Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

Backstop Commitment Agreement

On September 9, 2026, authID Inc. (the "Company") entered into a Backstop Commitment Agreement (the "Backstop Agreement") with certain holders of the Company's outstanding senior secured debentures (each, a "Commitment Party" and, collectively, the "Commitment Parties"). The senior secured debentures (the "Senior Secured Debentures") were issued pursuant to that certain Securities Purchase Agreement, dated as of April 29, 2026, by and between the Company and each purchaser named therein (the "April 2026 Purchase Agreement"), together with warrants to purchase shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"), issued to the holders of the Senior Secured Debentures in connection therewith (the "Existing Warrants").

Backstop Commitment. Subject to the terms and conditions of the Backstop Agreement, each Commitment Party has agreed, severally and not jointly, to fund its pro rata share of an aggregate backstop commitment of up to (i) $300,000, if no funding transaction with a third-party strategic investor (or its affiliates) occurs prior to the Company's next payroll cycle, or (ii) $500,000, if a funding transaction with a third-party strategic investor (or its affiliates) does occur, of which $300,000 may be drawn at any time (to the extent not previously drawn under clause (i)) and the remaining $200,000 may be drawn once fifty percent (50%) of the proceeds contemplated by the Company's agreement with such third-party strategic investor have been utilized (the applicable amount, the "Backstop Amount").

Funding Notice; Closing. The Company may call upon the backstop commitment by delivering a written funding notice to each Commitment Party specifying the aggregate amount to be funded by each Commitment Party, subject to the satisfaction or waiver of customary closing conditions. A total of $300,000 was funded on September 11, 2026.

Commitment Fee Warrants. As consideration for the backstop commitment, and effective upon execution of the Backstop Agreement regardless of whether the Backstop Amount is ultimately funded, the Company agreed to issue to the Commitment Parties, in proportion to their respective pro rata shares, an aggregate of 750,000 warrants to purchase shares of Common Stock (the "Commitment Fee Warrants"). The Commitment Fee Warrants have a term of five years from the date of issuance, are exercisable in whole or in part at any time during their term, are subject to customary adjustment for stock splits, stock dividends, recapitalizations and similar events, and have an exercise price of $0.57 per share.

Adjustment of Conversion Price of the Senior Secured Debentures. Effective upon execution of the Backstop Agreement, and regardless of whether the Backstop Amount is ultimately funded, the conversion price applicable to all Senior Secured Debentures issued pursuant to the April 2026 Purchase Agreement was fixed at the "Adjusted Conversion Price," which is $0.38. This adjustment is to be made in accordance with the terms of the Senior Secured Debentures and the April 2026 Purchase Agreement and applies to all Senior Secured Debentures outstanding as of September 9, 2026, regardless of whether such holder is a Commitment Party under the Backstop Agreement, except that any Senior Secured Debenture held by a Director will not be convertible without prior stockholder approval.

Repricing of the Existing Warrants. Effective upon execution of the Backstop Agreement, and regardless of whether the Backstop Amount is ultimately funded, the exercise price of all Existing Warrants was reduced to $0.57 per share. The Existing Warrants previously had an exercise price of $1.50 per share. This adjustment is made in accordance with the terms of the April 2026 Purchase Agreement, except that the exercise price of any Existing Warrant held by a Director will not be adjusted without prior stockholder approval.