AUID

authID Inc.

NASDAQ · TECHNOLOGY · SERVICES-PREPACKAGED SOFTWARE

0.35

+0.04 +12.14%

USD · close Oct 22

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Work order

PASS · shorts 90

Insiders, 90 days

no open-market filings in 90 days

Congress, 90 days

0 / 0

no disclosures naming it

Big money

0 / 15

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Calls on record

nobody we score has called it yet

MKT CAP $5.9MP/E —DIV YIELD —FCF YIELD —REV TTM $1.3M −42.0%NET INCOME −$18.4MNET CASH $3.5M52W 0.31 – 2.82SEC XBRL · TTM TO Invalid Date

How AUID rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

Text kept

31%

of sentences unchanged

Added

319

new sentences

Dropped

375

sentences removed

Length

−2,218

words, now 26,360

New in FY2025

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, using the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on management’s assessment using the above criteria, management concluded that the Company maintained effective internal control over financial reporting as of December 31, 2025. registered public accounting firm regarding internal controls over financial reporting.
Management’s report was not subject to attestation by our independent registered accounting firm in accordance with SEC rules.
Other Information During the quarter ended December 31, 2025, no director or officer adopted or terminated (i) any contract, instruction or written plan for the purchase or sale of securities of the Company intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or (ii) any “non-Rule 10b5-1 trading arrangement” as defined in paragraph (c) of item 408 of Regulation S-K.
Szoke Chief Technology Officer Erick Soto Chief Product Officer Stephen J.
Garchik Director Ken Jisser Director Michael L.
Koehneman* (1)(2) Director Kunal Mehta (3) Director Ram Menghani Director Nicholas Shevelyov Director Shrikrishna Venkataraman (1)(3) Director Jacqueline L.
He rejoined the Company on March 9, 2023 and in April 2023 became the Company’s Chief Technology Officer and was a director from March 2023 until June 2025.
Garchik has been associated with the Company for approximately 10 years as a major investor and supporter and now holder of 10% of the outstanding common stock.
Garchik has since 1997 been President of SJM Partners, a real estate development, design and construction, leasing and management company.
SJM Partners owns over 40 retail, commercial and residential properties.
Garchik serves on the board of several non-profit institutions.
He holds a Bachelor of Science and M.B.A. degree from the Wharton School at the University of Pennsylvania.
Koehneman previously held various positions at PricewaterhouseCoopers LLP, a global accounting firm, through 2020, including the Global Advisory Chief Operating Officer and Human Capital Leader from 2016 through 2019, the U.S.
Menghani has been President of NEC Enterprise Communication Technologies, Inc. since 2020, having joined NEC Corporation of America in 2001, serving in various roles in product management and development.
He has over 30 years of global leadership experience in unified communications, product innovation, and digital transformation.
Menghani’s track record includes forging partnerships with major tech players like Microsoft and Oracle, modernizing legacy systems into cloud-based models, and guiding startups to successful exits.
Shevelyov is a cybersecurity executive with 30 years of experience who served as Chief Security and Privacy Officer and later as Chief Information Officer at Silicon Valley Bank from 2007 to 2021.
He led key initiatives in cybersecurity strategy, cloud transformation, and modern software delivery there.
Nick Shevelyov was an early design partner to industry leaders like Palo Alto Networks, Zscaler, and FireEye.
In 2021, he published “Cyber War…and Peace” and founded and serves as CEO of vCSO.ai, a cybersecurity advisory firm supporting organizations such as Group 42, the Audubon Society, and multiple cybersecurity product companies.
Nick also serves on the Bay Area CSO Council and Cofense boards.
Shevelyov has a Bachelor’s degree in Economics from San Francisco State University and an MBA from University of San Francisco School of Management.
Shrikrishna Venkataraman Krish Venkataraman is a seasoned technology and Wall Street executive with a strong track record of leading IPOs, strategic sales, and large-scale corporate transformations.
Krish represents a new generation of multi-disciplinary executives, having served in roles including President, CFO, COO, CAO, and public/private board member.
Beyond traditional finance responsibilities — treasury, controllership, M&A, and investor relations — he has led sales, HR, IT, legal, and operations teams with a strong focus on IT and cybersecurity governance.
Venkataraman served as President of Daitaku a leading AI firm, from 2023 to April 2025.
Prior to that from 2022 to 2023 he was the Chief Financial Officer of Socure Inc.
Venkataraman served as Co-President and Chief Financial Officer of KnowBe4 Inc (Formerly Nasdaq: KNBE) a global security platform offering human risk management, from 2018 to 2022 and for a subsequent year as a Board member.
Earlier in his career, he held leadership roles at Dealogic Lehman Brothers, NYSE Euronext, American Express, and Deloitte Consulting.
Krish holds a B.S. from Carnegie Mellon University and an MBA from Cornell University’s Johnson Graduate School of Management.
Board & Committees Board meetings during calendar year ended 2025 During 2025, the Board of Directors held eleven meetings as well as committee meetings, as outlined below.
Each director attended all of the meetings of the Board and all of the meetings held by all committees on which such director served, except that three directors each missed one Board meeting which they were not able to attend.
The Board and the Pricing Committees that were formed for the purposes of approval of the funding transactions in April, and May 2025 also approved certain actions by unanimous written consent.
During 2025, the Audit Committee held six meetings.
During 2025, the Compensation Committee held one meeting and also approved certain actions by unanimous written consent.
During 2025, the Governance Committee held one meeting.
Except as set forth below, during the year ended December 31, 2025, there have been no material changes to the procedures by which security holders may recommend nominees to our board of directors.
To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required, during the fiscal year ended December 31, 2025 all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners were complied with, except that three directors filed Form 3 late.
SUMMARY COMPENSATION TABLE Salary Bonus Option Awards Non-Equity Incentive Plan Compensation All Other Compensation Total Name and Title Year ($) ($) ($) ($) ($) ($) Rhoniel Daguro 2025 400,000 - (107,770 ) 225,000 14,000 531,230 CEO (1) 2024 400,000 - - 300,000 13,800 713,800 Edward Sellitto 2025 275,000 54,450 190,035 - 13,200 532,685 CFO (2) 2024 275,000 165,000 - - 9,964 449.964 Erick Soto 2025 325,000 21,450 4,223 - 10,279 360,952 Chief Product Officer (3) 2024 88,750 17,760 571,323 - 1,625 679,458 (1) Mr.

and 279 more.

Gone since FY2024

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024, using the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on management’s assessment using the above criteria, management concluded that the Company maintained effective internal control over financial reporting as of December 31, 2024.
Changes in Internal Control over Financial Reporting During the last fiscal year, there have been no changes except as noted above in our internal control over financial reporting that occurred during our last fiscal year that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Other Information During the quarter ended December 31, 2024, no director or officer adopted or terminated (i) any contract, instruction or written plan for the purchase or sale of securities of the Company intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or (ii) any “non-Rule 10b5-1 trading arrangement” as defined in paragraph (c) of item 408 of Regulation S-K.
Szoke Director, Chief Technology Officer Erick Soto Chief Product Officer Ken Jisser Director Kunal Mehta (3) Director Michael L.
Thompson (1)(2)(3) Director Jacqueline L.
He rejoined the Company as a Director on March 9, 2023 and in April 2023 became the Company’s Chief Technology Officer.
Koehneman previously held various positions at Pricewaterhouse Coopers, a global accounting firm, through 2020, including the Global Advisory Chief Operating Officer and Human Capital Leader from 2016 through 2019, the U.S.
Thompson joined the Company as a Director on March 9, 2023.
He has over 38 years of domestic and international experience in publicly traded and private equity backed consumer and commercial businesses.
Thompson has been a partner at Hemingway Capital, an operationally focused private equity firm.
Previously, he served as Chief Executive Officer for companies in the bedding (Corsicana Mattress from 2018 to 2022), polyurethane foam and pet products industries and was an operating executive for two leading middle-market private equity firms.
Thompson has also held executive positions with Rubbermaid Commercial Products, Merillat Industries, a division of Masco Corporation, and Black+Decker, and began his career with Sunbeam Appliance Company.
Board & Committees Board meetings during calendar year ended 2024 During 2024, the Board of Directors held nine meetings as well as committee meetings, as outlined below.
Each director attended all of the meetings of the Board and all of the meetings held by all committees on which such director served, apart from one Board meeting which one director was not able to attend.
The Board and the Pricing Committee that was formed for the purposes of approval of the funding transaction in June 2024 also approved certain actions by unanimous written consent.
During 2024, the Audit Committee held four meetings.
During 2024, the Compensation Committee held two meetings and also approved certain actions by unanimous written consent.
During 2024, the Governance Committee held one meeting.
Except as set forth below, during the year ended December 31, 2024, there have been no material changes to the procedures by which security holders may recommend nominees to our board of directors.
To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required, during the fiscal year ended December 31, 2024 all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners were complied with, except that one director filed Form 3 late and another director filed two Forms 4 late.
SUMMARY COMPENSATION TABLE Non-Equity All Option Incentive Plan Other Salary Bonus Awards Compensation Compensation Total Name and Title Year ($) ($) ($) ($) ($) ($) Rhoniel Daguro 2024 400,000 - - 300,000 13,800 713,800 CEO (1) 2023 310,769 - 1,185,100 225,000 8,000 1,728,869 Edward Sellitto 2024 275,000 165,000 - - 9,964 449.964 CFO (2) 2023 94,712 57,123 315,303 - 2,188 469,326 Erick Soto 2024 88,750 17,760 571,323 - 1,625 679,458 Chief Product Officer (3) 2023 - - - - - - (1) Mr.
For the period beginning April 1, 2023 and ending March 31, 2025, a bonus amount of $ 75,000 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.
Daguro has earned a bonus of $300,000 in 2024 for non-equity incentive compensation based on Bookings in 2024 and has earned $225,000 in 2023 based on bookings signed in 2023.
The target bonus for the 2024 year is $165,000 and the target bonus for the 2023 year was pro-rated to be $57,123.
The above references to stock option grants should be read with Note 8 of the Notes to Financial Statements – Stockholder’s Equity – Stock Option Issuances.
(See “Executive Agreements” below.) Grant of Plan-Based Awards During the calendar year ended December 31, 2024, the following grants were made to named executive officers: ● The Company granted Mr.
During the calendar year ended December 31, 2023, the following grants were made to named executive officers: ● The Company granted Mr.
Daguro stock options to acquire 490,000 shares of common stock that vest upon the achievement of performance and service conditions.
Sellitto stock options to acquire 50,000 shares of common stock that vest upon the achievement of performance and service conditions.
Sellitto stock options to acquire 7,000 shares of common stock that vest upon the achievement of service conditions over twelve months.
There were no other grants of plan-based awards or common stock options, to other named executive officers during the years ended December 31, 2024, and December 31, 2023.
Outstanding Equity Awards to Executive Officers The following table sets forth information with respect to outstanding equity awards held by our named executive officers as of December 31, 2024.
Plan Awards Number of Number of Number of Securities Securities Securities Underlying Underlying Underlying Unexercised Unexercised Unexercised Option Option Options (#) Options (#) Unearned Exercise Expiration Exercisable Unexercisable Options (#) Price ($) Date (a) (b) (c) (d) (e) (f) Executive Officer Rhon Daguro 229,134 77,741 - 3.18 4/10/33 Rhon Daguro 127,157 55,968 - 5.48 6/28/33 Edward Sellitto 22,208 27,792 - 8.87 8/15/33 Edward Sellitto 7,000 - - 9.25 12/21/33 Erick Soto 8,333 91,667 - 6.94 11/29/34 Option Exercises and Stock Vested Table There have been no option exercises and restricted stock vesting during the year ended December 31, 2024 by any named executive officers Compensation of Directors Cash Option Compensation Awards Total Year ($) ($) ($) Joe Trelin 2024 - - - Former Chairman of the Board 2023 26,500 73,000 99,500 Michael Koehneman 2024 10,000 113,559 123,559 Board Member 2023 37,500 73,000 110,500 Jacqueline White 2024 10,000 113,559 123,559 Board Member 2023 37,500 73,000 110,500 Michael Thompson 2024 8,000 113,559 121,559 Board Member 2023 10,000 42,000 52,000 Ken Jisser 2024 8,000 113,559 121,559 Board Member 2023 10,000 42,000 52,000 Kunal Mehta 2024 6,151 200,968 207,119 Board Member 2023 - - - Philip Kumnick 2024 - - - Former Chairman of the Board, CEO and President 2023 20,000 - 20,000 Philip Broenniman 2024 - - - Former Board Member and President 2023 16,000 - 16,000 Michael Gorriz 2024 - - - Board Member 2023 14,000 - 14,000 Neepa Patel 2024 - - - Board Member 2023 17,500 - 17,500 In August 2024, the Board approved that the compensation policy for non-employee directors be amended as follows: ● That annual cash compensation payable to each non-employee Director of $8,000 (or $10,000 for Committee chairs), paid quarterly; and ● That with respect to the year awards to be made following the 2024 Annual Meeting, each non-employee director be awarded options to purchase shares of Common Stock (“Shares”) equivalent in value to $117,000 for the current year, to be granted following the Annual Meeting (and subject to the stockholder approval of the 2024 Plan).
Thimot’s stock option to acquire 32,813 shares of common stock at an exercise price of $62.40 per share was extended through March 23, 2027.
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.
Szoke has earned a bonus of $120,000 in 2023 for non-equity incentive compensation based on Bookings in 2023.
Annie Pham, the former Chief Financial Officer was hired as Chief Financial Officer on April 25, 2022 and commenced employment on June 20, 2022.
Pham and the Company entered an Offer Letter pursuant to which Ms.
Pham received a signing bonus of $25,000 and earned an annual salary of $275,000 with a bonus target at 40% of the base salary (pro-rated for 2022).

and 335 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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