street, Canton, MA 02021, and its telephone number is 877-373-6374.

Listing

Our shares of common stock are listed onsold through underwriters or broker-dealers, the Nasdaq Capital Market (“Nasdaq”) under the symbol “AUID”.


DESCRIPTION OF DEBT SECURITIES

selling shareholders will be responsible for underwriting discounts or commissions or agent’s commissions. The following description, together with the additional information weshares of common stock may include in any applicable prospectus supplements and in any related free writing prospectuses, summarizes the material terms and provisions of the debt securities that we may offer under this prospectus. While the terms summarized below will apply generally to any debt securities that we may offer, we will describe the particular terms of any debt securities in more detail in the applicable prospectus supplement. The terms of any debt securities offered under a prospectus supplement may differ from the terms described below.

We may issue debt securities from time to timebe sold in one or more distinct series. The debt securities willtransactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale or at negotiated prices. These sales may be senior debt securities and will be issued under an indenture between us and a trustee. If we issue debt securitieseffected in transactions, which may involve crosses or block transactions, pursuant to an indenture, in the applicable prospectus supplement we will specify the trustee under such indenture. We will include in a supplement to this prospectus the specific terms of debt securities being offered, including the terms, if any, on which debt securities may be convertible intoone or exchangeable for common stock, preferred stock or other debt securities. The statements and descriptions in this prospectus or in any prospectus supplement regarding provisions of debt securities and any indentures are summaries of these provisions and are subject to, and are qualified in their entirety by reference to, allmore of the provisions of the debt securities and the indentures (including any amendments or supplements we may enter into from time to time which are permitted under the debt securities or any indenture).

Unless otherwise specified in a prospectus supplement, the debt securities will be direct unsecured obligations of the Company and will rank equally with any of our other senior and unsubordinated debt.

The applicable prospectus supplement will set forth the terms of the debt securities or any series thereof, including, if applicable:following methods:

 

●on any national securities exchange or quotation service on which the titlesecurities may be listed or quoted at the time of the debt securities;sale;

 

●any limit uponin the aggregate principal amount of the debt securities;over-the-counter market;

 

●in transactions otherwise than on these exchanges or systems or in the date or dates on which the principal amount of the debt securities will mature;over-the-counter market;

 

●ifthrough the debt securities bear interest, the ratewriting or rates at which the debt securities bear interest and the datesettlement of options, whether such options are listed on an options exchange or dates from which interest will accrue;otherwise;

 

●ifordinary brokerage transactions and transactions in which the debt securities bear interest, the dates on which interest will be payable and the regular record dates for interest payments;broker-dealer solicits purchasers;

 

●block trades in which the place or places wherebroker-dealer will attempt to sell the payment of principal, any premiumshares as agent but may position and interest will be made, where the debt securities may be surrendered for transfer or exchange and where notices or demands to or upon us may be served;
●the price at which we originally issue the debt security, expressed asresell a percentageportion of the block as principal amount, andto facilitate the original issue date;transaction;

 

●any optional redemption provisions, which would allow us to redeempurchases by a broker-dealer as principal and resale by the debt securities in whole or in part;broker-dealer for its account;

 

●any sinking fund or other provisions that would obligate us to redeem, repay or purchasean exchange distribution in accordance with the debt securities;rules of the applicable exchange;

 

●if the currency in which the debt securities will be issuable is U.S. dollars, the denominations in which any registered securities will be issuable, if other than denominations of $1,000 and any integral multiple thereof;privately negotiated transactions;

 

●if other thanshort sales made after the entire principal amount,date the portion ofRegistration Statement is declared effective by the principal amount of debt securities which will be payable upon a declaration of acceleration of the maturity of the debt securities;


●the events of default and covenants relevant to the debt securities, including the inapplicability of any event of default or covenant set forth in the indenture relating to the debt securities, or the applicability of any other events of default or covenants in addition to the events of default or covenants set forth in the indenture relating to the debt securities;SEC;

 

●the name and location of the corporate trust office of the applicable trustee under the indenture for such series of notes;

●if other than U.S. dollars, the currency in which the debt securities will be paid or denominated;

●if the debt securities are to be payable, at our election or the election ofbroker-dealers may agree with a holder of the debt securities, in a currency other than that in which the debt securities are denominated or stated to be payable, the terms and conditions upon which that election may be made, and the time and manner of determining the exchange rate between the currency in which the debt securities are denominated or stated to be payable and the currency in which the debt securities are to be so payable;

●the designation of the original currency determination agent, if any;

●if the debt securities do not bear interest, the dates on which we will furnish to the applicable trustee the names and addresses of the holders of the debt securities;

●if the debtselling security is also an original issue discount debt security, the yield to maturity;

●if other than as set forth in an indenture, provisions for the satisfaction and discharge or defeasance or covenant defeasance of that indenture with respect to the debt securities issued under that indenture;

●the date as of which any global security will be dated if other than the date of original issuance of the first debt security of a particular series to be issued;

●whether and under what circumstances we will pay additional amounts to non-U.S. holders in respect of any tax assessment or government charge;

●whether the debt securities will be issued in whole or in part in the form of a global security or securities and, in that case, any depositary and global exchange agent for the global security or securities, whether the global form shall be permanent or temporary and, if applicable, the exchange date;

●if debt securities are to be issuable initially in the form of a temporary global security, the circumstances under which the temporary global security can be exchanged for definitive debt securities and whether the definitive debt securities will be registered securities or will be in global form and provisions relating to the payment of interest in respect of any portion of a global security payable in respect of an interest payment date prior to the exchange date;

●the assets, if any, that will be pledged as security for the payment of the debt security;

●the forms of the debt securities; and

●any other terms of the debt securities, which terms shall not be inconsistent with the requirements of the Trust Indenture Act of 1939, as amended.

In addition, any debt securities offered hereby may be convertible into or exchangeable for common stock, preferred stock or other debt securities. The applicable prospectus supplement will set forth the terms and conditions of such conversion or exchange, including, if applicable:

●the conversion or exchange price;

●the conversion or exchange period;

●provisions regarding our ability or that of the holder to convert or exchange the debt securities;

●events requiring adjustment to the conversion or exchange price; and

●provisions affecting conversion or exchange in the event of our redemptionsell a specified number of such debt securities.

This prospectus is part of a registration statement that provides that we may issue debt securities from time to time in one or more series under one or more indentures, in each case with the same or various maturities, at par or at a discount. Unless indicated in a prospectus supplement, we may issue additional debt securities of a particular series without the consent of the holders of the debt securities of such series outstanding at the time of the issuance. Any such additional debt securities, together with all other outstanding debt securities of that series, will constitute a single series of debt securities under the applicable indenture.

We intend to disclose any restrictive covenants for any issuance or series of debt securities in the applicable prospectus supplement


DESCRIPTION OF WARRANTS

We expect the following provisions will generally apply to warrants we may offer, unless we specify otherwise in the applicable prospectus supplement.

We may issue warrants for the purchase of common stock, preferred stock or debt securities (collectively “warrants”). Warrants may be issued independently or together with common stock, preferred stock or debt securities and may be attached to or separate from any offered securities. Each series of warrants will be issued under a separate warrant agreement (a “warrant agreement”) to be entered into between us and a bank or trust company, as warrant agent (the “warrant agent”). The warrant agent will act solely as our agent in connection with the warrants and will not have any obligation or relationship of agency or trust for or with any holders or beneficial owners of warrants. The statements and descriptions in this prospectus or in any prospectus supplement regarding provisions of the warrants are subject to, and are qualified in their entirety by reference to, the provisions of the warrant agreement.

General

If we offer warrants to purchase common stock, preferred stock or debt securities, the related prospectus supplement will describe the terms of the warrants, including, if applicable:

●the title of the warrants;

●the offeringshares at a stipulated price if any;

●the aggregate number of warrants;

●the designation, terms and principal amount of the common stock, preferred stock or debt securities purchasable upon exercise of the warrants and the initial price at which such securities may be purchased upon exercise;

●the exercise price of the warrants;

●the date on which the right to exercise the warrants shall commence and the date on which such right shall expire;

●if applicable, the designation and terms of the securities that the warrants are issued with and the number of warrants issued with each security;

●if applicable, the date from and after which the warrants and any securities issued with the warrants will be separately transferable;

●if applicable, the minimum or maximum amount of the warrants that may be exercised at any one time;per share;

 

●a discussion of certain federal income tax considerations, if applicable;

●the redemption or call provisions, if any;

●the currency, currencies or currency units in which the offering price, if any, and exercise price are payable;

●if applicable, the antidilution provisions of the warrants;

●any other terms of the warrants, including terms, procedures, and limitations relating to the exchange and exercise of the warrants; and

●any other material terms of the warrants.

The shares of common stock or preferred stock issuable upon exercise of the warrants will, when issued in accordance with the warrant agreement, be fully paid and non-assessable.


No Rights

Holders of warrants will not be entitled, by virtue of being such holders, to any rights of holders of the underlying securities. For example, holders of warrants will have no rights to:

●vote or consent;

●receive dividends;

●payments of principal of and interest, if any, on the securities;

●receive notice as stockholders with respect to any meeting of stockholders for the election of our directors or any other matter; or

●exercise any rights whatsoever as our stockholders.

DESCRIPTION OF UNITS

The following description, together with the additional information we include in any applicable prospectus supplement, summarizes the general features of the units that we may offer under this prospectus. We may issue units consisting of two or more other constituent securities. These units may be issuable as, and for a specified period of time may be transferable only as a single security, rather than as the separate constituent securities comprising such units. While the features we have summarized below will generally apply to any units we may offer under this prospectus, we will describe the particular terms of any units that we may offer in more detail in the applicable prospectus supplement. The specific terms of any units may differ from the description provided below as a result of negotiations with third parties in connection with the issuance of those units, as well as for other reasons. Because the terms of any units we offer under a prospectus supplement may differ from the terms we describe below, you should rely solely on information in the applicable prospectus supplement if that summary is different from the summary in this prospectus.

We urge you to read the applicable prospectus supplement related to the specific units being offered, as well as the complete instruments that contain the terms of the securities that comprise those units. Certain of those instruments, or forms of those instruments, have been or will be filed as exhibits to the registration statement of which this prospectus is a part, and supplements to those instruments or forms may be incorporated by reference into the registration statement of which this prospectus is a part from reports we file with the Commission.

If we offer any units, certain terms of that series of units will be described in the applicable prospectus supplement, including, without limitation, the following, as applicable:

●the title of the series of units;
●identification and description of the separate constituent securities comprising the units;
●the price or prices at which the units will be issued;
●the date, if any, on and after which the constituent securities comprising the units will be separately transferable;
●a discussion of certain United States federal income tax considerations applicable to the units; and
��●any other terms of the units and their constituent securities.


PLAN OF DISTRIBUTION

We may sell the securities offered by this prospectus in any one or more of the following ways from time to time:

●directly to investors, including through a specific bidding, auction or other process;

●to investors through agents;

●directly to agents;

●to or through brokers or dealers;

●to the public through underwriting syndicates led by one or more managing underwriters;

●to one or more underwriters acting alone for resale to investors or to the public;

●through a combination of any such methods of sale; orand

 

●any other method permitted pursuant to applicable law.

 

WeThe selling shareholders may also sell the securities offered by this prospectus in “at the market offerings” within the meaningshares of common stock under Rule 415(a)(4)144 promulgated under the Securities Act of 1933, as amended, (the “Securities Act”),if available, rather than under this prospectus. In addition, the selling shareholders may transfer the shares of common stock by other means not described in this prospectus. If the selling shareholders effect such transactions by selling shares of common stock to or through a market maker or into an existing trading market, on an exchange or otherwise.

The accompanying prospectus supplement will set forth the terms of the offering and the method of distribution and will identify any firms acting as underwriters, dealersbroker-dealers or agents, in connection with the offering, including:

●the name or names of any underwriters, dealers or agents;

●the purchase price of the securities and the proceeds to us from the sale;

●any over-allotment options under which the underwriters may purchase additional securities from us;

●any underwriting discounts and other items constituting compensation to underwriters, dealers or agents;

●any public offering price;

●any discounts or concessions allowed or reallowed or paid to dealers; or

●any securities exchange or market on which the securities offered in the prospectus supplement may be listed.

Only thosesuch underwriters, identified in such prospectus supplement are deemed to be underwriters in connection with the securities offered in the prospectus supplement. Any underwritten offering may be on a best efforts or a firm commitment basis.

The distribution of the securities may be effected from time to time in one or more transactions at a fixed price or prices, which may be changed, at varying prices determined at the time of sale, or at prices determined as the applicable prospectus supplement specifies. The securities may be sold through a rights offering, forward contracts or similar arrangements.

In connection with the sale of the securities, underwriters, dealersbroker-dealers or agents may be deemed to have received compensation from us in the form of underwriting discounts or commissions and also may receive commissions from securities purchasers for whom they may act as agent. Underwriters may sell the securities to or through dealers, and the dealers may receive compensation in the form of discounts, concessions or commissions from the underwritersselling shareholders or commissions from purchasers of the purchasersshares of common stock for whom they may act as agent.


We will provide in the applicable prospectus supplement information regarding any underwriting discountsagent or other compensation paid to underwriters or agents in connection with the securities offering, and anywhom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved). In connection with sales of the shares of common stock or otherwise, the selling shareholders may enter into hedging transactions with broker-dealers, which underwriters allowmay in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling shareholders may also sell shares of common stock short and deliver shares of common stock covered by this prospectus to dealers. Underwriters, dealersclose out short positions and agentsto return borrowed shares in connection with such short sales. The selling shareholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares.


The selling shareholders may pledge or grant a security interest in some or all of the Convertible Notes or shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending, if necessary, the list of selling shareholders to include the pledgee, transferee or other successors in interest as selling shareholders under this prospectus. The selling shareholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

To the extent required by the Securities Act and the rules and regulations thereunder, the selling shareholders and any broker-dealer participating in the securities distribution of the shares of common stock may be deemed to be underwriters,“underwriters” within the meaning of the Securities Act, and any commission paid, or any discounts and commissions they receive andor concessions allowed to, any profit they realize on the resale of the securitiessuch broker-dealer may be deemed to be underwriting commissions or discounts and commissions under the Securities Act. UnderwritersAt the time a particular offering of the shares of common stock is made, a prospectus supplement, if required, will be distributed, which will set forth the aggregate amount of shares of common stock being offered and their controlling persons, dealersthe terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and agentsother terms constituting compensation from the selling shareholders and any discounts, commissions or concessions allowed or re-allowed or paid to broker-dealers.

Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.

There can be no assurance that any selling shareholder will sell any or all of the shares of common stock registered pursuant to the registration statement of which this prospectus forms a part.

The selling shareholders and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, to the extent applicable, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling shareholders and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock.

We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, estimated to be $105,755 in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, a selling shareholder will pay all underwriting discounts and selling commissions, if any. We will indemnify the selling shareholders against liabilities, including some liabilities under the Securities Act in accordance with the registration rights agreements or the selling shareholders will be entitled under agreements entered into with us, to indemnificationcontribution. We may be indemnified by the selling shareholders against and contribution toward specific civil liabilities, including liabilities under the Securities Act.Act that may arise from any written information furnished to us by the selling shareholder specifically for use in this prospectus, in accordance with the related registration rights agreements or we may be entitled to contribution.

 

AnyOnce sold under the registration statement, of which this prospectus forms a part, the shares of common stock sold pursuant to a prospectus supplement will be listed on the Nasdaq, subject to official notice of issuance. We may elect to list any other securities on an exchange, but we are not obligated to do so. It is possible that one or more underwriters may make a marketfreely tradable in the securities, but such underwriters will not be obligated to do so and may discontinue any market making at any time without notice. No assurance can be given as to the liquidityhands of or the trading market for, any offered securities.persons other than our affiliates.


LEGAL MATTERS

 

In connectionCertain legal matters with an offering, the underwriters may purchase and sell securities in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of securities than they are required to purchase in an offering. Stabilizing transactions consist of bids or purchases made for the purpose of preventing a decline in the market price of the securities while an offering is in progress. The underwriters also may impose a penalty bid. This occurs when a particular underwriter repaysrespect to the underwriters a portionshares of the underwriting discount receivedour securities offered by it because thethis prospectus will be passed upon for us by Arnold & Porter Kaye Scholer LLP, New York, New York. Any underwriters, have repurchased securities sold by or for the account of that underwriter in stabilizing or short-covering transactions. These activities by the underwriters may stabilize, maintain or otherwise affect the market price of the securities. As a result, the price of the securities may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued by the underwriters at any time. Underwriters may engage in over-allotment. If any underwriters create a short position in the securities in an offering in which they sell more securities than are set forth on the cover page of the applicable prospectus supplement, the underwriters may reduce that short position by purchasing the securities in the open market.

Underwriters, dealers or agents that participate in the offer of securities, orwill be advised about other issues relating to any transaction by their affiliates or associates, may have engaged or engage in transactions with and perform services for, us or our affiliates in the ordinary course of business for which they may have received or receive customary fees and reimbursement of expenses.own legal counsel.

 


EXPERTS

 

The financial statements of Ipsidy Inc. as of December 31, 2020 and 2019 and for eachmanagement’s assessment of the years then ended includedeffectiveness of internal control over financial reporting incorporated by reference in this Registration Statement, of which this Prospectus forms a part,prospectus and elsewhere in the registration statement have been so includedincorporated by reference in reliance onupon the reportreports of Cherry Bekaert LLP, an independent registered public accounting firm (the report on the financial statements contains an explanatory paragraph regarding the Company’s ability to continue as a going concern) appearing elsewhere herein, given onaccountants, upon the authority of said firm as experts in auditingaccounting and accounting.auditing.


INFORMATION INCORPORATED BY REFERENCE

 

LEGAL MATTERSThis prospectus is part of a registration statement on Form S-3 filed by us with the SEC. This prospectus does not contain all of the information included in the registration statement, certain parts of which are omitted in accordance with the rules and regulations of the SEC.

 

The validitySEC allows us to “incorporate by reference” certain documents that we file with the SEC, which means that we can disclose important information to you by referring you to those documents that are considered part of this prospectus. The information incorporated by reference is considered to be part of this prospectus, and information that we file later with the securities offered herebySEC will be passed uponautomatically update and supersede this information. We incorporate by reference into this prospectus the documents listed below:

●our Annual Report on Form 10-K for the year ended December 31, 2021 as filed on March 22, 2022 (File No. 001-40747),

●our Current Report filed on March 21, 2022 (File No. 001-40747), excluding Item 2.02 and Item 7.01 thereof,

●our Current Report filed on April 19, 2022 (File No. 001-40747), and

●any future filings with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, including those made after the date of filing the initial registration statement and prior to effectiveness of the registration statement, until the termination of the offerings under this prospectus; provided that this prospectus will not incorporate any information we may furnish to the SEC under Item 2.02 or Item 7.01 of Form 8-K.

You may request copies of these filings, at no cost, by writing or calling us by Fleming PLLC,at:

Ipsidy Inc.

670 Long Beach Boulevard

Long Beach, New York New York. Certain legal matters may be passed upon for any agents or underwriters by counsel for such agents or underwriters identified in the applicable prospectus supplement.11561

Attn: Secretary

(516) 274-8700

 


WHERE YOU CAN FIND MORE INFORMATION

 

Ipsidy Inc. files annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains an internet site that contains reports, proxy and information statements and other information regarding issuers, including Ipsidy, that file electronically with the SEC. The public can obtain any document that Ipsidy files electronically with the SEC at www.sec.gov.

 

Our website address is located at www.authid.ai. We make available free of charge our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, any amendments to those reports and other information filed with, or furnished to, the SEC pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such material is made available through our website as soon as reasonably practicable after we electronically file the information with, or furnish it to, the SEC. The information contained on or that can be accessed through our website does not constitute part of this prospectus.

 

We have filed with the SEC a registration statement on Form S-3 relating to the securities covered by this prospectus. This prospectus does not contain all the information set forth in the registration statement, parts of which are omitted in accordance with the rules and regulations of the SEC. You will find additional information about us in the registration statement. Any statement made in this prospectus concerning a contract or other document of ours is not necessarily complete and you should read the documents that are filed as exhibits to the registration statement or otherwise filed with the SEC for a more complete understanding of the document or matter. Each such statement is qualified in all respects by reference to the document to which it refers. The full registration statement, including exhibits thereto, may be obtained from the SEC or us as indicated above.

 

12

DOCUMENTS INCORPORATED BY REFERENCE

The SEC allows us to incorporate by reference information in this document. This means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this document, except for any information that is superseded by information that is included directly in this document.

We are incorporating by reference the filings listed below and any additional documents that we may file with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act on or after the date of this prospectus until the termination of any offering and on or after the date of the initial registration statement and prior to the effectiveness of the registration statement of which this prospectus is a part, except we are not incorporating by reference any information furnished (but not filed) under Item 2.02 or Item 7.01 of any Current Report on Form 8-K and corresponding information furnished under Item 9.01 as an exhibit thereto, unless specifically referenced below.

(1)Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the Securities and Exchange Commission on March 8, 2021.
(2)Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2021, filed with the Securities and Exchange Commission on August 5, 2021.
(3)Current Reports on Form 8-K filed with the Securities and Exchange Commission on January 8, 2021, January 22, 2021, March 23, 2021, June 15, 2021, July 7, 2021, August 24, 2021 and August 26, 2021.
(4)The description of our common stock contained in the Registration Statement on Form 8-A filed on August 17, 2021 pursuant to Section 12(b) of the Exchange Act, including any amendment or report updating such description.

Any statement contained in this prospectus, or in a document incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded to the extent that a statement contained herein, or in any subsequently filed document that also is incorporated or deemed to be incorporated by reference herein, modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

We will provide to each person, including any beneficial owner, to whom a prospectus is delivered a copy of any or all of the documents incorporated by reference into this prospectus (including any exhibits that are specifically incorporated by reference in those documents) at no cost upon written or oral request. Any such request can be made by writing or telephoning us at the following address and telephone number:

Ipsidy Inc.

670 Long Beach Boulevard

Long Beach, New York 11561

Attn: Secretary

(516) 274-8700


 

PART II

 

IPSIDY INC.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 14. Other Expenses of Issuance and Distribution.

 

The following table sets forth the costs andestimated expenses tothat will be bornepaid by the RegistrantIpsidy Inc. in connection with the offerings described in this Registration Statement.offering of the securities:

 

Registration fee $18,540 
FINRA filing fee  * 
Printing fees  * 
Accounting fees and expenses  * 
Legal fees and expenses  * 
Transfer agent fees and expenses  * 
Miscellaneous  * 
Total  * 

*These fees are calculated based on the securities offered and the number of issuances and accordingly cannot be estimated at this time.
Securities and Exchange Commission registration fee $1,505 
FINRA filing fee $0 
Fees and expenses of accountants $3,000 
Fees and expenses of legal counsel $100,000 
Printing and engraving expenses $1,250 
Total $105,755 

 

Item 15. Indemnification of Directors and Officers.

 

We are incorporated under the laws of the State of Delaware. Section 145 of the Delaware General Corporation Law provides that a Delaware corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding, provided that the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was illegal. A Delaware corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnity may include expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit provided the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the corporation’s best interests, except that no indemnification is permitted without judicial approval if the person is adjudged to be liable to the corporation. Where a present or former director or officer is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify the person against the expenses that such person has actually and reasonably incurred. Our certificate of incorporation provides for indemnification of our directors, officers, employees and other agents to the maximum extent permitted by the Delaware General Corporation Law.

 

Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duties as a director, except for liability for any:

 

●transaction from which the director derives an improper personal benefit;

 

●act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

II-1

 

●unlawful payment of dividends, unlawful stock purchase or redemption of shares; or

 

●breach of a director’s duty of loyalty to the corporation or its stockholders.

II-1

 

Our amended and restated certificate of incorporation includes such a provision.

 

The right to indemnification provided in our certificate of incorporation includes the right to be paid by us the expenses (including, without limitation, attorneys’ fees and expenses) incurred in defending any action referred to above in advance of its final disposition, provided, however, that, if the Delaware General Corporation Law so requires, such an advancement of expenses incurred by a person in the person’s capacity as a director or officer (and not in any other capacity in which service was or is rendered by the person, including, without limitation, service to an employee benefit plan) will be made only upon delivery to us of an undertaking, by or on behalf of the person, to repay all amounts so advanced if it is ultimately determined by final judicial decision from which there is no further right to appeal that the person is not entitled to be indemnified by us.

 

Section 174 of the Delaware General Corporation Law provides, among other things, that a director who willfully or negligently approves of an unlawful payment of dividends or an unlawful stock purchase or redemption may be held liable for such actions. A director who was either absent when the unlawful action was approved, or dissented at the time, may avoid liability by causing his or her dissent to such action to be entered in the books containing minutes of the meetings of the board of directors at the time such action occurred or immediately after such absent director receives notice of the unlawful act.

 

As permitted by the Delaware General Corporation Law, we have entered into indemnity agreements with each of our directors and officers that require us to indemnify such persons against any and all expenses (including attorneys’ fees), witness fees, judgments, fines, settlements and other amounts incurred (including expenses of a derivative action) in connection with any action, suit or proceeding or alternative dispute resolution mechanism, inquiry hearing or investigation, whether threatened, pending or completed, to which any such person may be made a party by reason of the fact that such person is or was a director, an officer or an employee of our company, provided that such person’s conduct did not constitute a breach of his or her duty of loyalty to us or our stockholders, and was not an act or omission not in good faith or which involved intentional misconduct or a knowing violation of laws.

 

We have an insurance policy covering our officers and directors with respect to certain liabilities, including liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), or otherwise.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

 

Item 16. Exhibits

The exhibits to the registration statement required by Item 601 of Regulation S-K are listed in the exhibit index on page II-6.

Item 17. Undertakings

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

II-2

 

 

Item 16. List(ii) To reflect in the prospectus any facts or events arising after the effective date of Exhibits.

1.1*Form of Underwriting Agreement.
4.1Amended and Restated Certificate of Incorporation (incorporated by reference to the Company’s Current Report on Form 8-K, filed on March 23, 2021)
4.2Amended and Restated Bylaws (incorporated by reference to the Company’s Current Report on Form 8-K, filed on January 22, 2021)
4.3Form of Common Stock Certificate
4.4*Form of Preferred Stock Certificate.
4.5*Form of Indenture.
4.6*Form of Warrant Agreement.
4.7*Form of Warrant Certificate.
5.1Opinion of Fleming PLLC.
23.1Consent of Cherry Bekaert LLP.
23.2Consent of Fleming PLLC (included in Exhibit 5.1).
24.1Power of Attorney (included on signature page hereto).
25.1**Form of T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of the Trustee under any indenture

*To be filed by amendment or as an exhibit to a document incorporated by reference into the registration statement.
**To be filed in accordance with the requirements of Section 305(b)(2) of the Trust Indenture Act of 1939 and Rule 5b-3 thereunder.

the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

 

Item 17. Undertakings.(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

 

The undersigned registrant hereby undertakes:

(a)(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii)to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided,(A) Provided, however,, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act, of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is a part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act to any purchaser:

(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(iii) For the purpose of determining liability under the Securities Act to any purchaser, each prospectus required to be filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430(A), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

 

II-3

 

 

(2)That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

 

(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

(4)That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

 

(i)each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

 

(ii)each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(iii) The portion of any other free writing prospectus relating to the offering containing material information about such undersigned registrant or its securities provided by or on behalf of such undersigned registrant; and

 

(5)That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

 

(i)any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii)the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv)any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b)The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or section

15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to sectionSection 15(d) of the Securities Exchange Act of 1934)Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(c)Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(d)The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of section 310 of the Trust Indenture Act (“Act”) in accordance with the rules and regulations prescribed by the Commission under section 305(b)(2) of the Act.

 

(d) The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purposes of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

 

Each person whose individual signature appears below hereby authorizes and appoints Thomas L. Thimot and Stuart P. Stoller and each of them, with full power of substitution and resubstitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this registration statement, including post-effective amendments, and any registration statement relating to the same offering as this Registration Statement that is to be effective upon filing pursuant to Rule 462 under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate the same as fully, to all intents and purposes, as they, he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue thereof.

 

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Long Beach, State of New York, on November 1, 2021.April 25, 2022.

 

 IPSIDY INC.
   
 By:/s/ Thomas L. Thimot
  Thomas L. Thimot
  Chief Executive Officer
  (Principal Executive Officer)
  
 By:/s/ Stuart P. Stoller
  Stuart P. Stoller
  Chief Financial Officer
  (Principal Financial and Accounting Officer)

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature Title Date
     
/s/ Thomas L. Thimot 

Chief Executive Officer and Director

(Principal Executive Officer)

 November 1, 2021April 25, 2022
Thomas L. Thimot   
     
/s/ Stuart P. Stoller Chief Financial Officer November 1, 2021April 25, 2022
Stuart P. Stoller (Principal Financial Officer and
Principal Accounting Officer)  
     
/s/ Phillip L. Kumnick Chairman of the Board of Directors November 1, 2021April 25, 2022
Phillip L. Kumnick    
     
/s/ Philip R. Broenniman Director November 1, 2021April 25, 2022
Philip R. Broenniman    
     
/s/ Jacqueline L. White Director November 1, 2021April 25, 2022
Jacqueline L. White    
     
/s/ Michael L. Koehneman Director November 1, 2021April 25, 2022
Michael L. Koehneman    
     
/s/ Sanjay PuriNeepa Patel Director November 1, 2021April 25, 2022
Sanjay PuriNeepa Patel    
     
/s/ Michael A. Gorriz Director November 1, 2021April 25, 2022
Michael A. Gorriz    
/s/ Joseph TrelinDirectorApril 25, 2022
Joseph Trelin

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EXHIBIT INDEX

Exhibit NumberDescription
4.1*Description of Registrant’s Securities
5.1Opinion of Arnold & Porter Kaye Scholer LLP
23.1Consent of Cherry Bekaert LLP
23.2Consent of Arnold & Porter Kaye Scholer LLP (included in Exhibit 5.1)
24.1Power of Attorney (included on the signature page)
107Filing Fee Table

*Previously filed with Annual Report on Form 10-K on March 22, 2022.

 

 

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