UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 26, 2023, at the annual meeting for authID Inc., a Delaware corporation (the “Company”), the shareholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split at a ratio not less than 1-for-2 and not greater than 1-for-50, with the exact ratio to be set within that range at the discretion of the Company’s Board of Directors before June 30, 2024 without further approval or authorization of the Company’s stockholders. On June 26, 2023, the Board of Directors approved the amendment to the Company’s Amended and Restated Certificate of Incorporation implementing a reverse split at a ratio of 1-for-8 (the “Reverse Split”).
On June 26, 2023, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware implementing the Reverse Split. The Amendment will become effective on July 7, 2023 at 5:30pm. As a result of the Reverse Split, every 8 shares of the Company’s issued and outstanding common stock will be converted automatically on the effective date into one share of common stock. No cash or fractional shares will be issued in connection with the Reverse Split and instead the Company will round up to the next whole share in lieu of issuing factional shares that would have been issued in the Reverse Split. The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
The Company held its Annual Meeting on June 26, 2023 virtually by conference call and live stream. Of the 25,864,437 shares of Common Stock outstanding on May 5, 2023, the record date, 18,438,023 shares were represented at the Annual Meeting, in person or by proxy, constituting a quorum. The proposals considered at the Annual Meeting are described in detail in the Proxy Statement. The proposals described below were voted upon at the Annual Meeting and the number of votes cast with respect to each proposal was as set forth below:
| (1) | Elect seven directors until such nominee’s successor is duly elected and qualified, or until the nominee’s earlier death, resignation or removal. The seven directors receiving the highest vote were appointed to the board. The following directors were elected to the board. |
| For | Withheld | |||
| Rhoniel A. Daguro | 14,020,268 | 11,920 | ||
| Joseph Trelin | 14,017,486 | 14,702 | ||
| Ken Jisser | 13,967,192 | 64,996 | ||
| Michael L. Koehneman | 13,657,239 | 374,949 | ||
| Thomas R. Szoke | 13,631,780 | 400,408 | ||
| Michael C. Thompson | 13,687,334 | 344,854 | ||
| Jacqueline L. White | 13,687,123 | 345,065 |
| (2) | Ratified the appointment of Cherry Bekaert LLP as the Company’s independent auditors for the fiscal year ending December 31, 2023. This matter was determined based on majority of the votes cast. |
| For | Against | Abstain | ||
| 15,694,100 | 2,407,950 | 335,973 |
| (3) | Approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split at a ratio not less than 1-for-2 and not greater than 1-for-50, with the exact ratio to be set within that range at the discretion of the Company’s board of directors before June 30, 2024 without further approval or authorization of the Company’s stockholders. The board of directors may alternatively elect to abandon such proposed amendment and not effect the reverse stock split authorized by stockholders, in its sole discretion. |
| For | Against | Abstain | ||
| 18,368,466 | 68,750 | 807 |
| (4) | Approved an additional 2,900,000 shares of common stock for issuance under the 2021 Equity Incentive Plan. |
| For | Against | Abstain | ||
| 12,438,553 | 1,097,641 | 495,994 |
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Item 8.01 Other Events
On June 26, 2023, the Company provided a presentation included as Exhibit 99.1 to this Current Report on Form 8-K at its Annual Meeting of Shareholders. A copy of the slide presentation is also available on the Company’s website at www.authid.ai.
Item 9.01 Financial Statements and Exhibits
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation dated June 26, 2023 | |
| 99.1 | Annual Meeting Presentation | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
| authID Inc. | ||
| Date: June 27, 2023 | By: | /s/ Rhoniel A. Daguro |
| Name: | Rhoniel A. Daguro | |
| Title: | Chief Executive Officer | |
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