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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): August 26, 2021

 

 

 

Ipsidy Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-40747   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))

 

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
Common Stock, $0.0001 par value per share   AUID   The Nasdaq Capital Market 

 

 

 

 

 

Item 8.01. Other Events.

 

On August 26, 2021, Ipsidy Inc. (the “Company”) issued a press release announcing the closing of the Company’s previously announced public offering (the “Offering”) of 1,642,856 shares of its common stock at a public offering price of $7.00 per share, including 214,285 shares sold upon full exercise of the underwriter’s option to purchase additional shares, for gross proceeds of approximately $11.5 million, before deducting underwriting discounts and offering expenses.

 

The Press Release is filed as Exhibit 99.1 to this Current Report on Form 8-K and the description of the material terms of the Press Release are qualified in its entirety by reference to such exhibit.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Index of Exhibits

 

Exhibit
Number
  Description
99.1   Press Release dated August 26, 2021
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

1

 

 

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: August 26, 2021 By: /s/ Stuart P. Stoller
  Name:   Stuart P. Stoller
  Title: Chief Financial Officer

 

 

2 

 

 

 

Exhibit 99.1

 

authID.ai Announces Closing of Public Offering

 

Long Beach, NY, Aug. 26, 2021 (GLOBE NEWSWIRE) – authID.ai (www.authid.ai) (Nasdaq: AUID) (“authID” or the “Company”), a leading provider of secure, mobile, biometric identity authentication solutions, today announced the closing of its public offering of 1,642,856 shares of its common stock at a public offering price of $7.00 per share, including 214,285 shares sold upon full exercise of the underwriter’s option to purchase additional shares, for gross proceeds of approximately $11.5 million, before deducting underwriting discounts and offering expenses.

 

The common shares began trading on the Nasdaq Capital Market under the symbol “AUID” on August 24, 2021.

 

The Company intends to use the proceeds to invest in software product and platform development and artificial intelligence; to expand the Company’s business development and sales and marketing capabilities; and for working capital and general corporate purposes.

 

ThinkEquity acted as sole book-running manager for the offering.

 

A registration statement on Form S-1 (File No. 333-257453) relating to the shares was filed with the Securities and Exchange Commission (“SEC”) and became effective on August 23, 2021. This offering is being made only by means of a prospectus. Copies of the final prospectus may be obtained from ThinkEquity, 17 State Street, 22nd Floor, New York, New York 10004, by telephone at (877) 436-3673, by email at prospectus@think-equity.com.

 

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

About authID.ai

 

authID.ai (www.authid.ai) Recognise Your Customer™. Our mission is to eliminate all passwords, and to be the preferred global platform for biometric identity authentication. The authID.ai Identity as a Service (IDaaS) platform delivers a suite of biometric identity proofing and authentication solutions that establish security and trust in today’s digital world. 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.

 

Forward Looking Statements

 

This press release contains “forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” “will” “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on authID.ai’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. These and other risks and uncertainties are described more fully in the section titled “Risk Factors” in the final prospectus related to the public offering filed with the Securities and Exchange Commission. Forward-looking statements contained in this announcement are made as of this date, and authID.ai undertakes no duty to update such information except as required under applicable law.

 

Contacts:

 

authID.ai

 

Tom Thimot, Chief Executive Officer tomthimot@authID.ai  
Tripp Smith, President & CTO trippsmith@authid.ai  

 

Media Relations

Emily Porro, Makovsky

eporro@makovsky.com

 

Investor Relations

Douglas Hesney, Makovsky

dhesney@makovsky.com