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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/18/23 authID Inc. 8-K:5,9 4/12/23 12:663K EdgarAgents LLC/FA |
Document/Exhibit Description Pages Size
1: 8-K Current Report HTML 29K
2: EX-10.1 Letter Agreement Between Thomas R. Szoke and HTML 290K
Authid Inc. Dated April 12, 2023
3: EX-10.2 Executive Retention Agreement Between Thomas R. HTML 90K
Szoke and Authid Inc. Dated April 12, 2023
7: R1 Cover HTML 49K
10: XML IDEA XML File -- Filing Summary XML 12K
8: XML XBRL Instance -- ea177091-8k_authid_htm XML 15K
9: EXCEL IDEA Workbook of Financial Reports XLSX 8K
5: EX-101.LAB XBRL Labels -- auid-20230412_lab XML 96K
6: EX-101.PRE XBRL Presentations -- auid-20230412_pre XML 64K
4: EX-101.SCH XBRL Schema -- auid-20230412 XSD 12K
11: JSON XBRL Instance as JSON Data -- MetaLinks 25± 34K
12: ZIP XBRL Zipped Folder -- 0001213900-23-030640-xbrl Zip 92K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): i April 12, 2023
(Exact name of registrant as specified in its charter)
| i Delaware | i 001-40747 | i 46-2069547 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification Number) |
i 1385 S. Colorado Blvd., i Building A, Suite 322, i Denver, i Colorado i 80222
(Address of principal executive offices) (zip code)
(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):
| i ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| i ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| i ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| i ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| i Common Stock par value $0.0001 per share | i AUID | The i Nasdaq Stock Market, LLC |
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).
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. i ☒
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Agreements of Certain Officers
On April 12, 2023, authID Inc. (the “Company”) and Thomas R. Szoke, a director of the Company, entered an Offer Letter pursuant to which Mr. Szoke agreed to serve as Chief Technology Officer of the Company in consideration of an initial annual salary of $250,000. Mr. Szoke received an initial signing bonus of $20,833 and will be eligible for an annual target bonus of up to $200,000 based on performance milestones. For the period ending March 31, 2024, a bonus amount of $40,000 shall be payable upon the Company achieving increments of $1,000,000 in total contract value of all customer agreements less claw backs (“Bookings”) up to an aggregate of $5,000,000 in Bookings. For subsequent years, Mr. Szoke and the Compensation Committee of the Board will mutually agree as to the performance targets to earn for the annual bonus.
The vesting criteria of Mr. Szoke’s Stock Options to acquire 100,000 shares of common stock previously granted to Mr. Szoke on March 14, 2023 (the “Original Grant”) were amended pursuant to an Amended and Restated Stock Non-Statutory Option Agreement providing for vesting subject to achievement of performance and service conditions. All other terms of the Original Grant were not changed. Upon the Company being able to grant additional options under a stock incentive plan, it will make an additional grant of options to Mr. Szoke to acquire 400,000 shares of common stock for a period of ten years vesting subject to achievement of performance and service conditions (the “Additional Grant”). The exercise price of the options shall be equal to the closing price of the common stock on the Nasdaq Stock Market on the date of such Additional Grant.
The employment of Mr. Szoke is at will and may be terminated at any time, with or without formal cause. The Company also entered an Executive Retention Agreement with Mr. Szoke, pursuant to which the Company agreed to provide specified severance and bonus amounts and to accelerate the vesting on his equity awards upon termination upon a change of control or an involuntary termination, as each term is defined in the agreement. In the event of a termination upon a change of control or an involuntary termination, Mr. Szoke is entitled to receive an amount equal to 100% of his base salary, the actual bonus earned but unpaid for the previous year and any bonus that was earned but unpaid prior to the termination date. Further, upon termination upon a change of control or an involuntary termination, the Company will reimburse Mr. Szoke for the cost of continuation of health coverage for Mr. Szoke and his eligible dependents pursuant to COBRA until the earlier of 12 months following the termination date, the date Mr. Szoke and his dependents are eligible for health coverage from a new employer or the date Mr. Szoke and his eligible dependents are no longer eligible for COBRA.
Mr. Szoke has over 25 years of engineering, global sales, and operations management experience. He is a founder of the Company and has served as a director and in various other senior roles until 2021. Prior to founding the Company, he served as Chief Operating Officer of Innovation In Motion Inc., now a subsidiary of the Company. Mr. Szoke is also the inventor of IIM Global Corps HDR Intelligent Accessory product lines and has held various sales and management positions with Motorola, Inc. for over 20 years. Since 2021, he has been an independent consultant for the Company and others.
Item 9.01 Financial Statements and Exhibits
| Exhibit No. | Description | |
| 10.1 | Letter Agreement between Thomas R. Szoke and authID Inc. dated April 12, 2023 | |
| 10.2 | Executive Retention Agreement between Thomas R. Szoke and authID Inc. dated April 12, 2023 | |
| 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.
| authID Inc. | ||
| Date: April 18, 2023 | By: | /s/ Hang Thi Bich Pham |
| Name: | Hang Thi Bich Pham | |
| Title: | Chief Financial Officer | |
2
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 3/31/24 | None on these Dates | |||
| Filed on: | 4/18/23 | |||
| For Period end: | 4/12/23 | |||
| 3/14/23 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/20/24 authID Inc. 10-K 12/31/23 79:7.8M EdgarAgents LLC/FA 11/21/23 authID Inc. 424B5 1:327K EdgarAgents LLC/FA 11/08/23 authID Inc. 10-Q 9/30/23 71:6.1M EdgarAgents LLC/FA 8/10/23 authID Inc. 10-Q 6/30/23 67:5.4M EdgarAgents LLC/FA 5/25/23 authID Inc. 424B5 1:373K EdgarAgents LLC/FA 5/11/23 authID Inc. 10-Q 3/31/23 64:4.1M EdgarAgents LLC/FA |