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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 16, 2019

Ipsidy Inc.

(Exact name of registrant as specified in its charter)

6Delaware		000-54545		46-2069547
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

670 Long Beach Boulevard, Long Beach, New York 11561

(Address of principal executive offices) (zip code)

516-274-8700

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

☒ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Securities registered pursuant to Section 12(b) of the Act: Not applicable.

Title of each class		Trading Symbol		Name of each exchange on which registered
Not applicable.

Item 7.01

Regulation FD Disclosure.

Ipsidy Inc. (the “Company”) plans to present and/or distribute to the investment community and utilize at various industry and other conferences the presentation slides attached hereto as Exhibit 99.1.

The furnishing of the attached presentation is not an admission as to the materiality of any information therein. The information contained in the slides is summary information that is intended to be considered in the context of more complete information included in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”) and other public announcements that the Company has made and may make from time to time by press release or otherwise. The Company undertakes no duty or obligation to update or revise the information contained in this report, although it may do so from time to time as its management believes is appropriate. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosures. For important information about forward looking statements, see the slide titled “Forward Looking Statements” in Exhibit 99.1 attached hereto.

The information in this Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 7.01 and in the presentation attached as Exhibit 99.1 to this Current Report shall not be incorporated by reference into any filing with the SEC made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01

Financial Statements and Exhibits

Exhibit No.

Description

99.1

Ipsidy Inc. Slide Presentation – October 2019

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Ipsidy Inc.

Date: October 16, 2019	By:	/s/ Stuart Stoller
	Name:	Stuart Stoller
	Title:	Chief Financial Officer

Exhibit 99.1

© 2019 Ipsidy, Inc. All Rights Reserved. In a digital world, our mission is to help our customers know with biometric certainty the identity of the people with whom they are engaging. October 2019 Identity as a Service. Ipsidy IdaaS platform provides mobile biometric solutions to everyday problems: Who is: • Applying online for a loan? • Accessing my mobile banking application? • Making an online or in-person purchase? • Providing service in my home? • Applying for a job? • Visiting my lobby….Crossing my perimeter?

© 2019 Ipsidy, Inc. All Rights Reserved. October 15, 2019 How do we protect your data? Disclaimer & Forward Looking Statements -2- ThisConfidentialPresentation(the“Presentation")hasbeenpreparedonthebasisofInformationfurnishedbythe managementofIpsidy,Inc.(“Ipsidy”orthe“Company”)andhasnotbeenindependentlyverifiedbyanythirdparty. Therefore,whiletheCompanyisnotawareofanyinaccuracies,nowarrantyorrepresentationismadebytheCompany oritsemployeesandrepresentativesastothecompletenessoraccuracyoftheinformationcontainedherein.The Companyanditsemployeesandrepresentativesexpresslydisclaimanyliabilityfordamages,directorconsequential, arisingoutoforrelatedtothisPresentationoromissionstherefrom,oranyotherinformationprovidedinwriting,orally orotherwiseregardingthispotentialtransaction.AnypartyconsideringatransactionwiththeCompany,agreestolook solelytoitsownduediligenceandanyrepresentations,warrantiesand/orcovenantssetforthinafullyexecuted, definitivewrittenagreementwiththeCompany,relativetothetransaction. Information contained in the Presentation may include “forward-looking statements.” All statements other than statements of historical facts included herein, including, without limitation, those regarding the financial position, business strategy, plans and objectives of management for future operations of both Ipsidy and its business partners, future sales, product and service launches with customers and new initiatives and customer pipeline are forward-looking statements. Such forward-looking statements are based on a number of assumptions regarding Ipsidy’s present and future business strategies, and the environment in which Ipsidy expects to operate in the future, which assumptions may or may not be fulfilled in practice. Actual results may vary materially from the results anticipated by these forward- looking statements as a result of a variety of risk factors, including the risk that implementation, adoption and offering of the service by customers, users and others may take longer than anticipated, or may not occur at all; changes in laws, regulations and practices; changes in domestic and international economic and political conditions and others. See the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 filed atwww.sec.govfor other risk factors which investors should consider. These forward-looking statements speak only as to the date of this Presentation and cannot be relied upon as a guide to future performance. Ipsidy expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained in this Presentation to reflect any changes in its expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based. ThisPresentationisnotanoffertosellorasolicitationofanoffertobuyanysecuritiesinanyjurisdictioninwhichsuch offerorsolicitationwouldbeunlawfulandmaynotbedistributedinsuchjurisdictions.

© 2019 Ipsidy, Inc. All Rights Reserved. October 15, 2019 -4- But….Your Data Has Likely Already Been Stolen Or Has Been Given Away 1I BMSecurity “ Cost of a Data Breach 2019 2 iwww.informationisbeautiful.net/visualizations/worlds-biggest-data-breaches-hacks/ 3 https://breachlevelindex.com/

© 2019 Ipsidy, Inc. All Rights Reserved. October 15, 2019 The Need To Transform Identity Is Everywhere Regulations…require MFA...Privacy Headlines…your data is out there Mobile Adoption demands solutions Omni-Channel…needs unified identity December 16, 2016 -5-

© 2019 Ipsidy, Inc. All Rights Reserved. October 15, 2019 •IDaaS Platform offers competitive differentiation – Reduces fraud and solves everyday problems by verifying identity across the life-cycle of transaction events, not in discrete, separate silos – Flexible assurance levels and ease of use help deliver omni-channel identity verification – Scalable mobile, biometric solutions work great on their own…even better together •Large addressable identity market ?$170 Bn 1 by 2023 – Digital transformation across sectors driving adoption of next-generation identity solutions – “Good” Digital ID can unlock economic growth 2 •Business at inflection point – Robust pipeline indicates market demand. – SaaS enrollment/transaction fees translates to recurring high-margin revenue •Experienced leadership – Expertise in biometrics – Developing & operating global platforms with localized services – Managing small-cap companies •OTCQX: IDTY. Plan to apply to National Exchange Ipsidy…Positioned For Growth 1 OWI Research –Combined IDaaS and access management by 2023 2 McKinsey Global Institute –Digital Identification–April 2019 -7-

© 2019 Ipsidy, Inc. All Rights Reserved. October 15, 2019 P L A T F O R M •IDaaS platform, global, scalable, secure. •Mobile biometric authentication for a variety of transactions – both digital & physical use-cases •Web portals for identity management –no integration •REST API’s and Mobile App SDKs, for easy integration & custom transactions. Ipsidy’s IDaaS Platform Solves Everyday Problems with Biometric Certainty -10-

© 2019 Ipsidy, Inc. All Rights Reserved. October 15, 2019 Mobile biometric identity solutions that work great on their own…and even better together. the beauty of a single platform. Implement based on needs over time. Common user enrollment. Easy integrations. Lower costs. Reduce risk. Increase trust and ROI. Keep on Growing. -12-

© 2019 Ipsidy, Inc. All Rights Reserved. October 15, 2019 Market Opportunity: Global, Scalable IDaaS Platform Identity Market Themes • “On-demand” economy continues to increase consumer expectations for frictionlessexperiences. • Tightening data privacy regulations (GDPR, CCPA) heighten regulatory scrutiny of digital identity. • Global adoption of open banking accelerating transition to electronic payments. • Increasing sensitivity to brand fallout from account breaches and fraud schemes. • Demand for enhanced physical security projected to accelerate from 2018-2023. $53 $55 $57 $92 $99 $112 $116 $121 $148 $0 $20 $40 $60 $80 $100 $120 $140 $160 2015 2016 2017 2018 2019 2020 2021 2022 2023 B i l l i o n s Global Physical Access Market Value 2 1 McKinsey Global Institute –Digital Identification–April 2019 2 OWI Research $10 $11 $13 $15 $17 $20 $0 $5 $10 $15 $20 $25 2017 2018 2019 2020 2021 2022 B i l l i o n s Addressable Global IDV Market Value 1 CAGR 14.87% •Identity as a service and access management growing rapidly, with a combined market of ~$170Bn by 2023 . -13-

© 2019 Ipsidy, Inc. All Rights Reserved. October 15, 2019 •Flexibility of our IDaaS platform allows Ipsidy to service multiple markets Targeting High Assurance, High Value Transactions… Identity Assurance Level Low T r a n s a c t i o n V a l u e / S e n s i t i v i t y High Medium Low High Username/Password Multi-factor Authentication Knowledge-based Authentication Attribute-based Identity Verification Document Scan Identity Proofing Document RFID Identity Proofing Medium Document Scan Identity Proofing + Biometric Match Document RFID Identity Proofing + Biometric Match Social Media eCommerce Physical Access Sharing Economy Telecom Age-Restricted Goods Government Healthcare Financial Services Secure Physical Access -14-

© 2019 Ipsidy, Inc. All Rights Reserved. October 15, 2019 Digital & Physical Solutions Digital Solution Only Legend Ease Seamless, invisible process to end user A s s u r a n c e I n - p e r s o n I D V + d e v i c e a u t h . K B A b a s e d / n o d e v i c e a u t h . 10 0 10 1. Aware 2. Callsign 3. Danal 4. Daon 5. Datacard 6. Duo 7. Element 8. Experian 9. Gemalto 10. HID 11. HYPR 12. ID.ME 13. ImageWare 14. Passbase 15. Payfone 16. IDEMIA 17. SuperCom 18. Trusona 19. TrustID 20. Twilio/Authy 21. Veridium 22. Yoti 23. Jumio 1, 4, 6, 7, 11, 13, 21 Red denotes FIDO providers 5 5 2 3, 5 9 12 15 8 Ipsidy Platform’s Competitive Differentiation • High levels of identity assurance, combined with adaptable friction levels distinguish Ipsidy from competitors. In-person ID verification ▪ Strong market opportunities exist at intersection of high assurance & low friction…legacy players struggling to deliver compelling solutions ▪ FIDO compliant competitors continue to struggle to differentiate themselves in crowded authentication space Takeaways 18 19 22 20 17 16 10 14 Ipsidy IdaaS Platform 23 -15-

© 2019 Ipsidy, Inc. All Rights Reserved. October 15, 2019 • Commence application to National Exchange • Call Annual Meeting to effect reverse stock split and adopt new charter • Perform due - diligence process with Exchange • Hold Annual Meeting • Effect stock split after meeting in conjunction with uplisting • Planned U plisting to National Exchange National Exchange Uplisting, Near - Term - 17 -

© 2019 Ipsidy, Inc. All Rights Reserved. October 15, 2019 •Commence application to National Exchange •Call Annual Meeting to effect reverse stock split and adopt new charter •Perform due-diligence process with Exchange •Hold Annual Meeting •Effect stock split after meeting in conjunction with uplisting •Plan uplisting to National Exchange National Exchange Uplisting, Near- Term -17-

© 2019 Ipsidy, Inc. All Rights Reserved. October 15, 2019 How do we protect your data? •IDaaS solutions offer Competitive Differentiation •Large Addressable Identity Market ~$170 Bn by 2023 •Business at Inflection Point •Experienced Leadership Team •OTCQX: IDTY. Plan to apply to national exchange Summary -18-

© 2019 Ipsidy, Inc. All Rights Reserved. October 15, 2019 Key Clients UnitedStates LATAM Africa Zimbabwe, Zambia, Guinea, Swaziland ElectoralCommissions Currentmanagementjoinedin2017,transformingcoretechnologiestoanIDaaS(IdentityasaService) platformofferingremoteidentityverificationandauthenticationfordigitalandphysicaltransactions. Company History Acquisition of IDSolutions Biometric fingerprint software Acquisition of CardsPlus South African credential products How do we protect your data? 2016 2015 2017 ID Global Becomes Ipsidy New Leadership Philip Beck, CEO Stu Stoller, CFO SEC Regulatory Compliance Identity Platform Requirements New IDTY Ticker Symbol on OTCQX Build the Team & Processes • Security, Engineering & QA, Operations, Marketing & Sales 2018 2019 Dept. of Homeland Security Providing proprietary, AFIS – Securing & Identifying 5 M US Transportation Workers Identity Platform Readiness LatamVerified Rollout Commences Proof -New Solution Launch Time -New Solution Launch Peru –Setup & RENIEC Agreement Partner/Reseller Networks IDGS Listed on OTC MultiPay Acquired A payment gateway for transactional routing, bill payment, stored value card programs and mobile financial solutions. Platform Development & Pilots • Mobile , Biometric Transaction Authentication • Identity & Access Control • Mobile Eco-System Zimbabwe National Election -20-

© 2019 Ipsidy, Inc. All Rights Reserved. October 15, 2019 How do we protect your data? Proven Leadership Philip Beck -Chairman of the Board, Chief Executive Officer & President. Experienced leader in fintech, international business, and payments & law. Previously served as Founder, Chairmanand CEO, Planet Payment Inc. (Nasdaq: PLPM). Co-founded Beck & Arad, ParityLabs LLC. and BridgeWorks LLC. Stuart Stoller -ChiefFinancial Officer. Strategy and finance executive with additional experience in accounting, capital markets, systems and operations. Previously worked as CFO at Test America Laboratories, Associated Food Store, and Sleep Innovations, Inc. SVP, The New York Times Company and SVP, CAO, and Corporate Controller Macy’s, Inc. Thomas Szoke -Chief Technology Officer. Engineering, global sales and operations management professional. President, CEO of ID Global Solutions Inc., COO, Innovation In Motion Inc., and Inventor of IIM Global Corps HDR Intelligent Accessory product lines. 23 years, Motorola, Inc. Grace de Fries -Chief of Staff.Experienced executive in international business development, marketing, and product management of international payments and telecommunications. Previously VP, Planet Payment Inc., Director, Global Crossing, Inc., and Director, AT&T. BA Harvard University; MBA, Georgetown University. Graham Arad -General Counsel. International corporate and commercial lawyer admitted to practice in New York, England & BVI. International business advisor and counsel to diverse businesses and investors, focusing on technology, cyber-security and start-ups. Previously founded and served as General Counsel, Director of Planet Payment, Inc. Christopher White –SVP Engineering. Experienced software engineering with expertise in in Payments, Security, and POS Systems. Prior positions include Vice President, Ingenico Group, Director, NCR, Director, Verifone, Director, LifeLock, Director, Hypercom. Henry Tan –Global Head, Projects & Operations. Experienced executive in International payments, technology and information security. Chief Operating Officer, Asia Pacific Planet Payment. Various C-level Asia Regional Head positions at Visa International, Citibank, EDS and American Express. Jonathan Ellis -Managing Director EMEA Sales Senior executive in international business development. Previous: Managing Director EMEA Planet Payment. Extensive experience in European restaurant and hospitality industry, Managing Director Prezzo Restaurant Group. Maxim Umarov -Director of Innovation.Expertin Biometrics and Security. CTO ID Global, Inc. VP, Engineering, US & Russia high-tech companies. MS Science & Engineering. Cisco & Microsoft IT Security certifications, INFOSEC CNSS 4011 & 4013 certification granted by Committee for National Systems Security & US National Security Agency. Trevor James -Managing Director, Cards Plus SA. 30 years information technology sales, business development and executive management; Computer Sciences Corporation; Group Managing Director, founding shareholder Square One Group. Bachelor of Commerce, University of South Africa. -21-

© 2019 Ipsidy, Inc. All Rights Reserved. October 15, 2019 Historical Financial Performance New management has grown top line and positioned the company for profitable growth. -22- Selected Financial Data Year Ended December 31, 2015A 2016A 2017A 2018A Total revenues, net $ 735,364 S 1,929,938 $ 2,303,606 $ 3,828,993 Cost of goods - 492,237 589,254 1,256,853 Gross Profit 735,364 1,437,701 1,714,352 2,572,140 General & administrative 9,003,143 14,243,363 13,026,188 11,193,351 Research & Development 480,789 340,317 222,068 208,311 Depreciation & Amortization 147,052 421,494 475,211 493,697 Total Operating Expenses (SG & A) 9,630,984 15,005,174 13,723,467 11,895,359 Operating Loss (8,895,620) (13,567,473) (12,009,115) (9,323,219) Gain (loss) on derivative liability (26,647,021) 7,345,000 (452,146) - Other gain/(loss) - - (3,654,506) 83,649 Interest expense, net (1,136,528) (3,625,984) (1,337,081) (757,801) Income before tax (EBT) (36,679,169) (9,848,457) (17,452,848) (9,997,371) Income Tax - 2,946 28,781 30,242 Net loss $ (36,679,169) S (9,851,403) S (17,481,629) S (10,027,613) Adjusted EBITDA (Non-GAAP) $ (2,156,454) $ (4,271,705) $ (5,670,970) $ (6,005,043) Balance Sheet Extract as of December 31, Cash S 349,873 S 689,105 S 4,413,822 S 4,972,331 Total Assets 3,470,377 12,547,986 17,029,244 18,143,748 Total Debt - Gross 3,234,764 6,065,914 3,142,929 2,115,508 Stockholders' Equity (Deficit) (24,080,308) (13,252,243) 12,940,899 14,591,096 Notes: 1. Derivative liability is related to down round or antidilutive provisions associated with convertible debt and warrants 2. Other loss in 2017 is related to the conversion of debt for equity.

© 2019 Ipsidy, Inc. All Rights Reserved. October 15, 2019 Competitive Differentiation -Peer Benchmarking Approach -25- Ipsidy’s competitors offering biometric authentication and identity verification platforms, as well as out of band (OOB) services interplay factors such as ease of use, ID assurance and physical v digital uses. The below outlines the assumptions and approach. 1.Companies selected have core product offerings in the OOB and/or biometric authentication market 2.Companies in the same marketplace with vertically integrated cybersecurity companies are not considered competitors (e.g. RSA, Symantec) 3.Market recognition is based on presence in the market and competitive advantage 4.FIDO compliant solutions are considered to be technology analogous 1.Start with Ipsidy’s self identified competitors (based on discussions and SEC filings) 2.Layer in OWI’s identity industry knowledge, leveraging 2018 identity industry landscape for companies 3.Exclude companies without a standalone consumer solution for smartphones 4.For companies with similar product offerings, select companies based on leading market recognition and best practices Peer Selection Criteria Assumptions Approach Peer benchmark competitors are assessed by level of security of product (assurance), frictionless customer experience (ease) and data and ranked/plotted on a scale: Ease: degree of friction or steps needed to authenticate; plotted on a scale from 1-10, the higher the number, the higher the ease and less steps/interaction needed Assurance: Level of certainty the process provides; plotted on a scale from 1-10, the higher the number, the greater the certainty Uses : Whether a competitor’s solution offers authentication for physical access applications in addition to digital use cases. 1 2 3 2 1 3

2019 Ipsidy, Inc. All Rights Reserved. October 15, 2019 Assurance and Ease Score Details -26- Score Description Example E a s e 10 100% invisible to end-user User is unaware authentication is being performed 8 Authentication via biometric API Biometric authentication via 3 rd party API (e.g. Apple Touch ID) 5 Self-provided biometric enrollment User completes biometric enrollment on own device 3 Remote ID verification Remote comparison of identity document photograph/scan to user photograph 1 In-person ID verification Face-to-face comparison of identity credentials by authorized agent A s s u r a n c e 10 In-person IDV + device enrollment User's identity is verified with in-person review of physical identity document. Smartphone capture of biometric template also performed in-person, confirming that biometric template was captured from the same individual whose identity was verified. 8 Self-enrolled biometric with remote IDV User's identity is verified remotely with comparison of "selfie" to photo of physical identity document. Smartphone capture of biometric template performed remotely. 5 Self-enrolled biometric Smartphone capture of biometric template performed remotely. User identity verification is implied: "I trust this is Cameron because valid login credentials for Cameron's bank account were presented." 3 Self-provided PIN Smartphone capture of PIN or password performed remotely. User identity verification is implied: "I trust this is Cameron because valid login credentials for Cameron's bank account were presented." 1 Knowledge-based authentication User identity is "verified" using questions (e.g. what is your mother’s maiden name?)