UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K

 (Mark One)

 ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2023

 TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from to

 Commission file number 001-40747

 authID Inc.

 (Exact name of registrant as specified in its charter)

 Delaware

 46-2069547

 (State or other jurisdiction of

incorporation or organization)

 (I.R.S. Employer

Identification No.)

 1580 North Logan Street, Suite 660, Unit 51767

 Denver, CO 80203

 (Address of principal executive offices)

 Registrant's telephone number, including
area code: 516 - 274-8700

 Title of each class

 Trading Symbol:

 Name of each exchange on which registered

 Common Stock par value $0.0001 per share

 AUID

 The Nasdaq Stock Market, LLC

 Securities registered pursuant to Section 12(g)
of the Exchange Act:

 Common Stock, $.0001 par value per share

 (Title of class)

 Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act Yes No

 Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes No

 Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes No

 Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
 Yes No

 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer"
and "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large Accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 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.

 Indicate by check mark whether the registrant
has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or
issued its audit report. Yes No

 If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements. Yes No

 Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's
executive officers during the relevant recovery period pursuant to §240.10D-1(b). Yes No

 Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 As of June 30, 2023, the last business day of
the Registrant's most recently completed second fiscal quarter, the market value of our common stock held by non-affiliates was
$ 40,795,215 which is based on the average bid and ask price of such common equity, as of the last practical business day of the registrant's
most recently completed second fiscal quarter of $7.12.

 Indicate the number of shares outstanding of each
of the registrant's classes of common stock as of the latest practicable date.

 Class

 Outstanding at March15, 2024

 Common Stock, par value $0.0001

 9,450,220 shares

 Documents incorporated by reference:

 None

 GENERAL INFORMATION

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 1C.

 Cybersecurity

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6.

 Reserved

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 8.

 Financial Statements and Supplementary Data

 Item 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspection

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item 14.

 Principal Accounting Fees and Services

 Item 15.

 Exhibits and Financial Statement Schedules

 SIGNATURES

 i

 FORWARD-LOOKING STATEMENTS

 Certain statements discussed in Item 1 (Business),
Item 1A (Risk Factors), Item 3 (Legal Proceedings), Item 7 (Management's Discussion and Analysis of Financial Condition and Results
of Operations), Item 7A (Quantitative and Qualitative Disclosures About Market Risk) and elsewhere in this Annual Report on Form 10-K
as well as in other materials and oral statements that the Company releases from time to time to the public constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements concerning
management's expectations, strategic objectives, business prospects, anticipated economic performance and financial condition and
other similar matters involve significant known and unknown risks, uncertainties and other important factors that could cause the actual
results, performance or achievements of results to differ materially from any future results, performance or achievements discussed or
implied by such forward-looking statements. Such risks, uncertainties and other important factors are discussed in Item 1A (Risk Factors)
and Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations. In addition, these statements
constitute the Company's cautionary statements under the Private Securities Litigation Reform Act of 1995. It should be understood
that it is not possible to predict or identify all such factors. Consequently, the following should not be considered to be a complete
discussion of all potential risks or uncertainties. The words "anticipate," "estimate," "expect,"
"project," "intend," "believe," "plan," "target," "forecast" and
similar expressions are intended to identify forward-looking statements. Forward-looking statements speak only as of the date of the document
in which they are made. The Company disclaims any obligation or undertaking to provide any updates or revisions to any forward-looking
statement to reflect any change in the Company's expectations or any change in events, conditions or circumstances on which the
forward-looking statement is based. It is advisable, however, to consult any further disclosures the Company makes on related subjects
in its Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the Securities and Exchange Commission.

 Emerging Growth Company Status

 We are an "emerging growth company,"
as defined in the Jumpstart Our Business Startups Act enacted in April 2012, and, for as long as we continue to be an "emerging
growth company," we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies
including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley
Act of 2002, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions
from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute
payments not previously approved. We will remain an "emerging growth company" until the earliest of (i) the last day of the
fiscal year in which we have total annual gross revenues of $1 billion or more; (ii) the last day of the fiscal year following the fifth
anniversary of the date of the first sale of our common equity securities pursuant to an effective registration statement; (iii) the date
on which we have issued more than $1 billion in non-convertible debt during the prior three year period; and (iv) the date on which we
are deemed to be a "large accelerated filer." We may take advantage of the extended transition period until the first to occur
of the date we (i) are no longer an "emerging growth company" or (ii) affirmatively and irrevocably opt out of the extended
transition period. Consequently, our financial statements may not be comparable to companies that comply with public company effective
dates.

 Reverse Stock Split

 On June 26, 2023, the Company filed a Certificate
of Amendment to its Amended and Restated Certificate of Incorporation to effect a one-for-eight (1-for-8 reverse split (the "Reverse
Split") of the shares of the Company's common stock. The Reverse Split became effective on July 7, 2023. As a result of the
Reverse Split, every eight shares of the Company's issued and outstanding common stock automatically converted into one share of
common stock, without any change in the par value per share, and began trading on a post-split basis under the Company's existing
trading symbol, "AUID", when the market opened on July 10, 2023. The Reverse Split uthIDted all holders of common stock uniformly.
In addition, effective as of the Reverse Split, proportionate adjustments were made to all then-outstanding options and warrants with
respect to the number of shares of common stock subject to such options or warrants and the exercise prices thereof, as well as to the
conversion price under the remaining Convertible Notes. The impact of this change in capital structure has been retroactively applied
to all periods presented herein.

 ii

 Item 1. Business

 Overview

 authID Inc. (together with its subsidiaries, the
"Company", "authID", "we" or "our") ensures cyber-savvy enterprises "Know Who's
Behind the Device" TM for every customer or employee login and transaction. Through its easy-to-integrate, patented,
biometric identity platform, authID quickly and accurately verifies a user's identity, eliminating any assumption of 'who'
is behind a device and preventing cybercriminals from taking over accounts. authID combines digital onboarding, biometric passwordless
authentication and account recovery, with a fast, accurate, user-friendly experience – delivering identity verification in 700ms. Establishing
a biometric root of trust for each user that is bound to their accounts, or provisioned devices, authID stops fraud at onboarding,
eliminates password risks and costs, and provides the faster, frictionless, and more accurate user identity experience demanded
by operators of today's digital ecosystems.

 Our Platform

 Our
Verified TM cloud-based platform was developed with internally developed software as well as acquired and licensed technology
and provides the following core services:

 Biometric
Identity Verification

 Biometric
Identity Authentication

 Account
/ Access Recovery

 FIDO
Passkey binding

 Biometric
Identity Verification

 Biometric
identity verification establishes the trusted identity of a user based on a variety of ground truth sources, including government-issued
identity documents such as national IDs, driver's licenses and passports or electronic machine-readable travel documents (or eMRTDs).
Our Verified TM platform detects presentation attack and spoofing threats, evaluates the authenticity of security fe atures
present on a government-issued identity document, and biometrically matches the reference picture of the document with a live user's
selfie (a photograph that the user has taken of themselves). Usually occurring at account opening or onboarding, identity verification
ensures that the enterprise knows that the person interacting with the enterprise is who they say they are, in real time. authID's
Proof TM identity verification product eliminates the need for costly and less accurate face-to-face, in-person ID checks and
instead provides a verified identity in seconds. In a digital, online world of increasing fraud and security threats, Proof speeds up
onboarding and offers our customers confidence in the identities of consumers, employees or third-party vendors.

 Biometric Identity Authentication

 Biometric identity authentication provides any
organization with a secure, convenient solution to validate that an individual is the verified account owner for various purposes including
passwordless login and performing specific transactions, or functions. The authID Verified product allows users to confirm their identity
with their facial biometric by simply taking a selfie on a mobile phone or device of their choosing (as opposed to dedicated hardware).
The solution includes a patented audit trail created for each transaction, containing the digitally signed transaction details, with proof
of identity authentication and consent.

 Account Access and Recovery

 authID's Verified biometric identity authentication
solution allows users to recover, via a facial biometric, account access that is lost or blocked due to expired credentials, lockouts,
lost or stolen devices, or compromised accounts. Because the account owner's root of trust is established in the cloud, recovery
is independent of any device or hardware. In this way, account recovery is instant, portable, and does not require the presence of or
access to a previously provisioned device in order to secure access from a different device.

 FIDO Passkey Binding

 FIDO Passkey Binding enables enterprises and their
users to bind biometrically verified user identities to FIDO2 passkeys, enabling strong authentication for device-based passwordless login
and transaction authentication that is tied to a trusted identity. This solution establishes a digital chain of trust between biometrically
verified individuals, their accounts, and their devices, thus eliminating passwords and protecting users and systems against fraud attacks.

 Key Customer Benefits

 Our solution a llows
our enterprise customers to:

 Verify
 and Authenticate users. Customers can use the authID platform not only to verify the
 identity of new users, but also to authenticate those users seamlessly on an ongoing basis
 to enable quick, secure logins and transaction authentications.

 Benefit
 from high-speed processing. Our solution returns a very low-latency response, key to
 enabling high-volume use cases (such as logins and high-value transactions) and providing
 a frictionless user experience.

 Precisely
 and accurately identify their consumers and employees, giving the enterprise complete confidence
 in who is accessing their digital assets.

 Provide
 a seamless user experience in terms of speed and self-guided flow, so that even users who
 are not tech-savvy are easily able to complete the identity verification and authentication
 processes.

 Support
 a wide variety of devices. Our cloud-based service is device agnostic and may be used
 to verify or authenticate users on any device with a camera, including shared devices, digital
 kiosks, etc.

 Integrate
 quickly and easily. We offer pre-integrated OIDC connections as well as integrations
 with several leading Identity and Access Management solutions.

 Offer
 broad identity document coverage. We can verify identities using a wide spectrum of government-issued
 documents from around the world.

 Discontinued
Operations

 On May 4, 2022, the Board of Directors of authID
(the "Board" or the "Board of Directors") approved a plan to exit from certain non-core activities comprising
the MultiPay correspondent bank payments services in Colombia and the Cards Plus cards manufacturing and printing business in South Africa
("Cards Plus business"). On August 29, 2022 the Company executed and completed the sale of the Cards Plus business. On June
30, 2023, the Company completed the sale of its legacy payments software by MultiPay. As of December 31, 2022, MultiPay S.A.S., and IDGS
S.A.S assets are presented as assets held for sale on the Company's Consolidated Balance Sheets and their operations together with
those of Cards Plus Pty Ltd., presented as discontinued operations in the Consolidated Statements of Operations during the years ended
December 31, 2023 and 2022, as they met the criteria for discontinued operations under applicable accounting guidance.

 Corporate Information

 The Company was incorporated in the State of Delaware
on September 21, 2011, and changed our name from Ipsidy Inc. to authID Inc. on July 18, 2022. Our corporate headquarters is located at
1580 North Logan Street, Suite 660, Unit 51767, Denver, CO 80203 and our main phone number is (516) 274-8700. Our website address is www.authid.ai.
The information contained on, or that can be accessed through, our website is not incorporated by reference into this Form 10-K and you
should not consider information on our website to be part of this Form 10-K.

 Global Market Opportunity

 The momentum towards a digital economy in recent
years, accompanied by a massive growth in cyberattacks, fraud, and account takeovers are driving the demand for more streamlined and more
secure identity verification and authentication. The World Economic Forum estimates digitally enabled platform business models will drive
70% of new economic value created over the next ten years. Yet vast amounts of data have been compromised, and ransomware attacks have
cost businesses hundreds of millions in remediation costs, lost revenue and brand equity. MGM Resorts estimated that the cyber-attack
reported in September 2023, cost them over $100 million alone. Passwords and device authentication alone no longer provide the security
needed to fight today's rampant cyber-attacks and account takeover schemes.

 According to Statista, approximately 480,000 incidents
of cyberattacks were reported in the United States in 2022, nearly a 100% increase since 2016. In the 2023 Verizon Data Breach Investigation
Report, 83% of 4,000 data breaches studied involved external actors, while 74% of all breaches were attributed to some form of social
engineering, stolen credentials, or human error. Verizon also found that Business Email Compromise (BEC) attacks now represent more than
50% of social engineering incidents, having almost doubled in recent years. Further it is predicted that Artificial Intelligence (AI)
will almost certainly increase the volume and heighten the impact of cyberattacks over the next two years (NCSC Assessment, Jan 1, 2024).

 Financial services, ecommerce, the sharing economy,
and healthcare businesses, among other industry verticals, are confronted by the challenges of identifying their customers, patients and
beneficiaries with ease and certainty in the digital world. Organizations across all sectors need to control access to their data and
applications by their employees. Governments around the world are enacting new data privacy regulations and pushing for stronger authentication
methods in commerce, which impose a "call to action" for many of these entities.

 These factors have created a hyper-growth market for the identity verification
and authentication industry as well as increased buyer demand for integrated identity platforms that can provide a range of identity solutions
to address the full authentication lifecycle of the user journey. The demand for Integrated Identity Platforms is estimated to reach a
market size of $48 billion in 2023, increasing at a 24.6% CAGR to reach almost $116 billion by 2027 (Forbes Tech Council, June 6, 2023).

 Growth Strategy

 We orient our bus iness
strategy and invest for future growth by focusing on the following key priorities:

 Drive
 new customer growth. We intend to continue to build our customer base with a focus
 on key markets and verticals with the strongest need for high-assurance identity verification
 and authentication, including highly regulated sectors and organizations with high-risk transactions.
 This entails targeting less complex, less resource-intensive opportunities, as well as larger,
 higher revenue-generating brands. We concentrate on enhancing, or complementing legacy platforms
 as a top-of-funnel, high-assurance provider where appropriate.

 Accelerate
 onboarding and usage within our customer base. As we continue to acquire meaningful
 contracts, we intend to invest in bringing customers live on our platform quickly, ensuring
 that they realize the benefits of our platform and ramp up their usage, while speeding up
 time to revenue.

 Strategically
 develop our partner network. There are major cybersecurity and identity organizations
 with which we can partner to expand our customer reach quickly and efficiently. We are identifying
 and pursuing strategic reseller and similar partner opportunities to complement our direct
 sales team.

 Innovate
 and advance our platform. We intend to continue to invest in research and development
 and hiring top technical talent to meet the identity proofing and authentication needs of
 our existing and prospective customers, as well as support new use cases, diversify our product
 offerings, and continually improve our key differentiators of speed, accuracy, and user experience.

 Select Acquisitions. As we have done in the past, we intend to selectively pursue acquisitions that will help us achieve our strategic goals, enhance our technology capabilities and accelerate growth. We believe pursuing these types of acquisitions will increase our ability to work with existing customers, add new customers, enter new markets, develop new services and enhance our processing platform capabilities. However, we have no commitments with respect to any such acquisitions at this time.

 Sales
and Marketing

provides its Verifi ed platform based on a subscription and usage-based model, with fees per transaction, enrolled or active users.

 We sell our platform primarily through our direct
sales team, which consists of inside sales and field sales professionals based in the United States. To power our efforts, we have built
a team of subject matter experts in the identity space, and applied a regimented sales execution strategy, allowing us to win against
competitors with comparable products but a sub-optimal approach to the market. In the last six months of 2023, our new leadership team
significantly expanded our sales force and technical sales support. We also use a premier lead generation service and digital marketing
in order to carefully target potential customers and provide qualified leads for our sales representatives to develop.

 We also work with channel partners, such as banking
infrastructure or cybersecurity providers who provide our services to their customers through reseller arrangements and allow us to broaden
our customer reach.

 Competition

 The market for our ser vice
offerings is highly competitive and rapidly evolving. We face competition from a broad range of providers with solutions across the identity
management lifecycle, including:

 Vendors
 providing identity verification or proofing through both biometric and non-biometric solutions
 (such as data-based verification using identity proxies, such as DMV records and addresses),
 both on-premise and cloud-based.

 Vendors
 of passwordless identity authentication using device-based and cloud-based biometrics.

 Larger
 companies providing identity and access management platforms, adding identity authentication
 services to their offering at low/no cost.

 New
 entrants seeking to develop and market competing technologies.

 It
is also possible that, as the digital identity market continues to grow and evolve, larger companies with significant resources may increase
their presence in the market and develop competing solutions through internal efforts or partnerships with existing players.

 Due
to our ability to serve bot h identity verification and authentication needs, as well as the tendency for enterprises to acquire
multiple digital identity solutions, we can and often do co-exist with competing products within our customer base.

 Research and Development

 Our research and development team is responsible for the design, development,
testing and quality of our platform as well as any new technologies, features, integrations and improvements. The team includes specialists
in software engineering, user experience, quality assurance, product management, infrastructure, and technical writing. Our employees
are located primarily in the United States, with additional sub-contractors based in Europe, India and the Caribbean. We intend to continue
to invest in our technology to strengthen and expand our platform to stay ahead of our competition and meet the evolving needs of our
current and prospective customers.

 Intellectual Property

 We rely on a combination of patents, trademarks, copyrights, trade
secrets and contractual provisions to protect our proprietary technology. For example, we enter into confidentiality and invention assignment
agreements with our employees, consultants and other third parties, and control access to software, services, documentation and other
proprietary information. We believe the duration of our patents is adequate relative to the expected lives of our service offerings. We
also purchase or license technology that we incorporate into our products or services. While it may be necessary in the future to seek
or renew licenses relating to various aspects of our products, we believe, based upon past experience and industry practice, such licenses
generally could be obtained on commercially reasonable terms.

 Governmental Regulations

 Due to the security applications and biometric
technology associated with the Company's products and platforms, the activities and operations of the Company are subject to license
restrictions and other regulations, such as (without limitation) export controls and other security regulation by government agencies.
Expansion of the Company's activities in areas such as financial services may require government licensing in different jurisdictions
and may subject it to additional regulation and oversight.

 Data protection legislation in various countries
in which the Company does business may require it to register its databases with governmental authorities in those countries and to comply
with additional disclosure and consent requirements with regard to the collection, storage and use of personal information of individuals
resident in those countries. Several US states have adopted or are considering adopting a Biometric Information Privacy Act, or BIPA modelled
on the Illinois statute, which governs the collection, processing, storage and distribution of biometric information such as facial biometric
templates and fingerprints. Several of these new statutes give individuals rights of action to sue violators, which have resulted in several
class action lawsuits. These regulations could have a significant impact on our business.

 Human Capital

 As
of December 31, 2023, the Company had a total of approximately 22 employees who are located in the United States and Colombia as well
as outsourced service providers. There are 17 employees in the United States who provide overall Company strategic, business and technological
leadership. Employees in the U.S. receive health benefits on a cost-sharing basis and employees in Colombia are provided the respective
Government required benefits.

 Subsidiaries

 Currently, the Company has four U.S. subsidiaries:
Innovation in Motion Inc., Fin Holdings, Inc., ID Solutions Inc. and authID Gaming Inc. The Company has one subsidiary in Colombia: MultiPay
S.A.S. The Company has one subsidiary in the United Kingdom: Ipsidy Enterprises Limited. The Company is the sole shareholder of all its
subsidiaries.

 Available Information

 Our Form 10-K, Quarterly Reports on Form 10-Q,
Current Reports on Form 8-K, and any amendment to these reports are filed with the SEC. Such reports and other information filed by us
with the SEC are available free of charge on our website at investors.authid.ai as soon as reasonably practicable after we
electronically file such material with, or furnish it to, the SEC. The SEC maintains an internet site that contains reports, proxy and
information statements and other information regarding issuers that file electronically with the SEC at www.sec.gov. The information
contained on the websites referenced in this Form 10-K is not incorporated by reference into this filing.

 Recent Developments

 On February 15, 2024, Mr. Joe Trelin tendered
his resignation as Chairman and a Director of the Company, effective immediately. On February 20, 2024, the board of directors of the
Company (the "Board") accepted his resignation and agreed to vest the unvested portion of an option granted to Mr. Trelin
June 28, 2023, amounting to 6,511 shares. The Company is currently in discussions with one or more candidates to be appointed as an additional
Independent Director, but no agreement has been reached regarding such appointment at this time. On February 20, 2024, the Board appointed
Michael Thompson to the Audit Committee in compliance with Rule 5605(c)(2)(A) of the Nasdaq Rules. See "Subsequent Events"
for further information.

 Item 1A. Risk Factors

 Summary of Risk Factors The following summarizes
the principal factors that make an investment in our company speculative or r isky,
all of which are more fully described in the Risk Factors section below. This summary should be read in conjunction with the Risk Factors
section and should not be relied upon as an exhaustive summary of the material risks facing our business. The following factors could
result in harm to our business, reputation, revenue, financial results, and prospects, among other impacts:

 We
 have a history of losses and we may not be able to achieve profitability going forward.

 We
 have yet to achieve positive cash flow and, given our projected funding needs, our ability
 to generate positive cash flow is uncertain.

 Our
 limited operating history makes it difficult for us to evaluate our future business prospects
 and make decisions based on those estimates of our future performance.

 There
 can be no assurance that we will successfully commercialize our products that are currently
 in development or that our existing products will sustain market acceptance.

 We
 depend upon key personnel and need additional personnel.

 Acquisitions present many risks that could have a material adverse effect on our business and results of operations.

 The
 market for our products is characterized by changing technology, requirements, standards
 and products, and we may be adversely affected if we do not respond promptly and effectively
 to these changes.

 If
 our technology and solutions are not adopted and used by customer organizations, we will
 not be able to grow our business and our operations will be negatively affected.

 We
 have in the past entered into and may seek in the future to enter into contracts with governments,
 as well as state and local governmental agencies and municipalities, which subjects us to
 certain risks associated with such types of contracts.

 We
 may have to seek business through a competitive bidding process.

 We
 rely in part on third-party software to develop and provide our solutions.

 We
 have historically depended upon a small number of large system sales ranging up to $1,500,000
 and we may fail to achieve one or more large sales in the future, or fail to successfully
 transition to new products generating recurring revenues.

 Our
 efforts to expand our international operations are subject to a number of risks, any of which
 could adversely reduce our future international sales and increase our losses.

 We
 are exposed to risks in operating in foreign markets, which may make operating in those markets
 difficult and thereby force us to curtail our business operations.

 Cyber-attacks,
 breaches of network or information technology security, presentation attacks, natural disasters,
 pandemics, or terrorist attacks could have an adverse effect on our business.

 The
 War in Ukraine and the Middle East may impact the business of the Company, the markets in
 which it operates and the financial markets, in which the Company needs to raise capital.

 Interruptions,
 delays in service or defects in our systems could impair the delivery of our services and
 harm our business.

 Third
 parties could obtain access to our proprietary information or could independently develop
 similar technologies.

 Third
 parties may assert that we are infringing their intellectual property rights; IP litigation
 could require us to incur substantial costs even when our efforts are successful.

 Our
 officers, directors and holders of 5% of outstanding shares together beneficially own a significant
 portion of our Common Stock and, as a result, can exercise control over stockholder and corporate
 actions.

 We
 face competition. Some of our competitors have greater financial or other resources, longer
 operating histories and greater name recognition than we do and one or more of these competitors
 could use their greater resources and/or name recognition to gain market share at our expense
 or could make it very difficult for us to establish market share.

 Government
 regulation could negatively impact the business.

 Our
 business is subject to changing regulations regarding corporate governance, disclosure controls,
 internal control over financial reporting and other compliance areas that will increase both
 our costs and the risk of noncompliance. If we fail to comply with these regulations, we
 could face difficulties in preparing and filing timely and accurate financial reports.

 Our
 amended and restated bylaws designate certain courts as the sole and exclusive forum for
 certain types of actions and proceedings that may be initiated by our stockholders, which
 could limit our stockholders' ability to obtain a favorable judicial forum for disputes
 with us or our directors, officers, or employees.

 We
 are an "emerging growth company" and we cannot be certain if the reduced disclosure
 requirements applicable to "emerging growth companies" will make our Common Stock
 less attractive to investors.

 There
 can be no assurance that we will be able to comply with the continued listing standards of
 the Nasdaq Capital Market. Our failure to meet the continued listing requirements of the
 Nasdaq Capital Market could result in a de-listing of our Common Stock.

 Sales
 of a substantial number of shares of our Common Stock in the public market by our existing
 stockholders could cause our share price to fall.

 We
 may be subject to securities litigation, which is expensive and could divert management attention.

 If
 securities or industry analysts do not publish or cease publishing research or reports about
 us, our business or our market, or if they adversely change their recommendations or publish
 negative reports regarding our business or our Common Stock, our stock price and trading
 volume could decline.

 The
 market price of our common stock has been volatile and your investment in our stock could
 suffer a decline in value.

 We
 do not anticipate paying any cash dividends in the foreseeable future.

 We
have a history of losses and we may not be able to achieve profitability going forward.

 We
have an accumulated deficit of approximately $159.5 million as of December 31, 2023 and incurred an operating loss of approximately $19.4
million for the year ended December 31, 2023. We have had net losses in most of our quarters since our inception. We expect that we will
continue to incur net losses in 2024. We may incur losses in the future for a number of reasons, including the other risks described
in this report, and we may encounter unforeseen expenses, difficulties, complications, delays and other unknown events. Accordingly,
we may not be able to achieve or maintain profitability. Our management is developing plans and executing certain programs to alleviate
the negative trends and conditions described above, however there is no guarantee that suc h plans will be successfully implemented.
Our ability to curtail our operating losses or generate a profit may be further impacted by the fact that our business plan is largely
unproven. There is no assurance that even if we successfully implement our business plan, that we will be able to curtail our losses.
If we incur significant additional operating losses, our stock price may decline, perhaps significantly and the Company will need to
raise substantial additional capital in order to be able to continue to operate, which will dilute the existing stockholders and such
dilution may be significant. Additional capital may not be available on terms acceptable to the Company, or at all.

 We have yet to achieve positive cash flow and, given our projected
funding needs, our ability to generate positive cash flow is uncertain.

 We
have had negative cash flow from operating activities of approximately $8.4 million and approximately $12.8 million for the years ended
December 31, 2023 and 2022, respectively. We anticipate that we will continue to have negative cash flows from operating activities through
March 31, 2025 as we expect to incur increased research and development, sales and marketing, and general and administrative expenses.
Our business will require significant amounts of working capital to support our growth, particularly as we seek to introduce our new offered
products. An inability to generate positive cash flow from operations may adversely affect our ability to raise needed capital for our
business on reasonable terms, if at all. It may also diminish supplier or customer willingness to enter into transactions with us, and
have other adverse effects that may impact our long-term viability. There can be no assurance we will achieve positive cash flows in the
foreseeable future.

 We need access to additional financing, which
may not be available to us on acceptable terms, or at all. If we cannot access additional financing when we need it and on acceptable
terms, our business, prospects, financial condition, operating results and ability to continue as a going concern will be adversely affected.
As a result of these factors, there is substantial doubt about the Company's ability to continue as a going concern.

 Our growth-oriented business plan to offer products
to our customers will require continued capital investment. Our research and development activities will also require continued investment.
We raised approximately $15.4 million and $9.6 million net proceeds after expenses in 2023 and 2022, respectively, through equity and
debt financing at varying terms.

 Our limited operating history makes it difficult
for us to evaluate our future business prospects and make decisions based on those estimates of our future performance.

 We have a limited operating history and have generated
limited revenue. As we look to further expand our existing products it is difficult, if not impossible, to forecast our future results
based upon our historical data. Because of the uncertainties related to our lack of historical operations, we may be hindered in our ability
to anticipate and timely adapt to increases or decreases in revenues or expenses. If we make poor budgetary decisions as a result of unreliable
historical data, we could be less profitable or incur additional losses, which may result in a decline in our stock price.

 There can be no assurance that we will successfully
commercialize our products that are currently in development or that our existing products will sustain market acceptance.

 There is no assurance that we will ever successfully
commercialize our platform and related solutions or that we will experience market reception for our products in development or increased
market reception for our existing products. There is no guarantee that we will be able to successfully implement our new products utilizing
the acquired and internally developed technology, products, and customer base. There is no assurance that our existing products or solutions
will achieve market acceptance or that our new products or solutions will achieve market acceptance. Further, there can be no guarantee
that we will not lose business to our existing or potential new competitors.

 We depend upon key personnel and need additional
personnel.

 On March 23, 2023, Rhon Daguro was appointed as
our Chief Executive Officer. Our success depends on the continued services of Mr. Daguro and of certain other members of the current management
team. Our executive team is incentivized by stock compensation grants that align the interests of investors with the executive team and
certain executives have employment retention agreements. The loss of key management, engineering employees or third- party contractors
could have a material and adverse effect on our business operations. Additionally, the success of our operations will largely depend upon
our ability to successfully attract and maintain competent and qualified key management personnel. As with any company with limited resources,
there can be no guarantee that we will be able to attract such individuals or that the presence of such individuals will necessarily translate
into profitability for our company. If we are successful in attracting and retaining such individuals, it is likely that our payroll costs
and related expenses will increase significantly and that there will be additional dilution to existing stockholders as a result of equity
incentives that may need to be issued to such management personnel. Our inability to attract and retain key personnel may materially and
adversely affect our business operations. Any failure by our management to effectively anticipate, implement, and manage personnel required
to sustain our growth would have a material adverse effect on our business, financial condition, and results of operations.

 Acquisitions present many risks that could
have a material adverse effect on our business and results of operations.

 In the past we have closed acquisitions of various
companies. We may also pursue select acquisitions in the future. The success of our future growth strategy will depend on our ability
to integrate our existing operations, together with any future acquisition of which none are planned at this date. Integrating the operations
of our existing business with any future acquisitions, including anticipated cost savings and additional revenue opportunities, involves
a number of challenges. The failure to meet these integration challenges could seriously harm our results of operations and the market
price of our shares may decline as a result. Realizing the benefits of any future acquisition will depend in part on the integration of
intellectual property, products, operations, personnel and sales force and the completion of assignments of current and past contracts
and rights. These integration activities are complex and time-consuming, and we may encounter unexpected difficulties or incur unexpected
costs. We may not successfully integrate our existing and acquired operations, and may not realize the anticipated net reductions in costs
and expenses and other benefits and synergies of the acquisition to the extent, or in the timeframe, anticipated. In addition to the integration
risks, we could face numerous other risks, including, but not limited to, the following:

 diversion of our management's attention from normal daily operations of our business;

 our inability to maintain the key business relationships and the reputations of the businesses we acquire;

 dilution to stockholders resulting from any acquisitions, which are paid for with Company securities;

 increased costs related to acquired operations and continuing support and development of acquired products;

 our responsibility for the liabilities of the businesses we acquire;

 changes in how we are required to account for our acquisitions under accounting principles generally accepted
in U.S.;

 our inability to apply and maintain our internal standards, controls, procedures and policies to acquired
businesses; and

 potential loss of key employees of the companies we acquire.

 The occurrence of any of these risks could have
a material adverse effect on our business, results of operations, financial condition or cash flows, particularly in the case of a larger
acquisition, or concurrent acquisitions.

 The market for our products is characterized
by changing technology, requirements, standards and products, and we may be adversely affected if we do not respond promptly and effectively
to these changes.

 The market for our verified products is characterized
by evolving technologies, changing industry standards, changing political and regulatory environments, frequent new product introductions
and rapid changes in customer requirements. The introduction of products embodying new technologies and the emergence of new industry
standards and practices can render existing products obsolete and unmarketable. In addition cyber attack attempts are increasing in number,
magnitude, and technical sophistication, and we expect emerging technologies to contribute to the increasing sophistication of attacks
and to lead to new threats. For example, threat actors may leverage emerging artificial intelligence (or, AI) technologies to develop
new hacking tools and attack vectors, generate deep fake images, exploit vulnerabilities, obscure their activities, and increase the difficulty
of threat attribution. Our future success will depend on our ability to enhance our existing products and to develop, or acquire and introduce,
on a timely and cost-effective basis, new products and product features that counter these new threats, keep pace with technological developments
and emerging industry standards and address the increasingly sophisticated needs of our customers. In the future:

 we
 may not be successful in developing and marketing new products or product features that respond
 to new AI driven cyberattacks, technological change or evolving industry standards;

 we
 may experience difficulties that could delay or prevent the successful development, or acquisition, introduction
 and marketing of these new products and features; or

 our
 new products and product features may not adequately meet the requirements of the marketplace
 and achieve market acceptance.

 If
we are unable to respond promptly and effectively to new cybersecurity threats and attacks, changing technologies and market
requirements, we will be unable to compete effectively in the future.

 There
can be no assurance that we will successfully identify new product opportunities and develop and bring new products to market in a timely
manner, or that the products and technologies developed by others will not render our products or technologies obsolete or noncompetitive.
The failure of our new product development efforts could have a material adverse effect on our business, results of operations
and future growth.

 If our technology and solutions are not adopted
and used by customer organizations, we will not be able to grow our business and our operations will be negatively affected.

 Our ability to grow depends significantly on whether
organizations of various types and sizes adopt our technology and solutions as part of their new standards. If these organizations do
not adopt our technology, we may not be able to penetrate some of the new markets we are targeting, or we may lose some of our existing
customer base.

 In order for us to achieve our growth objectives,
our identity verification and authentication technologies and solutions must be adapted to and adopted in a variety of areas including,
among others, computer and online systems access control, and identity verification for transaction authentication purposes.

 We
cannot accurately predict the future growth rate, if any, or the ultimate size of these markets. The growth of the market for our products
and services depends on a number of factors such as the cost, performance and reliability of our products and services compared to the
products and services of our competitors, customer perception of the benefits of our products and solutions, public perception of the
intrusiveness of these solutions and the manner in which organizations use the information collected, customer satisfaction with our products
and services and marketing efforts and publicity for our products and services. Our products and services may not adequately address market
requirements and may not gain wide market acceptance. If our solutions or our products and services do not gain wide market acceptance,
our business and our financial results will suffer.

 We have in the past entered into and may seek
in the future to enter into contracts with governments, as well as state and local governmental agencies and municipalities, which subjects
us to certain risks associated with such types of contracts.

 Most contracts with governments or with state
or local agencies or municipalities, or Governmental Contracts, are awarded through a competitive bidding process, and some of the business
that we expect to seek in the future will likely be subject to a competitive bidding process (See "We may have to seek business
through a competitive bidding process" below).

 We may not be afforded the opportunity in the
future to bid on contracts that are held by other companies and are scheduled to expire, if the governments, or the applicable state or
local agency or municipality determines to extend the existing contract. If we are unable to win new contract awards or retain those contracts,
if any, that we are awarded over any extended period, our business, prospects, financial condition and results of operations will be adversely
affected.

 In addition, Governmental Contracts subject us
to risks associated with public budgetary restrictions and uncertainties, actual contracts that are less than awarded contract amounts,
the requirement for posting a performance bond and the related cost and cancellation at any time at the option of the governmental agency.
Any failure to comply with the terms of any Governmental Contracts could result in substantial civil and criminal fines and penalties,
as well as suspension from future contracts for a significant period of time, any of which could adversely affect our business by requiring
us to pay significant fines and penalties or prevent us from earning revenues from Governmental Contracts during the suspension period.
Cancellation of any one of our major Governmental Contracts could have a material adverse effect on our financial condition.

 Additionally, we are subject to the U.S. Foreign
Corrupt Practices Act, or the FCPA, and other laws in the United States and elsewhere that prohibit improper payments or offers of payments
to United States', or foreign governments and their officials and political parties for the purpose of obtaining or retaining business.
Our activities in the United States and elsewhere create the risk of unauthorized payments or offers of payments by one of our employees,
contractors or customers that could be in violation of various laws, including the FCPA, even though these parties are not always subject
to our control. We have implemented safeguards to discourage these practices by our employees, consultants and customers. However, our
existing safeguards and any future improvements may prove to be less than effective, and our employees, contractors or customers may engage
in conduct for which we might be held responsible. Violations of the FCPA or similar laws may result in severe criminal or civil sanctions
and we may be subject to other liabilities, which could adversely affect our business, financial condition and results of operations.

 Governments may be in a position to obtain greater
rights with respect to our intellectual property than we would grant to other entities. Governmental agencies also have the power, based
on financial difficulties or investigations of their contractors, to deem contractors unsuitable for new contract awards. Because we will
engage in the government contracting business, we will be subject to additional regulatory and legal compliance requirements, as well
as audits, and may be subject to investigation, by governmental entities. Compliance with such additional regulatory requirements are
likely to result in additional operational costs in performing such Governmental Contracts which may impact our profitability. Failure
to comply with the terms of any Governmental Contract could result in substantial civil and criminal fines and penalties, as well as suspension
from future contracts for a significant period of time, any of which could adversely affect our business by requiring us to pay the fines
and penalties and prohibiting us from earning revenues from Governmental Contracts during the suspension period.

 Furthermore, governmental programs can experience
delays or cancellation of funding and suspension of appropriations has occurred, for example the partial United States government shutdown
in 2018/19, which can be unpredictable; this may make it difficult to forecast our revenues on a quarter-by-quarter basis.

 We may have to seek business through a competitive bidding process.

 Competi tive
bidding, whether for contracts with governments or with private enterprises, presents a number of risks, including:

 the
 frequent need to compete against companies or teams of companies with more financial and
 marketing resources and more experience than we have in bidding on and performing major contracts;

 the
 substantial cost and managerial time and effort necessary to prepare bids and proposals for
 contracts that may not be awarded to us;

 the
 need to accurately estimate the resources and cost structure that will be required to service
 any fixed-price contract that we are awarded; and

 the
 expense and delay that may arise if our competitors protest or challenge new contract awards
 made to us pursuant to competitive bidding or subsequent contract modifications, and the
 risk that any of these protests or challenges could result in the resubmission of bids on
 modified specifications, or in termination, reduction or modification of the awarded contract.

 If
we are unable to win particular contracts that are awarded through the competitive bidding process, we will incur expenses associated
 with such competitive bidding and may not be able to operate in the market for the products and services that are provided under
those contracts for a number of years.

 We rely in part on third-party software to develop and provide our
solutions.

 We rely in part on software licensed from third
parties to develop and offer some of our solutions. Any loss of the right to use any such software or other intellectual property required
for the development and maintenance of our solutions, or any defects or other issues with such software could result in problems or delays
in the provision of our solutions until equivalent technology is either developed by us, or, if available from others, is identified,
obtained, and integrated, which could harm our business.

 We have historically depended upon a small
number of large system sales ranging up to $1,500,000 and we may fail to successfully transition to new products generating recurring
revenues.

 Historically, we have derived a substantial portion
of our revenues from a small number of sales of large, relatively expensive systems, typically ranging in price up to $1,500,000. We have
changed the product set of the business to eliminate system sales and have developed a new range of software as a service (SaaS) based
products and solutions, which are in a lower price range and intended to generate recurring revenue from a large number of customers.
We have invested heavily in developing and launching such products but there is no guarantee that such efforts will be successful and
that a satisfactory return on such investment will be achieved. We are still endeavoring to enter into multi-year contracts for our new
products with minimum commitments ranging in price from $50,000 to $1,800,000 and we may, or may not, be successful in achieving such
sales. Accordingly, our quarterly results are difficult to predict because we cannot predict in which quarter, if any, substantial sales
(whether measured in commitment volumes, or number of contracts) will occur in a given year, nor when (if at all), or at what rate the
ramp in sales of new products will occur. As a result, we believe that quarter-to-quarter comparisons of our sales are not a good indication
of our future performance. In some future quarters, our sales may be below the expectations of securities analysts and investors, in which
case the market price of our Common Stock may decrease significantly.

 Our efforts to expand our international operations are subject to
a number of risks, any of which could adversely reduce our future international sales and increase our losses.

 Most of our revenues historically to date are
attributable to sales and business operations in jurisdictions other than the United States. Alth ough
we are now focusing our efforts in generating more United States based revenues, we continue to pursue international sales, in particular
in Europe. Our international operations could be subject to a number of risks, any of which could adversely affect our future international
sales and operating results, including:

 trade
 restrictions;

 export
 duties and tariffs;

 export
 regulations or restrictions including sanctions;

 local
 Data Privacy and other regulations

 uncertain
 political, regulatory and economic developments;

 labor
 and social unrest;

 inability
 to protect our intellectual property rights;

 highly
 aggressive competitors;

 currency
 issues, including currency exchange risk;

 difficulties
 in staffing, managing and supporting foreign operations;

 longer
 payment cycles;

 increased
 collection risks; and

 impact
 of the Coronavirus or other pandemics;

 impact
 of wars and terrorism

 Negative
developments in any of these areas in one or more countries could result in a reduction in demand for our products, the cancellation
or delay of orders already placed, difficulty in collecting receivables, and a higher cost of doing business, any of which could adversely
affect ou r business, results of operations or financial condition.

 We are exposed to risks in operating in foreign markets, which may
make operating in those markets difficult and thereby force us to curtail our business operations.

 In conducting our business in foreign countries,
we are subject to political, economic, legal, operational and other risks that are inherent in operating in other countries. Risks inherent
to operating in other countries range from difficulties in settling transactions in emerging markets to possible nationalization, expropriation,
price controls and other restrictive governmental actions. We also face the risk that exchange controls or similar restrictions imposed
by foreign governmental authorities may restrict our ability to convert local currency received or held by us in their countries into
U.S. dollars or other currencies, or to take those dollars or other currencies out of those countries.

 It
is possible that countries in which we do or intend to do business, or companies and their principals become subject to sanctions under
U.S. law. This would prevent us from doing business with those countries or with those entities or individuals. We could be exposed to
fines and penalties in the event of breach any applicable sanctions legislation or orders. In addition, we might be required to suspend
or terminate existing contracts in order to comply with such sanctions legislation or orders, which would adversely impact our future
revenues and cash flows.

 Cyber-attacks, breaches of network or information
technology security, presentation attacks, natural disasters, pandemics or terrorist attacks could have an adverse effect on our business.

 Cyber-attacks or other breaches of network or
information technology (IT) security, natural disasters, pandemics such as Covid-19, terrorist acts or acts of war may cause equipment
failures or disrupt our systems and operations. We may be subject to attempts to breach the security of our networks and IT infrastructure
through cyber-attack, presentation attacks to biometric data capture systems, including deep fakes and other threats developed by use
of AI driven technologies, malware, computer viruses and other means of unauthorized access. While we regularly review our security policies,
protocols, controls and systems to determine their effectiveness for detection and prevention of such attacks, and to make improvements
and fix any known vulnerabilities where necessary, new means and methods for such attacks are constantly being developed by bad actors,
facilitated by the easy access to generative AI and we may not become aware of such new attacks or vulnerabilities prior to being subject
to such an attack. There is no guarantee that we can prevent all such attacks, even if we become aware of their potential. While we maintain
insurance coverage for some of these events, the potential liabilities associated with these events could exceed the insurance coverage
we maintain. A failure to protect the privacy of customer and employee confidential data against breaches of network or IT security could
result in damage to our reputation. To date, we have not been subject to cyber-attacks or other cyber incidents that we are aware of which,
individually or in the aggregate, resulted in a material impact to our operations or financial condition.

 For us to further penetrate the marketplace, the
marketplace must be confident that we provide effective security protection for governmental and other secured identification documents
and other personally identifiable information or protected personal information, or PII. Although we are not aware that we have experienced
any act of sabotage or unauthorized access by a third party of our software or technology to date, if an actual or perceived breach of
security occurs in our internal systems or those of our customers, regardless of whether we caused the breach, it could adversely affect
the market's perception of our products and services. This could cause us to lose customers, resellers, alliance partners or other
business partners, thereby causing our revenues to decline. If we or our customers were to experience a breach of our internal systems,
our business could be severely harmed by adversely affecting the market's perception of our products and services.

 Most recently, we have considered the impact of
the coronavirus pandemic (COVID-19) on our overall operations. The continuing impact of this disease or any other disease which may give
rise to a pandemic in the United States and worldwide are unknown, and the widespread growth in infections, or travel restrictions, quarantines
or site closures imposed as a result of disease, is among other things, impacting the ability of our employees, sub-contractors, or our
customers' employees and sub-contractors to attend places of work, to meet with potential customers, or undertake implementations
at our customer's locations. In addition, the disease could lead to disruptions in our supply chain, causing shortages or unavailability
of software updates, or necessary equipment. Any of these outcomes could have a material adverse effect on our business, financial condition,
results of operations, and cash flows.

 War in Ukraine and the Middle East may impact
the business of the Company, the markets in which it operates and the financial markets, in which the Company needs to raise capital.

 The war in Ukraine and the Middle East may impact
the Company and its operations in a number of different ways, which are yet to be fully assessed and are therefore uncertain. The Company's
principal concern is for the safety of the personnel who support from those regions. The Company works with third party sub-contractors
for outsourced services, including software engineering and development, some of whom are based in Eastern Europe. The Company also works
with outsourced engineers and developers and third-party providers in other parts of the world, including the United States, Europe, India,
and Latin America. While the continuing impact of this conflict and the response of the United States and other countries to it by means
of trade and economic sanctions, or other actions is still unknown, it could disrupt our ability to work with certain contractors. The
Company has taken steps to diversify its sub-contractor base, which may in the short term give rise to additional costs and delays in
delivering software and product upgrades.

 The uncertainty impacting and potential interruption
in energy and other supply chains resulting from military hostilities in Europe and the Middle East and the response of the United States
and other countries to it by means of trade and economic sanctions, or other actions, may give rise to increases in costs of goods and
services generally and may impact the market for our products as prospective customers reconsider additional capital expenditure, or other
investment plans until the situation becomes clearer. On the other hand, the threat of increased cyber-attacks from multiple threat actors,
including state-sponsored organizations may prompt enterprises to adopt additional security measures such as those offered by the Company.

 For so long as the hostilities continue and perhaps
even thereafter as the situation in Europe and the Middle East unfolds, we may see increased volatility in financial markets and a flight
to safety by investors, which may impact our stock price and make it more difficult for the Company to raise additional capital at the
time when it needs to do so, or for financing to be available upon acceptable terms. All or any of these risks separately, or in combination
could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

 Interruptions, delays in service or defects in our systems could
impair the delivery of our services and harm our business.

 We depend on the efficient and uninterrupted operation
of our computer network systems, software, telecommunications networks, and processing centers, as well as the systems and services of
third parties, in order to provide services to our customers. Almost all of our network systems are hosted "in the cloud"
by internationally recognized third party service providers such as Microsoft Azure and Amazon Web Services. Our systems and data centers
are vulnerable to damage or interruption from, among other things, fire, natural disaster, power loss, telecommunications failure, terrorist
acts, war, unauthorized entry, human error, and computer viruses or other defects. They may also be subject to break-ins, sabotage, intentional
acts of vandalism and similar misconduct. We have security, backup and recovery systems in place, and business continuity plans that will
be designed to ensure our systems will not be inoperable. However, there is still a risk that a system outage or data loss may occur which
would not only damage our reputation but could also require the payment of penalties or damages to our clients if our systems do not meet
certain operating standards. Despite precautions taken at these facilities, the occurrence of a natural disaster or an act of sabotage
or terrorism, a decision to close the facilities without adequate notice or other unanticipated problems at these facilities could result
in lengthy interruptions in our service. Our property and business interruption insurance may not be applicable or adequate to compensate
us for all losses or failures that may occur.

 Any damage to, failure of, or defects, bugs or
errors in our systems or those of third parties, errors or delays in the processing of payment or other transactions, telecommunications
failures or other difficulties could result in loss of revenue, loss of customers, loss of customer and consumer data, harm to our business
or reputation, exposure to fraud losses or other liabilities, negative publicity, additional operating and development costs, and diversion
of technical and other resources.

 Third parties could obtain access to our proprietary
information or could independently develop similar technologies.

 Our success depends in part on our ability to
protect our core technology and intellectual property. To date, we have relied primarily on a combination of patents, patent applications,
trade secret and copyright laws, as well as nondisclosure and other contractual restrictions on copying, reverse engineering and distribution
to protect our proprietary technology. There can be no assurance that any of our patent applications will result in the issuance of a
patent or that the examination process will not require us to narrow our claims in any application. In addition, any patents may be contested,
circumvented, found unenforceable or invalid and we may not be able to prevent third parties from infringing on them.

 Despite the precautions we take, third parties
may copy or obtain and use our technologies, ideas, know-how and other proprietary information without authorization or may independently
develop technologies similar or superior to our technologies. In addition, the confidentiality and non-competition agreements between
us and most of our employees, distributors and clients may not provide meaningful protection of our proprietary technologies or other
intellectual property in the event of unauthorized use or disclosure. If we are not able to successfully defend our industrial or intellectual
property rights, we may lose rights to technologies that we need to develop our business, which may cause us to lose potential revenues,
or we may be required to pay significant license fees for the use of such technologies.

 Our current patents and any patents that we may
register in the future may provide only limited protection for our technology and may not be sufficient to provide competitive advantages
to us. For example, competitors could be successful in challenging any issued patents or, alternatively, could develop similar or more
advantageous technologies on their own or design around our patents. Any inability to protect intellectual property rights in our technology
could enable third parties to compete more effectively with us.

 In
addition, the laws of certain foreign countries may not protect our intellectual property rights to the same extent as do the laws of
the United States. Our means of protecting our intellectual property rights in the United States or any other country in which we operate
may not be adequate to fully protect our intellectual property rights.

 Third parties may assert that we are infringing
their intellectual property rights; IP litigation could require us to incur substantial costs even when our efforts are successful.

 We may face intellectual property litigation,
which could be costly, harm our reputation, limit our ability to sell our products, force us to modify our products or obtain appropriate
licenses, and divert the attention of management and technical personnel. Our products employ technology that may infringe on the proprietary
rights of others, and, as a result, we could become liable for significant damages and suffer other harm to our business.

 We have not been subject to material intellectual
property litigation to date. Litigation may be necessary in the future to enforce any patents we have or may obtain and/or any other intellectual
property rights, to protect our trade secrets, to determine the validity and scope of the proprietary rights of others, or to defend against
claims of infringement or invalidity, and we may not prevail in any such future litigation. Litigation, whether or not determined in our
favor or settled, could be costly, could harm our reputation and could divert the efforts and attention of our management and technical
personnel from normal business operations. In addition, adverse determinations in litigation could result in the loss of our proprietary
rights, subject us to significant liabilities, require us to seek licenses from third parties, prevent us from licensing our technology
or selling or manufacturing our products, or require us to expend significant resources to modify our products or attempt to develop non-infringing
technology, any of which could seriously harm our business.

 Our products may contain technology provided to
us by third parties. Because we did not develop such technology ourselves, we may have little or no ability to determine in advance whether
such technology infringes the intellectual property rights of any other party. Our suppliers and licensors may not be required to indemnify
us in the event that a claim of infringement is asserted against us, or they may be required to indemnify us only with respect to intellectual
property infringement claims in certain jurisdictions, and/or only up to a maximum amount, above which we would be responsible for any
further costs or damages. In addition, we have indemnification obligations to certain parties with respect to any infringement of third-party
patents and intellectual property rights by our products. If litigation were to be filed against these parties in connection with our
technology, we would be required to defend and indemnify such parties.

 Our officers, directors and holders of 5% of
outstanding shares together beneficially own a significant portion of our Common Stock and, as a result, can exercise control over stockholder
and corporate actions.

 Our officers and directors and the holders of
at least 5% of the outstanding shares of the Company currently beneficially own approximately 19.6% of our outstanding Common Stock, and
24.4% on a fully diluted basis assuming the exercise of both vested and unvested options and warrants. As such, they have a significant
influence over most matters requiring approval by stockholders, including the election of directors and approval of significant corporate
transactions. This concentration of ownership may also have the effect of delaying or preventing a change in control, which in turn could
have a material adverse effect on the market price of the Company's Common Stock or prevent stockholders from realizing a premium
over the market price for their Shares.

 We face competition. Some of our competitors
have greater financial or other resources, longer operating histories and greater name recognition than we do and one or more of these
competitors could use their greater resources and/or name recognition to gain market share at our expense or could make it very difficult
for us to establish market share.

 The m arket
for our service offerings is highly competitive and rapidly evolving. We face competition from a broad range of providers with solutions
across the identity management lifecycle, including:

 Vendors
 providing identity verification or proofing through both biometric and non-biometric solutions
 (such as data-based verification using identity proxies, such as DMV records and addresses),
 both on-premise and cloud-based.

 Vendors
 of passwordless identity authentication using device-based and cloud-based biometrics.

 Larger
 companies providing identity and access management platforms, adding identity authentication
 services to their offering at low/no cost.

 New
 entrants seeking to develop and market competing technologies.

 It
is also possible that, as the digital identity market continues to grow and evolve, larger companies with significant resources may increase
their presence in the market and develop competing solutions through internal efforts or partnerships with existing play ers.

 Due to our ability to serve both identity verification
and authentication needs, as well as the tendency for enterprises to acquire multiple digital identity solutions, we can and often do
co-exist with competing products within our customer base.

 The resources available to our competitors to
develop new products and introduce them into the marketplace exceed the resources currently available to us. Some of our competitors have
longer operating histories and greater name recognition than we do and one or more of these competitors could use their greater resources
and/or name recognition to gain market share at our expense or could make it very difficult for us to establish market share. As a result,
our competitors may be able to compete more aggressively and sustain that competition over a longer period of time that we can. This intense
competitive environment may require us to make changes in our products, pricing, licensing, services, distribution, or marketing to develop
a market position. Each of these competitors has the potential to capture market share in our target markets, which could have an adverse
effect on our position in our industry and on our business and operating results.

 Government regulation could negatively impact the business.

 We do not have or require any approval from government
authorities or agencies in order to operate our regular business and operations. However, data protection legislation in various countries
in which the Company does business (including Colombia and the United Kingdom) may require it to register its databases with governmental
authorities in those countries and to comply with additional disclosure and consent requirements with regard to the collection, storage
and use of personal information of individuals resident in those countries. To the extent that our business is based on Governmental Contracts,
the relevant government authorities will need to approve us as a supplier and the terms of those contracts. However, it is possible that
any proposed expansion to our business and operations in the future would require government approvals. Due to the security applications
and biometric technology associated with our products and platforms the activities and operations of our company are or could become subject
to license restrictions and other regulations, such as (without limitation) export controls and other security regulation by government
agencies. As indicated in, "We are exposed to risks in operating in foreign markets" above, the imposition of sanctions on
particular countries, entities or individuals would prevent us from doing business with such countries, entities or individuals. If our
existing and proposed products become subject to licensing, export control and other regulations, we may incur increased costs necessary
to comply with existing and newly adopted or amended laws and regulations or penalties for any failure to comply. Our operations could
be adversely affected, directly or indirectly, by existing or future laws and regulations (and amendments thereto) relating to our business
or industry.

 Some states in the United States have adopted
legislation governing the collection, use of, and storage of biometric information and other states are considering such legislation.
Specifically, several states are considering adopting a Biometric Information Privacy Act, or BIPA modelled on the Illinois statute, which
governs the collection, processing, storage and distribution of biometric information such as facial biometric templates and fingerprints.
Several of these new statutes give individuals rights of action to sue violators, which have resulted in a number of class action lawsuits.
The widespread adoption of such legislation could result in restrictions on our current or proposed business activities, or we may incur
increased costs to comply with such regulations.

 We are required to comply with stringent, complex,
and evolving laws, rules, regulations, and standards in many jurisdictions, as well as contractual obligations, relating to cybersecurity
and data privacy. Our compliance efforts are complicated by the fact that these requirements and obligations may be subject to uncertain
or inconsistent interpretations and enforcement, and may conflict among various jurisdictions. Any failure or perceived failure by us
to comply with applicable laws, rules, regulations, standards, certifications, or contractual obligations, or any compromise of security
that results in unauthorized access to, or unauthorized loss, destruction, use, modification, acquisition, disclosure, release, or transfer
of personal information, may result in outcomes such as: requirements to modify or cease certain operations or practices; the expenditure
of substantial costs, time, and other resources; proceedings or actions against us; legal liability; governmental investigations; enforcement
actions; claims; fines; judgments; awards; penalties; sanctions; and potentially costly litigation (including class actions).

 Our business is subject to changing regulations
regarding corporate governance, disclosure controls, internal control over financial reporting and other compliance areas that will increase
both our costs and the risk of noncompliance. If we fail to comply with these regulations, we could face difficulties in preparing and
filing timely and accurate financial reports.

 We are subject to the reporting requirements of
the Securities Exchange Act of 1934, as amended, or the Exchange Act, the Sarbanes-Oxley Act and the Dodd-Frank Act. We are also subject
to the corporate governance and other listing rules of the Nasdaq Stock Market LLC ("Nasdaq"). Maintaining compliance with
these rules and regulations, particularly after we cease to be an emerging growth company, will increase our legal, accounting and financial
compliance costs, will make some activities more difficult, time-consuming and costly and may also place increased strain on our personnel,
systems and resources.

 The Sarbanes-Oxley Act requires, among other things,
that we maintain effective disclosure controls and procedures and at the time we cease to be an emerging growth company and a smaller
reporting company, we will be required to provide attestation that we maintain effective disclosure controls and procedures by our registered
public accounting firm. Any failure to develop or maintain effective controls, or any difficulties encountered in their implementation
or improvement, could harm our operating results or cause us to fail to meet our reporting obligations. Any failure to implement and maintain
effective internal control also could adversely affect the results of periodic management evaluations regarding the effectiveness of our
internal control over financial reporting that are required to include in our periodic reports filed with the SEC, under Section 404(a)
of the Sarbanes-Oxley Act or the annual auditor attestation reports regarding effectiveness of our internal controls over financial reporting
that we will be required to include in our periodic reports filed with the SEC upon our ceasing to be an emerging growth company and a
smaller reporting company, unless, under the JOBS Act, we meet certain criteria that would require such reports to be included prior to
then, under Section 404(b) of the Sarbanes-Oxley Act. Ineffective disclosure controls and procedures and internal control over financial
reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative
effect on the trading price of shares of our Common Stock.

 In
order to maintain the effectiveness of our disclosure controls and procedures and internal control over financial reporting going forward,
we will need to expend significant resources and provide significant management oversight. There is a substantial effort involved in continuing
to implement appropriate processes, document our system of internal control over relevant processes, assess their design, remediate any
deficiencies identified and test their operation. As a result, management's attention may be diverted from other business concerns,
which could harm our business, operating results and financial condition. These efforts will also involve substantial accounting-related
costs. We may experience difficulty in meeting these reporting requirements in a timely manner.

 As disclosed in our previous filings, we had a
material weakness in our control over financial reporting starting with the quarter ended June 30, 2023. Management has taken action
to remediate the various elements of this material weakness, with immediate effect in relation to the financial statements for the year
ending December 31, 2023. We remediated this material weakness and put in place a process to undertake an ongoing review of the Company's
activities during each quarter to identify the potential complex accounting matters and if necessary to engage a professional CPA advisory
firm to review the proposed accounting treatment on these complex accounting matters that may arise in the future.

 If we are unable to maintain key controls currently
in place or that we implement in the future and pending such implementation, or if any difficulties are encountered in their implementation
or improvement, (1) our management might not be able to certify, and our independent registered public accounting firm might not be able
to report on, the adequacy of our internal control over financial reporting, which would cause us to fail to meet our reporting obligations,
(2) misstatements in our financial statements may occur that may not be prevented or detected on a timely basis and (3) we may be deemed
to have significant deficiencies or material weaknesses, any of which could adversely affect our business, financial condition and results
of operations.

 Implementing any appropriate changes to our internal
controls may require specific compliance training of our directors, officers and employees, entail substantial costs in order to modify
our existing accounting systems, and take a significant period of time to complete. Such changes may not, however, be effective in maintaining
the adequacy of our internal controls, and any failure to maintain that adequacy, or consequent inability to produce accurate financial
statements on a timely basis, could increase our operating costs and could materially impair our ability to operate our business. In the
event that we are not able to demonstrate compliance with Section 404 of the Sarbanes-Oxley Act in a timely manner, our internal controls
are perceived as inadequate or that we are unable to produce timely or accurate financial statements, our stock price could decline and
we could be subject to sanctions or investigations by the SEC or other regulatory authorities, which would require additional financial
and management resources.

 Our amended and restated bylaws designate certain
courts as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could
limit our stockholders' ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.

 Our amended and restated bylaws provide that,
unless we consent in writing to an alternative forum, the Court of Chancery of the State of Delaware will be the exclusive forum for:
(i) any derivative action or proceeding brought on behalf of the Company; (ii) any action asserting a claim for breach of a fiduciary
duty owed by any director, officer, employee, or agent of ours to us or our stockholders; (iii) any action asserting a claim arising pursuant
to any provision of the Delaware General Corporation Law, the Certificate of Incorporation, or the bylaws; and (iv) any action asserting
a claim governed by the internal affairs doctrine (the "Delaware Forum Provision"). In addition, our amended and restated
bylaws provide that any person or entity purchasing or otherwise acquiring any interest in shares of our common stock is deemed to have
notice of and consented to the Delaware Forum Provision.

 Section 27 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability
created by the Exchange Act or the rules and regulations thereunder. As a result, the Delaware Forum Provision will not apply to suits
brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.
We note, however, that there is uncertainty as to whether a court would enforce this provision and that investors cannot waive compliance
with the federal securities laws and the rules and regulations thereunder.

 We recognize that the Delaware Forum Provision
in our amended and restated bylaws may impose additional litigation costs on stockholders in pursuing any such claims, particularly if
the stockholders do not reside in or near the State of Delaware. Additionally, the Delaware Forum Provision may limit our stockholders'
ability to bring a claim in a forum that they find favorable for disputes with us or our directors, officers or employees, which may discourage
such lawsuits against us and our directors, officers and employees even though an action, if successful, might benefit our stockholders.
The Court of Chancery of the State of Delaware may also reach different judgments or results than would other courts, including courts
where a stockholder considering an action may be located or would otherwise choose to bring the action, and such judgments may be more
or less favorable to us than our stockholders.

 We are an "emerging growth company"
and we cannot be certain if the reduced disclosure requirements applicable to "emerging growth companies" will make our Common
Stock less attractive to investors.

 We
are an "emerging growth company," as defined in the JOBS Act, and we expect to take advantage of certain exemptions and relief
from various reporting requirements that are applicable to other public companies that are not "emerging growth companies."
In particular, while we are an "emerging growth company" (1) we will not be required to comply with the auditor attestation
requirements of Section 404(b) of the Sarbanes-Oxley Act, (2) we will be exempt from any rules that may be adopted by the Public Company
Accounting Oversight Board requiring mandatory audit firm rotations or a supplement to the auditor's report on financial statements,
(3) we will be subject to reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements
and (4) we will not be required to hold nonbinding advisory votes on executive compensation or stockholder approval of any golden parachute
payments not previously approved.

 In addition, we are eligible to delay the adoption
of new or revised accounting standards applicable to public companies until those standards apply to private companies, and as a result,
we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging
growth companies. The Company has adopted and will be adopting all standards as they become effective for public companies.

 We also take advantage of reduced disclosure requirements,
including regarding executive compensation. If we remain an "emerging growth company" in the future, we may take advantage
of other exemptions, including the exemptions from the advisory vote requirements and executive compensation disclosures under the Dodd-Frank
Wall Street Reform and Customer Protection Act, and the exemption from the provisions of Section 404(b) of the Sarbanes-Oxley Act. We
may take advantage of these provisions at least until December 31, 2024. However, if certain events occur prior to such date, including
if we are deemed a "large accelerated filer" under the Exchange Act, our annual gross revenues exceed $1.07 billion or we
issue more than $1.0 billion of non- convertible debt in any three-year period, we may cease to be an emerging growth company prior to
such date.

 The exact implications of the JOBS Act are still
subject to interpretations and guidance by the SEC and other regulatory agencies, and we cannot assure you that we will be able to take
advantage of all of the benefits of the JOBS Act. In addition, investors may find our Common Stock less attractive if we rely on the exemptions
and relief granted by the JOBS Act. If some investors find our Common Stock less attractive as a result, there may be a less active trading
market for our Common Stock and our stock price may decline and/or become more volatile.

 There can be no assurance that we will be able
to comply with the continued listing standards of the Nasdaq Capital Market. Our failure to meet the continued listing requirements of
the Nasdaq Capital Market could result in a de-listing of our Common Stock.

 We cannot assure you that we will be able to comply
with the continuing listing requirements that we are required to meet in order to maintain a listing of our Common Stock on the Nasdaq
Capital Market. If we fail to satisfy the continued listing requirements of the Nasdaq Capital Market, such as the minimum bid price requirement,
or the minimum stockholder's equity requirement, the Nasdaq Capital Market may take steps to de-list our Common Stock. Such a de-listing
would likely have a negative effect on the price of our Common Stock and would impair our stockholders' ability to sell or purchase
our Common Stock when they wish to do so. In the event of a de-listing, we would take actions to restore our compliance with the Nasdaq
Capital Market's listing requirements, but we can provide no assurance that any action taken by us would result in our Common Stock
becoming listed again, or that any such action would stabilize the market price or improve the liquidity of our Common Stock.

 Specifically,
o n January 25, 2023, the Company received a notice letter from the Listing Qualifications staff of the Nasdaq that it was not in
compliance with the Nasdaq Listing Rule 5550(a)(2) that the Company maintain a bid price for the Company's common stock above $1.00
per share ("Bid Price Requirement"). On April 4, 2023, the Company received a notice letter from the Listing Qualifications
staff of Nasdaq indicating that the Company was not in compliance with Nasdaq Listing Rule 5550(b)(1) ("Rule 5550(b)(1)")
as the Company's stockholders' equity was below $2.5 million, which is the minimum stockholders' equity required for
compliance with Rule 5550(b)(1). Further, as of April 3, 2023, the Company did not meet the alternative compliance standards relating
to the market value of listed securities, or net income from continuing operations. As a result of the Company's fund-raising activities
in May 2023, the Company's total stockholder equity was approximately $9.6 million, as reported on the Company's Form 10-Q
for the period ended June 30, 2023. On May 30, 2023, the Company received notice from Nasdaq, that Nasdaq Staff had determined, that the
Company complied with Rule 5550(b)(1). As a result of the 1-for-8 reverse stock split that the Company undertook in July 2023, the Company
received notice on July 24, 2023 from Nasdaq that the Company was in compliance with the Bid Price Requirement and the matter raised by
their letter of January 25, 2023 was closed.

 Sales of a substantial number of shares of
our Common Stock in the public market by our existing stockholders could cause our share price to fall.

 Sales
of a substantial number of shares of our Common Stock in the public market, or the perception that these sales might occur, including
sales by our executive officers, directors and significant stockholders could
depress the market price of our Common Stock and could impair our ability to raise capital through the sale of additional equity securities.
We are unable to predict the effect that sales may have on the prevailing market price of our Common Stock.

 We may be subject to securities litigation,
which is expensive and could divert management attention.

 In the past, companies that have experienced volatility
in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation
in the future. Litigation of this type could result in substantial costs and diversion of management's attention and resources,
which could seriously hurt our business. Any adverse determination in litigation could also subject us to significant liabilities.

 If securities or industry analysts do not publish
or cease publishing research or reports about us, our business or our market, or if they adversely change their recommendations or publish
negative reports regarding our business or our Common Stock, our stock price and trading volume could decline.

 The trading market for our Common Stock will be
influenced by the research and reports that industry or securities analysts may publish about us, our business, our market or our competitors.
We do not have any control over these analysts and we cannot provide any assurance that analysts will cover us or provide favorable coverage.
If any of the analysts who may cover us adversely change their recommendation regarding our shares, or provide more favorable relative
recommendations about our competitors, our stock price would likely decline. If any analysts who may cover us were to cease coverage of
the Company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our
stock price or trading volume to decline.

 The market price of our common stock has been
volatile and your investment in our stock could suffer a decline in value.

 The market price of our common stock has experienced
significant price and volume fluctuations. For example, during the three year period ended December 31, 2023, the closing price of our
common stock ranged from $2.40 to $141.44. In addition, the stock market has from time to time experienced significant price and volume
fluctuations that have particularly affected the market prices for the common stock of technology companies and that have often been unrelated
to the operating performance of particular companies. These broad market fluctuations may adversely affect the market price of our common
stock. You may not be able to resell your shares at or above the price you paid for them due to fluctuations in the market price of our
stock caused by changes in our operating performance or prospects and other factors.

 Some specific factors, in addition to the other
risk factors identified above, that may have a significant effect on the price of our stock,
many of which we cannot control, include but are not limited to:

 our
 announcements or our competitors' announcements of technological innovations;

 actual
 or anticipated quarterly variations in operating results;

 variance
 in our financial performance from our own financial guidance, or from expectations of securities
 analysts;

 in our product pricing policies or those of our competitors;

 our
 involvement in claims of infringement of intellectual property rights or other litigation;

 the
 public's reaction to our press releases, our other public announcements and our filings
 with the SEC;

 in accounting standards, policies, guidance, interpretations or principles;

 in our growth rate or our competitors' growth rates;

 developments
 regarding our patents or proprietary rights or those of our competitors;

 our
 inability to raise additional capital as needed;

 in financial markets or general economic conditions, or in market valuations of other technology
 companies;

 short
 sales, hedging and other derivative transactions and short selling campaigns involving our
 capital stock;

 sales
 of stock by the Company, or members of our management team or Board or significant stockholders;
 and

 in stock market analyst recommendations or earnings estimates regarding our stock, other
 comparable companies or our industry generally.

 We
do not anticipate paying any cash dividends in the foreseeable future.

 We
have never declared or paid cash dividends, and we do not anticipate paying cash dividends in the foreseeable future. Therefore, investors
should not rely on an investment in our Common Stock as a source for any future dividend income. Our board of directors has complete
discretion as to whether to distribute dividends. Even if our board of directors decides to declare and pay dividends, the timing, amount
and form of future dividends, if any, will depend on our future results of operations and cash flow, our capital requirements
and surplus, our financial condition, contractual restrictions and other factors deemed relevant by our board of directors.

 Item 1B. Unresolved Staff Comments

 None.

 Item 1C. Cybersecurity

 Cyber criminals are becoming more sophisticated
and effective every day, and they are increasingly targeting companies similar to ours operating in the technology, software and identification
space. All companies utilizing technology are subject to threats of breaches of their cybersecurity programs. To mitigate the threat to
our business, we take a comprehensive approach to cybersecurity risk management and make securing the data customers and other stakeholders
entrust to us a top priority. Our Board of directors and our management are actively involved in the oversight of our risk management
program, of which cybersecurity represents an important component. As described in more detail below, we have established policies, standards,
processes and practices for assessing, identifying, and managing material risks from cybersecurity threats. We have devoted significant
financial and personnel resources to implement and maintain security measures to meet regulatory requirements and customer expectations,
and we intend to continue to make significant investments to maintain the security of our data and cybersecurity infrastructure. There
can be no guarantee that our policies and procedures will be properly followed in every instance or that those policies and procedures
will be effective to prevent cyberattack incidents. Such incidents, whether or not successful, could result in our incurring significant
costs related to, for example, rebuilding our internal systems, implementing additional threat protection measures, providing modifications
or replacements to our products and services, defending against litigation, responding to regulatory inquiries or actions, paying damages,
providing customers with incentives to maintain a business relationship with us, or taking other remedial steps with respect to third
parties, as well as incurring significant reputational harm. In addition, these threats are constantly evolving, thereby increasing the
difficulty of successfully defending against them or implementing adequate preventative measures. We have seen an increase in cyberattack
volume, frequency, and sophistication. Although our Risk Factors include further detail about the material cybersecurity risks we face,
we believe that as of the date of this Annual Report on Form 10-K, risks from prior cybersecurity threats, have not materially affected
our business to date. We can provide no assurance that there will not be incidents in the future or that they will not materially affect
us, including our business strategy, results of operations, or financial condition.

 Risk Management and Strategy

 Our policies, standards, processes and practices
for assessing, identifying, and managing material risks from cybersecurity threats are based on frameworks established by the International
Organization for Standardization, specifically ISO/IEC 27001:2013 and other applicable industry standards. We have established comprehensive
Information Security Management Systems ("ISMS") policies, which are independently reviewed and audited annually for conformity
and effectiveness under ISO/IEC 27001. Our cybersecurity program in particular focuses on the following key areas:

 Collaboration

 Our cybersecurity risks are identified and addressed
through a comprehensive, cross-functional approach. Key security, risk, and compliance stakeholders, including a member of the Board meet
at least monthly in our Security Steering Committee (the "Security Committee") to develop strategies for preserving the confidentiality,
integrity and availability of our company and customer information, identifying, preventing and mitigating cybersecurity threats, and
effectively responding to cybersecurity incidents. We maintain controls and procedures that are designed to ensure prompt escalation of
certain cybersecurity incidents so that decisions regarding public disclosure and reporting of such incidents can be made by management
and the Board in a timely manner.

 Risk Assessment

 At least annually, we conduct a cybersecurity
risk assessment that takes into account information from internal stakeholders, known information security vulnerabilities, and information
from external sources (e.g., reported security incidents that have impacted other companies, industry trends, and evaluations by third
parties and consultants). The results of the assessment are used to drive alignment on, and prioritization of, initiatives to enhance
our security controls, make recommendations to improve processes, and inform a broader enterprise-level risk assessment that is presented
to our Board and members of management. Risk assessment is integral to all engineering, business and operational decisions and in addition
to the annual reviews, is an ongoing effort, as circumstances and facts arise.

 Self Audit

 At least annually we conduct a self-audit
of our information security management systems ("ISMS"), in order to identify if there is any non-conformance with our ISMS
policies and procedures. The results of the self-audit are reported to our Steering Committee and our external auditor for ISO/IEC
27001 compliance.

 Technical Safeguards

 We regularly assess and deploy technical safeguards
designed to protect our information systems from cybersecurity threats. Such safeguards are regularly evaluated and improved based on
vulnerability assessments, cybersecurity threat intelligence and incident response experience.

 Incident Response and Recovery Planning

 We have established comprehensive incident response
and recovery plans and continue to regularly test and evaluate the effectiveness of those plans. Our incident response and recovery plans
address — and guide our employees, management and the Board on — our response to a cybersecurity incident.

 Third-Party Risk Management

 We have implemented controls designed to identify
and mitigate cybersecurity threats associated with our use of third-party service providers. Such providers are subject to security risk
assessments at the time of onboarding and contract renewal. We use a variety of inputs in such risk assessments, including information
supplied by providers and third parties. In addition, we require our providers to meet appropriate security requirements, controls and
responsibilities.

 Education and Awareness

 Our policies require each of our employees to
contribute to our data security efforts. We regularly remind employees of the importance of handling and protecting customer and employee
data, including through regular privacy and security training and testing to enhance employee awareness of how to detect and respond to
cybersecurity threats.

 External Assessments

 Our cybersecurity policies, standards, processes
and practices are regularly assessed by consultants and external independent auditors. These assessments include a variety of activities
including information security assessments, audits and independent reviews of our ISMS, control environment and operating effectiveness.
For example, in 2022 and 2023, we conducted independent audits to assess our ISMS against the ISO/IEC 27001:2013 standard and received
certification of compliance with the standard. In 2022 we also undertook independent testing to achieve conformance with ISO 30107-3 Level
1 and 2 for Presentation Attack Detection (PAD), for our Bioweb server and Verified dashboard. We also undertake regular penetration testing
of our systems. The results of significant assessments are reported to management and the Board. Cybersecurity processes are adjusted
based on the information provided from these assessments. We have also obtained industry certifications and attestations that demonstrate
our dedication to protecting the data our customers entrust to us.

 Governance

 Board Oversight

 Our Board, in coordination with the Security
Committee, oversees our management of cybersecurity risk. They receive regular reports from management about the prevention,
detection, mitigation, and remediation of cybersecurity incidents, including material security risks and information security
vulnerabilities. Our Security Committee directly oversees our cybersecurity program. The Board receives periodic updates
from management on cybersecurity risk resulting from risk assessments, progress of risk reduction initiatives, external auditor
feedback, control maturity assessments, and relevant internal and industry cybersecurity incidents.

 Management's Role

 Our Chief Technology Officer ("CTO"),
Senior Vice President of Engineering ("SVP-Engineering"), Data Engineering and Security Director and General Counsel have
primary responsibility for assessing and managing material cybersecurity risks and are members of management's Security Committee,
which is a governing body that drives alignment on security decisions across our company. The Security Committee meets monthly to review
security performance metrics, identify security risks, and assess the status of approved security enhancements. The Security Committee
also considers and makes recommendations on security policies and procedures, security service requirements, and risk mitigation strategies.

 Our CTO has served in various roles in information
technology and information security for over 35 years, which have covered operations management experience in Government Security, Identity
Access Management and SaaS solutions industries. Our SVP-Engineering has over 30 years of experience in software development and engineering,
starting in the U.S. Marine Corps. Our Data Engineering and Security Director has over 10 years experience in information technology,
with a focus on data engineering and information security. Our General Counsel has over 12 years of experience managing risks, including
risks arising from cybersecurity threats, at several publicly-traded technology companies.

 Item 2. Properties

 The Company's Headquarters are now located
1580 North Logan Street, Suite 660, Unit 51767, Denver, CO 80203. This is a virtual office address, we do not have any physical offices
and all employees work remotely.

 Item 3. Legal Proceedings

 From time to time the Company is a party to various
legal or administrative proceedings arising in the ordinary course of our business. While any litigation contains an element of uncertainty,
we have no reason to believe that the outcome of such proceedings will have a material adverse effect on the financial condition or results
of operations of the Company.

 Item 4. Mine Safety Disclosures

 Not applicable.

 Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities

 Market Information

 The high and low per share closing sales prices
of the Company's stock on the Nasdaq Market (ticker symbol AUID) for each quarter for the years ended December 31, 2023 and 2022
were as follows:

 Quarter Ended

 High

 Low

 March 31, 2022

 $
 114.64

 $
 22.64

 June 30, 2022

 $
 36.40

 $
 12.00

 September 30, 2022

 $
 26.96

 $
 15.12

 December 31, 2022

 $
 23.92

 $
 4.58

 March 31, 2023

 $
 5.84

 $
 2.40

 June 30, 2023

 $
 7.12

 $
 2.80

 September 30, 2023

 $
 10.96

 $
 6.43

 December 31, 2023

 $
 9.94

 $
 5.78

 Holders of
our Common Stock

 As
of March 15, 2024, there were approximately 147 stockholders of record of our common stock. This number does not include shares
held by brokerage clearing houses, depositories or others in unregistered form. The stock transfer agent for our securities is Computershare
Shareholder Services, PO Box 505000, Louisville, Kentucky 40233.

 Dividends

 The
Company has never declared or paid any cash dividends on its common stock. The Company currently intends to retain future earnings, if
any, to finance the expansion of its business. As a result, the Company does not anticipate paying any cash dividends in the foreseeable
future.

 Securities Authorized for Issuance Under Equity Compensation Plans
as of December 31, 2023

 Plan

Securities

to be

issued upon

 exercise

of outstanding

 options,

awards and

 rights

average

 exercise

price of

 outstanding

options,

 awards and

rights

 securities

 remaining

 available for

issuance

 under equity

 compensation

 plans

 (excluding)

 securities

 reflected in

 first column)

 Equity compensation plans approved by security holders - 2017 Incentive Stock Plan

 434,539

 36.33

 -

 Equity compensation plans approved by security holders - 2021 Equity Incentive Plan

 863,701

 7.14

 17,003

 Equity compensation plans not approved by security holders

 498,501

 42.69

 185,000

 The Company has adopted the authID Inc. 2017 Incentive
Stock Plan and the 2021 Equity Incentive Plan. The Company has also authorized the grant of options to purchase up to 185,000 shares common
stock by way of inducement grants to new employees under Nasdaq Rule 5635(c) ("Inducement Grants"). The Company has no other
equity incentive plans in effect as of December 31, 2023.

 On September 28, 2017, the shareholders of the
Company approved the 2017 Incentive Stock Plan ("2017 Incentive Plan"). On December 29, 2021 the shareholders of the Company
approved the 2021 Equity Incentive Plan ("2021 Plan"). The following is a summary of principal features of the 2017 Incentive
Plan and the 2021 Plan. The summaries, however, does not purport to be a complete description of all the provisions of each plan.

 The 2017 Incentive Plan initially authorized Awards
over 604,167 shares of common stock and at the Annual Meeting of Stockholders held on March 22, 2021, the stockholders approved and ratified
an increase of 312,500 shares allocated to the 2017 Incentive Plan. No further awards may be made under the 2017 Incentive Plan. The 2021
Plan initially authorized Awards over 156,250 shares as well as (a) the balance of the shares which were not allocated to awards under
the 2017 Incentive Plan and (b) any shares which are forfeited or cancelled under awards that lapse or expire under the prior plans. At
the Annual Meeting of Stockholders held on June 26, 2023, the stockholders approved and ratified an increase of 362,500 shares to the
2021 Plan. All plans are administered by the Compensation Committee.

 Under
each plan, options may be granted which are intended to qualify as Incentive Stock Options ("ISOs") under Section 422 of the
Internal Revenue Code of 1986 (the "Code") or which are not ("Non-ISOs") intended to qualify as Incentive Stock
Options thereunder. Other types of equity awards may also be granted under each of the plans include but are not limited to restricted
stock, restricted stock units, and stock appreciation rights, which together with the ISO's and Non-ISO's are hereinafter
collectively referred to as "Awards". Each of the plans are not considered qualified deferred compensation plan under Section
401(a) of the Internal Revenue Code and are not subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA").

 The terms of Awards granted under the Plans shall
be contained in an agreement between the participant and the Company and such terms shall be determined by the Compensation Committee
consistent with the provisions of the applicable Plan. The terms of Awards may or may not require a performance condition in order to
vest the equity comprised in the relevant Award.

 Any option granted under any of the Plans must
provide for an exercise price of not less than 100% of the fair market value of the underlying shares on the date of grant, but the exercise
price of any ISO granted to an eligible employee owning more than 10% of our outstanding common stock must not be less than 110% of fair
market value on the date of the grant. The Plans further provide that with respect to ISOs the aggregate fair market value of the common
stock underlying the options which are exercisable by any option holder during any calendar year cannot exceed $100,000. The term of each
Plan option and the manner in which it may be exercised is determined by the board of directors or the compensation committee, provided
that no option may be exercisable more than 10 years after the date of its grant and, in the case of an incentive option granted to an
eligible employee owning more than 10% of the common stock, no more than five years after the date of the grant. In the event of any stock
split of our outstanding common stock, the board of directors may adjust (a) the number of shares (i) reserved under the Plan and available
for awards, (ii) covered by outstanding awards, (b) the exercise prices related to outstanding awards and (c) the appropriate Fair Market
value and other price determinations for any awards in order to give effect to such stock split. Subject to the limitation on the aggregate
number of shares issuable under the Plan, there is no maximum or minimum number of shares as to which Award may be granted to any person.

 On December 21, 2023, the Compensation Committee
approved the grant of options to purchase up to 185,000 shares common stock by way of Inducement Grants to new employees, that the Company
expected to hire commencing January 2024. The grants are to be Non-ISO's and the terms of the Inducement Grants shall be contained
in an agreement between the participant and the Company and such terms shall be consistent with the Awards issued under the 2021 Plan.

 The Company filed a Registration Statement on
Form S-8 on November 12, 2021, with respect to the 2017 Incentive Plan and all outstanding Awards set forth in the above table. The Company
filed a further Registration Statement on Form S-8 on February 1, 2022, with respect to the 2021 Plan.

 Unregistered Sales of Equity Securities

 Securities Purchase Agreement

 Between May 23 and June 7, 2023, the Company entered
into a securities purchase agreement with accredited investors (the "Purchase Agreement"), pursuant to which the Company agreed
to issue and sell, in a public offering an aggregate of 1,113,828 shares (the "Registered Shares") of the Company's
common stock and in a concurrent private placement 1,121,482 shares (the "PIPE Shares") of Common Stock (the "Offering")
at a price between $3.664 and $5.632 per share (or $4.00 if the purchaser is a director of the Company). The purchasers under the
Purchase Agreement included Stephen J. Garchik ("Garchik") and four directors of the Company, including the Chief Executive
Officer and Chairman of the Board of Directors.

 Garchik, who is a Holder (as defined below), the
collateral agent for the Convertible Notes and a shareholder of the Company, entered into that certain Amended and Restated Facility Agreement,
dated March 8, 2023 (the "A&R Facility Agreement"), with the Company and pursuant to the A&R Facility Agreement, loaned
$900,000 to the Company on March 9, 2023, pursuant to a promissory note in favor of Garchik (the "Initial Promissory Note").
In the Offering, the Company and Garchik agreed that the Company would offset the purchase price of certain shares that Garchik agreed
to purchase pursuant to the Purchase Agreement against the Company's obligations under, and the cancellation of, the A&R Facility
Agreement and the Initial Promissory Note and the related obligations of the Company's subsidiaries ID Solutions, Inc., FIN Holdings,
Inc. and Innovation in Motion, Inc. (the "Guarantors") under the guaranty that that the Guarantors had entered into as a condition
to Garchik lending under the Initial Promissory Note. Accordingly, Garchik agreed that upon the closing of the Offering, the A&R Facility
Agreement, the Initial Promissory Note and the Guaranty terminated.

 Exchange Agreement

 Between May 23 and June 7, 2023, the Company entered
into an exchange agreement with certain holders ("Holders") of the March 2022 Senior Secured Convertible Notes (the "Convertible
Notes") of the Company (the "Exchange Agreement"), pursuant to which the Company issued 2,382,700 shares (the "Exchange
Shares") of common stock to the Holders in exchange for the Holders' Convertible Notes principal balance and accrued interest
(the "Note Exchange") at a price between $3.776 and $5.80 per share or $4.12 if the Holder is a director, officer or insider
of the Company.

 Engagement Agreements

 On April 20, 2023, the Company entered into an
engagement agreement (the "Engagement Agreement") with Madison Global Partners, LLC ("Madison"), pursuant to which
Madison agreed to serve as non-exclusive exclusive placement agent for the issuance and sale of the Registered Shares and the PIPE Shares.
The Company paid Madison an aggregate cash fee equal to 7.0% of the gross proceeds received by the Company from the sale of the securities
in the Offering, $80,000 cash retainer fee and issued stock purchase warrants (the "Madison Warrants") to purchase up to 156,712
shares of common stock of the Company at an exercise price of $3.664 per share, which equal to 7.0% of the aggregate number of Shares
placed in the Offering. Pursuant to the Engagement Agreement, the Company reimbursed Madison $60,000 for fees and expenses of legal counsel
and other out-of-pocket expenses. The Engagement Agreement has indemnity and other customary provisions for transactions of this nature.
On May 12, 2023, in connection with certain recruitment services, the Company issued 187,500 common stock warrants to Madison III, LLC,
an affiliate of Madison with a term of 5 years and an exercise price of $3.164 per share.

 On November 3, 2023, the Company entered into
a further engagement agreement (the "November Engagement Agreement") with Madison, pursuant to which Madison agreed to serve
as non-exclusive exclusive placement agent for the issuance and sale in a public offering of an aggregate of 1,574,990 shares (the "November
Registered Shares"). The Company paid Madison an aggregate cash fee equal to 7.0% of the gross proceeds received by the Company
from the sale of the November Registered Shares, $80,000 cash retainer fee and issued stock purchase warrants (the "November Madison
Warrants") to purchase up to 110,249 shares of common stock of the Company with a term of 5 years at an exercise price of $6.00
per share, which equal to 7.0% of the aggregate number of Shares placed in the Offering. Pursuant to the November Engagement Agreement,
the Company reimbursed Madison $60,000 for fees and expenses of legal counsel and other out-of-pocket expenses. The November Engagement
Agreement has indemnity and other customary provisions for transactions of this nature.

 Director & Executive Officer Stock Option
Grants

 On June 28, 2023, the Company made a grant of
options to each of Messrs. Koehneman and Trelin and to Ms. White to acquire 15,625 shares of common stock and to each of Messrs. Jisser
and Thompson to acquire 3,125 shares of common stock. Each such option is at the exercise price of $5.48 per share, exercisable for a
period of ten years, vesting over a period of twelve months.

 On June 28, 2023, the Company made an additional
grant of options to Mr. Szoke to acquire 50,000 shares of common stock at the exercise price of $5.48 per share, exercisable for a period
of ten years, vesting subject to achievement of performance and service conditions.

 On June 28, 2023, the Company made an additional
grant of options to Mr. Daguro to acquire 183,125 shares of common stock at an exercise price of $5.48 per share, exercisable for a period
of ten years, vesting subject to achievement of performance and service conditions.

 On August 15, 2023, the Company made a grant of
options to Mr. Sellitto to acquire 50,000 shares of common stock at an exercise price of $8.87 per share, exercisable for a period of
ten years, vesting subject to achievement of performance and service conditions.

 On December 21, 2023, the Company granted Mr.
Szoke and Mr. Sellitto options to acquire 5,000 and 7,000 shares of common stock, respectively, at an exercise price of $9.25 per share,
exercisable for a period of ten years, vesting over twelve months.

 Other Stock Option Grants

 During the year ended December 31, 2023, the Company
also granted a total of 100,000 options to certain new employees at exercise prices ranging from $6.13 per share to $9.85 per share.

 March 2022 Private Placement

 On March 21, 2022, the Company entered into a
Securities Purchase Agreement ("SPA") with certain accredited investors, including certain directors of the Company or their
affiliates (the "Note Investors"), and, pursuant to the SPA, sold to the Note Investors Senior Secured Convertible Notes (the
"Convertible Notes") with an aggregate initial principal amount of approximately $9.2 million and a conversion price of $29.60
per share. The Convertible Notes were sold with an aggregate cash origination fee of approximately $200,000, and we issued a total of
approximately 3,563 shares of our common stock to the Note Investors as an additional origination fee. The Convertible Notes will accrue
interest at the rate of 9.75% per annum, which will be payable in cash or, for some or all of the first five interest payments, in shares
of our common stock at the Company's option, on the last day of each calendar quarter before the maturity date and on the maturity
date. The maturity date of the Convertible Notes is March 31, 2025.

 On March 18 and March 21, 2022, the Company entered
into Subscription Agreements (the "Subscription Agreements") with an accredited investor and certain members of authID's
management team (the "PIPE Investors"), and, pursuant to the Subscription Agreements, sold to the PIPE Investors a total of
132,940 shares of our common stock at prices of $24.24 per share for an outside investor and $29.60 per share for the management investors
(the "PIPE"). The aggregate gross proceeds from the PIPE are approximately $3.3 million. Additionally, the Company entered
into a Credit Facility with an accredited investor, who is both a current shareholder of the Company and a Note Investor, pursuant to
which the accredited investor agreed to provide a $10.0 million unsecured standby line of credit facility that will rank behind the Convertible
Notes and may be drawn down in several tranches, subject to certain conditions described in the Credit Facility. Pursuant to the Credit
Facility, the Company agreed to pay the Lender the Facility Commitment Fee of 12,500 shares of our common stock upon the effective date
of the Facility Agreement. The gross proceeds of the sale of the Convertible Notes and the PIPE were used to pay the expenses of those
offerings and to provide working capital for the Company.

 Miscellaneous

 During the year ended December 31, 2022, the Company
issued approximately 42,463 shares of common stock pursuant to exercises of common stock warrants and options. The Company also issued
59,981 shares of common stock in lieu of interest payments for the Convertible Notes. During the year ended December 31, 2022, a holder
of a Convertible Note converted the full principal amount of $50,000 and accrued interest of $406 into 1,690 and 17 shares of our common
stock, respectively.

 On March 21, 2022, the Company issued 17,837 common
stock warrants in connection with Subscription Agreements and Convertible Notes referenced above with a term of five years and exercise
price of $29,60 per share.

 All
the offers and sales of securities listed above were made to accredited investors. The issuance of the above securities is exempt from
the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D promulgated thereunder.

 Item 6. Reserved.

 Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations

 The discussion and analysis of our financial condition
and results of operations are based on our financial statements, which we have prepared in accordance with accounting principles generally
accepted in the United States of America ("U.S. GAAP"). The preparation of these financial statements requires us to make
estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities
at the date of the financial statements, as well as the reported revenues and expenses during the reporting periods. On an ongoing basis,
we evaluate estimates and judgments, including those described in greater detail below. We base our estimates on historical experience
and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments
about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.

 As used in this "Management's Discussion
and Analysis of Financial Condition and Results of Operation," except where the context otherwise requires, the term "we,"
"us," "our," "authID" or "the Company," refers to the business of authID Inc.

 Overview

 authID Inc. (together with its subsidiaries, the
"Company", "authID", "we" or "our") ensures cyber-savvy enterprises "Know Who's
Behind the Device" TM for every customer or employee login and transaction. Through its easy-to-integrate, patented,
biometric identity platform, authID quickly and accurately verifies a user's identity, eliminating any assumption of 'who'
is behind a device and preventing cybercriminals from taking over accounts. authID combines digital onboarding, biometric passwordless
authentication and account recovery, with a fast, accurate, user-friendly experience – delivering identity verification in 700ms. Establishing
a biometric root of trust for each user that is bound to their accounts, or provisioned devices, authID stops fraud at onboarding,
eliminates password risks and costs, and provides the faster, frictionless, and more accurate user identity experience demanded
by operators of today's digital ecosystems.

 Our Platform

 Our Verified TM cloud-based platform
was developed with internally developed software as well as acquired and licensed technology and provides the following core services:

 Biometric Identity Verification

 Biometric Identity Authentication

 Account / Access Recovery

 FIDO Passkey binding

 Biometric Identity Verification

 Biometric identity verification establishes the
trusted identity of a user based on a variety of ground truth sources, including government-issued identity documents such as national
IDs, driver's licenses and passports or electronic machine-readable travel documents (or eMRTDs). Our Verified TM platform
detects presentation attack and spoofing threats, evaluates the authenticity of security features present on a government-issued identity
document, and biometrically matches the reference picture of the document with a live user's selfie (a photograph that the user
has taken of themselves). Usually occurring at account opening or onboarding, identity verification ensures that the enterprise knows
that the person interacting with the enterprise is who they say they are, in real time. authID's Proof TM identity verification
product eliminates the need for costly and less accurate face-to-face, in-person ID checks and instead provides a verified identity in
seconds. In a digital, online world of increasing fraud and security threats, Proof speeds up onboarding and offers our customers confidence
in the identities of consumers, employees or third-party vendors.

 Biometric Identity Authentication

 Biometric identity authentication provides any
organization with a secure, convenient solution to validate that an individual is the verified account owner for various purposes including
passwordless login and performing specific transactions, or functions. The authID Verified product allows users to confirm their identity
with their facial biometric by simply taking a selfie on a mobile phone or device of their choosing (as opposed to dedicated hardware).
The solution includes a patented audit trail created for each transaction, containing the digitally signed transaction details, with proof
of identity authentication and consent.

 Account Access and Recovery

 authID's Verified biometric identity authentication
solution allows users to recover, via a facial biometric, account access that is lost or blocked due to expired credentials, lockouts,
lost or stolen devices, or compromised accounts. Because the account owner's root of trust is established in the cloud, recovery
is independent of any device or hardware. In this way, account recovery is instant, portable, and does not require the presence of or
access to a previously provisioned device in order to secure access from a different device.

 FIDO Passkey Binding

 FIDO Passkey Binding enables enterprises and their
users to bind biometrically verified user identities to FIDO2 passkeys, enabling strong authentication for device-based passwordless login
and transaction authentication that is tied to a trusted identity. This solution establishes a digital chain of trust between biometrically
verified individuals, their accounts, and their devices, thus eliminating passwords and protecting users and systems against fraud attacks.

 Key Customer Benefits

 Our solution allows our enterprise customers to:

 Verify and Authenticate users. Customers
can use the authID platform not only to verify the identity of new users, but also to authenticate those users seamlessly on an ongoing
basis to enable quick, secure logins and transaction authentications.

 Benefit from high-speed processing. Our
solution returns a very low-latency response, key to enabling high-volume use cases (such as logins and high-value transactions) and providing
a frictionless user experience.

 Precisely and accurately identify their consumers
and employees, giving the enterprise complete confidence in who is accessing their digital assets

 Provide a seamless user experience in terms
of speed and self-guided flow, so that even users who are not tech-savvy are easily able to complete the identity verification and authentication
processes

 Support a wide variety of devices. Our
cloud-based service is device agnostic and may be used to verify or authenticate users on any device with a camera, including shared devices,
digital kiosks, etc.

 Integrate quickly and easily. We offer
pre-integrated OIDC connections as well as integrations with several leading Identity and Access Management solutions.

 Offer broad identity document coverage.
We can verify identities using a wide spectrum of government-issued documents from around the world.

 Discontinued Operations

 On May 4, 2022, the Board of Directors of authID
(the "Board" or the "Board of Directors") approved a plan to exit from certain non-core activities comprising
the MultiPay correspondent bank payments services in Colombia and the Cards Plus cards manufacturing and printing business in South Africa
("Cards Plus business"). On August 29, 2022 the Company executed and completed the sale of the Cards Plus business. On June
30, 2023, the Company completed the sale of its legacy payments software by MultiPay. As of December 31, 2022, MultiPay S.A.S., and IDGS
S.A.S assets are presented as assets held for sale on the Company's Consolidated Balance Sheets and their operations together with
those of Cards Plus Pty Ltd., presented as discontinued operations in the Consolidated Statements of Operations during the years ended
December 31, 2023 and 2022, as they met the criteria for discontinued operations under applicable accounting guidance.

 Key Trends

 We believe that our financial results will be
impacted by several market trends in the identity verification and authentication markets, as well as expanding digital transformation
efforts across a wide range of market segments. These trends include:

 growing concerns over identity theft, fraud and
account takeover, resulting from the acceleration of digital transformation, for example online shopping and remote working and the growth
in AI assisted fraud;

 the growth in the sharing economy; and

 the increase in electronic payments and alternative
money transfer solutions provided by both bank and non-bank entities. The key drivers for these alternative payment methods are consumer
demands for safe, convenient payment transactions, with less friction.

 Our results are also impacted by the changes in
levels of spending on identity verification, management and security methods, and thus, negative trends in the global economy and other
factors which negatively impact such spending may negatively impact the growth in our revenue from those products. The global economy
has been undergoing a period of political and economic uncertainty and stock markets are experiencing high levels of volatility, and it
is difficult to predict how long this uncertainty and volatility will continue.

 We plan to grow our business by increasing the
use of our services by our existing customers, by adding new customers through our direct salesforce, channel partners and by expanding
into new markets and innovation. If we are successful in these efforts, we would expect our revenue to continue to grow.

 Going Concern

 The Company's consolidated financial statements
included in this Annual Report have been prepared in accordance with U.S. GAAP assuming the Company will continue on a going concern basis,
which implies the Company will continue to meet its obligations and continue its operations for the next year following the issuance date
of these financial statements.

 As of December 31, 2023, the Company had an accumulated
deficit of approximately $159.5 million. For the year ended December 31, 2023, the Company earned revenue of approximately $0.19 million,
used $8.4 million to fund its operations, and incurred a net loss from continuing operations of approximately $19.6 million. The continuation
of the Company as a going concern is dependent upon financial support from the Company's stockholders and noteholders, the ability
of the Company to obtain additional debt or equity financing to continue operations, the Company's ability to generate sufficient
cash flows from operations, successfully locating and negotiating with other business entities for potential acquisition and /or acquiring
new clients to generate revenues and cash flows.

 As discussed in "Liquidity and Capital Resources"
below, the Company secured additional financing during 2023 which provides funding for its current operations as it continues to invest
in its product, people, and technology. The Company projects that the investments will lead to revenue expansion thereby reducing liquidity
needs. However, in order to further implement its business plan and satisfy its working capital requirements, the Company will need to
raise additional capital. There is no guarantee that the Company will be able to raise additional equity or debt financing at acceptable
terms, if at all.

 There is no assurance that the Company will ever
be profitable. These consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability
and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue
as a going concern. As there can be no assurance that the Company will be able to achieve positive cash flows (become cash flow profitable)
and raise sufficient capital to maintain operations, there is substantial doubt about the Company's ability to continue as a going
concern.

 Subsequent Events

 On February 15, 2024, Mr. Joe Trelin tendered
his resignation as Chairman and a Director of the Company, effective immediately. On February 20, 2024, the board of directors of the
Company (the "Board") accepted his resignation and agreed to vest the unvested portion of an option granted to Mr. Trelin
June 28, 2023, amounting to 6,511 shares.

 Pursuant to Rule 5605(b)(1) of the Rules of the
Nasdaq Stock Market, ("Nasdaq"), a majority of the Board must be comprised of Independent Directors as defined in Rule 5605(a)(2).
As a result of Mr. Trelin's resignation, the Board currently consists of six directors of which three are considered Independent
Directors. The Company is currently in discussions with one or more candidates to be appointed as an additional Independent Director,
but no agreement has been reached regarding such appointment at this time. Pursuant to Rule 5605(b)(1)(A), the Company has a cure period,
within which to restore the majority of Independent Directors, expiring on the earlier of the date of the next Annual Meeting or one year
from the date of the vacancy (subject to a minimum period of 180 days from the date of the vacancy).

 On February 20, 2024, the Board appointed Michael
Thompson to the Audit Committee in compliance with Rule 5605(c)(2)(A) of the Nasdaq Rules.

 Related Party Transactions

 On June 6, 2023,
the Company entered into a services agreement with The Pipeline Group, Inc. ("TPG"). Ken Jisser, a director of the Company, is
the founder and CEO of TPG, a technology-enabled services company that aims to deliver business results for companies looking to build
a predictable and profitable pipeline. The agreement provides that TPG will assist in providing outsourced sales including business
development resources for outbound calling, provide support for automated dialing technology, classify customer data and other sales related
services for an initial term of one year. These services and their contracted pricing has been evaluated by Management based on historical
experience with similar providers and determined to be priced at fair, market rates. On October 25, 2023, and on December 19, 2023, the
Company entered into amendments to the above services agreement, pursuant to which TPG will provide certain additional services to the
Company. In consideration of the services, the Company will pay TPG $98,000 per month during the remainder of the initial one-year term
ending in June 2024. The foregoing is only a summary of the material terms of the agreements entered with TPG and does not purport
to be a complete description of the rights and obligations of the parties thereunder. The summary of the agreement entered with TPG is
qualified in its entirety by reference to the forms of such agreements, which were filed as exhibits to the Company's Current Report
and are incorporated by reference herein (See "Exhibits").

 The
Company has entered into various investment, credit and funding agreements with Mr. Stephen Garchik, which are summarized in the following
paragraphs. Mr. Garchik is now a holder of more than 10% of the issued and outstanding common stock of the Company. Mr. Garchik's
financial support for the Company has been a material factor in the continued operation of the Company over the period covered by this
Annual Report and its current financial position. Full details of these transactions are set forth in Item 13 "Certain Relationships
and Related Transactions and Director Independence" and in Note 8 "Related Party Transactions" to the Audited
Consolidated Financial Statements of the Company as of and for the years ended December 31, 2022 and 2023, which are exhibited hereto
(the "Consolidated Financial Statements").

 On March 21, 2022 the Company entered into the
Original Facility Agreement with Mr. Garchik, pursuant to which Mr. Garchik agreed to provide a $10.0 million unsecured standby line
of credit facility. On April 18, 2022, Joseph Trelin, as Garchik's designee under the Original Facility Agreement, was appointed
as a member of the Board of Directors of the Company. By virtue of such right of nomination Mr. Garchik considered himself a "director
by deputization".

 As described in Note 6 "Working Capital
Facility", to the Consolidated Financial Statements, the Original Facility Agreement was amended and restated effective March 8,
2023 pursuant to which amendment the amount of the facility was reduced to $3.6 million, and an initial advance of $900,000 was
made. Under the A&R Facility Agreement Garchik had a one-time right for the nomination of four designees specified in writing by Garchik
for appointment to our board of directors. On March 9, 2023 Rhoniel Daguro, Ken Jisser, Michael Thompson and Thomas Szoke as Garchik's
designees under the A&R Facility Agreement, were appointed as members of the Board of Directors of the Company. On May 25, 2023, the
Company and Mr. Garchik agreed to terminate the A&R Facility Agreement and satisfied and offset the outstanding balance of the Note
and accrued interest in the amount of $929,250 with the purchase price of 253,617 shares of common stock. In addition, Mr. Garchik
invested a further $1,000,000 on the same date. The purchase price of the shares issued in these two transactions was the same as the
purchase price paid by all other investors (who were not directors) in the same round and was the Nasdaq Official Closing Price in effect
on the date of the transaction.

 Further, On May 23, 2023, pursuant to an Exchange
Agreement, Mr. Garchik, exchanged a Convertible Note and accrued interest in the amount of $1,014,625 for 268,705 shares of
common stock. The price of the shares issued to Mr. Garchik under the Exchange Agreement was the same as the purchase price paid by all
other investors (who were not directors) pursuant to the Exchange Agreement and was the Nasdaq Official Closing Price in effect on the
date of the transaction. As a result of such exchange, the issuance of shares in satisfaction of the Credit Facility and the purchase
of additional shares of common stock as referenced above (See Note 9 "Shareholders' Equity" to the Consolidated Financial
Statements), Mr. Garchik is now a holder of more than 10% of the outstanding shares of the Company's common stock.

 On November 20, 2023, Mr. Garchik, purchased 166,667
shares of Company's common stock at a price of $1,000,000. The purchase price of the shares issued in this transaction was the same
as the purchase price paid by all other investors in the same round and was higher than the Nasdaq Official Closing Price in effect on
the date of the transaction.

 As further described in Item
13 "Certain Relationships and Related Transactions and Director Independence" and in Note 8 "Related Party Transactions"
to the Consolidated Financial Statements, the Company has entered into various equity investments and employment agreements with
Directors and Officers of the Company.

 Critical Accounting Policies and Estimates

 Our significant accounting policies are more fully
described in the notes to our consolidated financial statements. Those material accounting estimates that we believe are the most critical
to an investor's understanding of our financial results and condition are discussed immediately below and are particularly important
to the portrayal of our financial position and results of operations and require the application of significant judgment by our management
to determine the appropriate assumptions to be used in the determination of certain estimates.

 Use of Estimates

 In preparing these consolidated financial statements
in conformity with U.S. GAAP, management is required to make estimates and assumptions that may affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported
amount of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

 Revenue Recognition

 Revenue recognition policy for significant revenue generating activities
from continuing operations:

 All contracts are reviewed for their respective
performance obligations and related revenue and expense recognition implications. A performance obligation under the revenue standard
is defined as a promise to provide a "distinct" good or service to a customer and is the unit of account for revenue recognition.
The Company's revenues that are derived from the identity services could include multiple performance obligations. Additionally,
the contracts could include implementation services, or support on an "as needed" basis and we will review each contract and
determine whether such performance obligations are separate and distinct and apply the standard accordingly to the revenue and expense
derived from or related to each such service.

 Goodwill

 Goodwill is recorded when the purchase price paid
for an acquisition exceeds the fair value of net identified tangible and intangible assets acquired. The Company performs an annual impairment
test of goodwill and further periodic tests to the extent indicators of impairment develop between annual impairment tests. The Company's
impairment review process compares the fair value of the reporting unit to it carrying value, including the goodwill related to the reporting
unit utilizing qualitative considerations. To determine the fair value of the reporting unit, the Company may use various approaches including
an asset or cost approach, market approach or income approach or any combination thereof. These approaches may require the Company to
make certain estimates and assumptions including future cash flows, revenue and expenses. These estimates and assumptions are reviewed
each time the Company tests goodwill for impairment and are typically developed as part of the Company's routine business planning
and forecasting process. While the Company believes its estimates and assumptions are reasonable, variations from those estimates could
produce materially different results.

 During the year ended December 31, 2023 and 2022,
the Company's projection and assessment did not indicate that an impairment charge was required as its fair value was in excess
of carrying value.

 Stock-based compensation

 The Company has accounted for stock-based compensation
under the provisions of FASB ASC 718 – "Stock Compensation" which requires the use of the fair-value based method to
determine compensation for all arrangements under which employees and others receive shares of stock or equity instruments (stock options
and common stock purchase warrants). For both employee and non-employee awards, the fair market value of each stock option award is estimated
on the date of grant using the Black-Scholes and/or Monte-Carlo valuation models as appropriate that uses assumptions for expected volatility,
expected dividends, expected term, and the risk-free interest rate. Expected volatilities are based on historical volatility of the Company's
stock and other factors estimated over the expected term of the stock options. For employee awards, the expected term of options granted
is derived based on exercise history. We continually monitor exercise activity from the date of grant and consider our short history and
certain stock price growth during various periods to determine if expected term should be modified. The risk-free rate is based on the
U.S. Treasury yield curve in effect at the time of grant for the period of the expected term. The Company accounts for forfeitures of
employee awards as they occur.

 Adjusted EBITDA

 This discussion includes information about Adjusted
EBITDA that is not prepared in accordance with U.S. GAAP. Adjusted EBITDA is not based on any standardized methodology prescribed by U.S.
GAAP and is not necessarily comparable to similar measures presented by other companies. A reconciliation of this non-GAAP measure is
included below.

 Adjusted EBITDA is a non-GAAP financial measure
that represents U.S. GAAP net income (loss) adjusted to exclude (1) interest expense, (2) interest income, (3) provision for income taxes,
(4) depreciation and amortization, (5) stock-based compensation expense (stock options) and (6) certain other items management believes
affect the comparability of operating results. Other items included the following:

 Conversion expense of $7.5 million in 2023 and $0 in 2022

 Severance cost of $0.9 million in 2023 and $0.2 million in 2022

 Impairment loss of $0 in 2023 and $1.1 million in 2022

 Loss on debt extinguishment of $0.4 million in 2023 and $0 in 2022

 Management believes that Adjusted EBITDA, when
viewed with our results under U.S. GAAP and the accompanying reconciliations, provides useful information about our period-over-period
results. Adjusted EBITDA is presented because management believes it provides additional information with respect to the performance of
our fundamental business activities and is also frequently used by securities analysts, investors and other interested parties in the
evaluation of comparable companies. We also rely on Adjusted EBITDA as a primary measure to review and assess the operating performance
of our company and our management, and it will be a focus as we invest in and grow the business.

 Adjusted EBITDA has limitations as an analytical
tool, and you should not consider it in isolation from, or as a substitute for, analysis of our results as reported under GAAP. Some of
these limitations are:

 Adjusted EBITDA does not reflect our cash expenditures or
future requirements for capital expenditures or contractual commitments;

 Adjusted EBITDA does not reflect changes in, or cash requirements
for, our working capital needs;

 Although depreciation and amortization are non-cash charges,
the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash
requirements for such replacements;

 Adjusted EBITDA does not include the impact of certain charges
or gains resulting from matters we consider not to be indicative of our ongoing operations.

 Because of these limitations, adjusted EBITDA
should not be considered as a measure of discretionary cash available to us to invest in the growth of our business. We compensate for
these limitations by relying primarily on our U.S. GAAP results and using Adjusted EBITDA only as a supplement to our U.S. GAAP results.

 Reconciliation of Net Loss From Continuing Operations to Adjusted
EBITDA Continuing Operations

 2023

 2022

 Loss from continuing operations

 $
 (19,617,969
)

 $
 (23,675,310
)

 Addback:

 Interest expense

 1,108,458

 1,359,954

 Other expense (income)

 (98,230
)

 37,221

 Conversion expense

 7,476,000

 -

 Loss on debt extinguishment

 380,741

 -

 Severance cost

 855,279

 150,000

 255,858

 749,900

 Non-Cash recruiting fees

 438,000

 -

 Impairment losses

 -

 1,101,867

 Taxes

 2,864

 7,670

 Stock compensation

 487,398

 8,870,168

 Adjusted EBITDA continuing operations (Non-GAAP)

 $
 (8,711,601
)

 $
 (11,398,530
)

 The decrease in Adjusted EBITDA Loss From Continuing
Operations in 2023 compared to 2022 is principally due to cost saving measures taken in 2023 resulting in lower headcount costs and lower
third-party vendors costs. Additionally, a significant reduction in stock option expense is related to the reversal of the charge associated
with unvested performance-based grants when certain senior level executives departed the organization in 2023 and was offset by one-time
expenses related to the conversion of convertible debt to equity.

 Results of Operations and Financial Condition
for the Year Ended December 31, 2023 as Compared to the Year Ended December 31, 2022 – Continuing Operations

 Revenues, net

 During the year ended December 31, 2023, the Company
revenues from Verified software license were approximately $186,000 compared to approximately $157,000 for the year ended December 31,
2022. Verified software license revenue increased as we acquired new customers.

the year ended December 31, 2023, Legacy authentication services revenues were approximately $4,000 compared to approximately $371,000
for the year ended December 31, 2022. Revenue from Legacy authentication services dropped significantly due to one large customer, that
decommissioned a legacy product offering in 2022 and another large customer that had a one-off order in 2022.

 General and administrative expenses

 During the year ended
December 31, 2023, general and administrative expenses decreased by approximately $6.8 million compared to the year ended December 31,
2022, principally due to lower stock-based compensation expenses as well as the Company's cost saving measures resulting in lower
headcount costs and lower third-party vendor costs.

 Research and development expenses

 During the year ended December 31, 2023, research
and development expenses decreased by approximately $3.5 million compared to the year ended December 31, 2022, principally due to lower
stock-based compensation expenses as well as the Company's cost saving measures resulting in lower headcount costs and lower third-party
vendor costs.

 Depreciation and amortization expense

 During the year ended December 31, 2023, depreciation
and amortization decreased by approximately $0.5 million compared to the year ended December 31, 2022, as the Company reduced the value
of certain legacy business assets in 2022.

 Interest expense

 Interest
expense during the year ended December 31, 2023 compared to the year ended December 31, 2022 decreased by $0.3 million, principally
due to the exchange of Convertible Notes for common stock in May 2023.

 Discontinued operations

 The Board of Directors of authID considers it
in the best interests of the Company to focus its business activities on providing biometric authentication products and services by means
of our proprietary Verified platform. Accordingly, on May 4, 2022, the Board approved a plan to exit from certain non-core activities
comprising the MultiPay correspondent bank, payments services in Colombia and the Cards Plus cards manufacturing and printing business
in South Africa.

 Cards Plus business in South Africa

 On August 29, 2022, the Company completed the
sale of Cards Plus for a price of $300,000 of which $150,000 was received and the remaining balance of $150,000 was recorded in other
current asset, less $3,272 in costs to sell, and recognized a loss of $188,247 from the transaction. While the Company and Cards Plus
continue to actively pursue payment of the remaining balance of $150,000, which is subject to regulatory approval, management re-evaluated
the likelihood of recovery and recorded an allowance for doubtful account during the 3 months ending September 30, 2023 related to the
collection of the receivable.

 MultiPay business in Colombia

 The Company exited the MultiPay business in Colombia
but still maintains an authID customer support and operations team in Bogota, which performs essential functions to support the global
operations of our Verified product.

 In June 2023, MultiPay finalized the sale of the
Company's proprietary software to its major customer for approximately $96,000. As a result, the Company recognized a gain of approximately
$216,000 which included the release of a foreign currency translation gain of approximately $155,000.

 The financial statements of Cards Plus and MultiPay
had been classified as discontinued operations as of December 31, 2023 and 2022, under generally accepted accounting principles.

 Ukraine & Middle East

 The war in Ukraine and the Middle East may impact
the Company and its operations in a number of different ways, which are yet to be fully assessed and are therefore uncertain. The Company's
principal concern is for the safety of the personnel who support from those regions. The Company works with third party sub-contractors
for outsourced services, including software engineering and development, some of whom are based in Eastern Europe. The Company also works
with outsourced engineers and developers and third-party providers in other parts of the world, including the United States, Europe, India,
and Latin America. While the continuing impact of this conflict and the response of the United States and other countries to it by means
of trade and economic sanctions, or other actions is still unknown, it could disrupt our ability to work with certain contractors. The
Company has taken steps to diversify its sub-contractor base, which may in the short term give rise to additional costs and delays in
delivering software and product upgrades.

 The uncertainty impacting and potential interruption
in energy and other supply chains resulting from military hostilities in Europe and the Middle East and the response of the United States
and other countries to it by means of trade and economic sanctions, or other actions, may give rise to increases in costs of goods and
services generally and may impact the market for our products as prospective customers reconsider additional capital expenditure, or other
investment plans until the situation becomes clearer. On the other hand, the threat of increased cyber-attacks from multiple threat actors,
including state-sponsored organizations may prompt enterprises to adopt additional security measures such as those offered by the Company.

 For so long as the hostilities continue and perhaps
even thereafter as the situation in Europe and the Middle East unfolds, we may see increased volatility in financial markets and a flight
to safety by investors, which may impact our stock price and make it more difficult for the Company to raise additional capital at the
time when it needs to do so, or for financing to be available upon acceptable terms. All or any of these risks separately, or in combination
could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

 Macro-Economic Conditions

 The global economy has been undergoing a period
of political and economic uncertainty and stock markets are experiencing high levels of volatility, and it is difficult to predict how
long this uncertainty and volatility will continue. The continuing wars in Ukraine and the Middle East, inflationary pressures, rising
energy prices and increases in interest rates have impacted the United States and other major economies and have created uncertainty regarding
a possible recession. As a result, many businesses, especially in the technology sector have made significant cut-backs in expenditure,
including reductions in force and investment freezes. Our sales and results are also impacted by the changes in levels of spending on
identity verification, management and security methods, and thus, negative trends in the global economy and other factors which negatively
impact such spending may negatively impact the growth of our revenue from those products.

 Liquidity
and Capital Resources

 As of December 31, 2023, current assets were $10.9
million and current liabilities outstanding amounted to $1.7 million which resulted in net working capital of $9.2 million.

 Net cash used by operating activities was $8.4
million for the year ended December 31, 2023 compared to $12.8 million in 2022. Cash used in operations for 2023 and 2022 was primarily
the result of funding the business operations as the Company invested in people and product. However, the Company's cost savings
measures reduced the year over year levels.

 Net cash generated/(used) in investing activities
in 2023 and 2022 was approximately $75,000 and ($182,000) as the Company received proceeds from the sale of its discontinued businesses.

 Net
cash provided by financing activities for 2023 was approximately $15.4 million, compared to $10.2 million in 2022. Cash provided by financing
activities in 2023 consisted primarily of the net proceeds from the sale of common stock in May 2023 and November 2023 and a $0.5
million initial drawdown net of debt issuance costs under the Company's A&R Facility Agreement.

 In 2024, the Company will continue to be opportunistic
and judicious in raising additional funds to support its operations and investments as it creates a sustainable organization. There is
no guarantee that such financing will be available if available on acceptable terms.

 Our growth-oriented business plan to offer products
to our customers will require continued capital investment. Research and development activities and technology deployment will require
continued investment.

 The Company projects that the current and past
investments in technology and systems will lead to revenue expansion thereby reducing liquidity needs. However, to further implement its
business plan and satisfy its working capital requirements, the Company will need to raise more capital. There is no guarantee that the
Company will be able to raise additional equity or debt financing at acceptable terms, if at all. We expect that we will need additional
funding in the 4 th quarter of 2024.

 There is no guarantee that our current business
plan will not change, and because of such change, we will need additional capital to implement such business plan. Further, assuming we
achieve our expected growth plan, of which there is no guarantee, we will need additional capital to implement growth beyond our current
business plan. As a result of these factors, there is substantial doubt about the Company's ability to continue as a going concern.

 Description of Indebtedness

 As described in Item 1A, (Risk Factors) the Company
has a history of losses and may not be able to achieve profitability in the near term. The Company has not been able to achieve positive
cash flows from operations and raised additional financing in 2023 and 2022 from the sale of equity and convertible notes.

 As of December 31, 2023, the Company has a series
of Senior Secured Convertible Notes outstanding for approximately $0.25 million due in March 2025.

 See Notes 6 and 7 of the Consolidated Financial
Statements for additional information associated with the credit facility and convertible notes payable.

 Equity Financing

 See Note 9 of the Consolidated Financial Statements
for additional information associated with equity financing in 2023 and 2022.

 2023 Common Stock Transactions

 Between May 23 and June 7, 2023, the Company entered into a securities purchase agreement with accredited investors (the "Purchase Agreement"), pursuant to which the Company agreed to issue and sell, in a public offering an aggregate of 1,113,828 shares (the "Registered Shares") of the Company's common stock and in a concurrent private placement 1,121,482 shares (the "PIPE Shares") of Common Stock (the "May 2023 Offering") at a per share price between $3.664 and $5.632 per share (or $4.00 if the purchaser is a director of the Company). The purchasers under the Purchase Agreement included Garchik and four directors of the Company, including the Chief Executive Officer and Chairman of the Board of Directors.

 On May 23, 2023, pursuant to a Securities Purchase Agreement, Mr. Garchik capitalized the outstanding principal balance of $900,000 under the Initial Promissory Note, into 245,634 shares of common stock, respectively.

 Between May 23 and June 7, 2023, the Company entered into an exchange agreement with certain holders ("Holders") of the March 2022 Senior Secured Convertible Notes (the "Convertible Notes") of the Company (the "Exchange Agreement"), pursuant to which the Company issued 2,348,347 shares (the "Exchange Shares") of common stock to the Holders in exchange for the Holders' Convertible Notes (the "Note Exchange") at a per share price between $3.776 and $5.80 per share (or $4.12 if the Holder is a director, officer or insider of the Company.

 On November 20, 2023, authID Inc. (the " Company ") entered into a securities purchase agreement with accredited investors (the " November Purchase Agreement "), pursuant to which the Company agreed to issue and sell, in a registered offering (the " November Offering ") an aggregate of 1,574,990 shares of the Company's common stock at a per share price of $6.00. The purchasers under the November Purchase Agreement included Stephen J. Garchik and three directors of the Company, including the Chief Executive Officer and Chairman of the Board of Directors.

 The Company issued 111,516 shares of common stock for approximately $388,000 of interest accrued under the Convertible Notes and Credit Facility.

 2022 Common Stock Transactions

 On March 18 and March 21, 2022, the Company entered into Subscription Agreements (the "Subscription Agreements") with an accredited investor and certain members of authID's management team (the "PIPE Investors"), and, pursuant to the Subscription Agreements, sold to the PIPE Investors a total of 132,940 shares of our common stock at prices of $24.24 per share for an outside investor and $29.60 per share for the management investors (the "PIPE"). The aggregate gross proceeds from the PIPE are approximately $3.3 million.

 The Company issued a total of 3,562 shares of our common stock to the Note Investors as an additional origination fee.

 On March 21, 2022, the Company entered into a Facility Agreement with a current shareholder and noteholder of the Company, pursuant to which the shareholder agreed to provide the Company a $10.0 million unsecured standby letter of credit facility. Pursuant to the Credit Facility, the Company paid a facility commitment fee of 12,500 shares of our common stock with a fair market value of $24.24 per share upon the effective date of the Credit Facility.

 During the year ended December 31, 2022, a holder of a Convertible Note converted the full principal amount of $50,000 and accrued interest of $406 into 1,690 and 17 shares of our common stock, respectively.

 During the year ended December 31, 2022, the Company issued 59,981 shares of common stock for approximately $696,000 of interest related to the Convertible Notes. See Note 9 for details.

 Certain warrant, stock option and convertible note holders exercised their respective warrants and stock options and conversion right and were issued approximately 44,152 shares of our common stock.

 Off-Balance Sheet Arrangements

 We have no off-balance sheet financing arrangements.

 Contractual Obligations

 As of December 31, 2023, the Company had the following contractual
obligations.

 Payments due by period

 Less than

 More than

 Contractual Obligations

 Total

 1 year

 1-3 years

 3-5 years

 5 years

 Convertible Notes Payable

 $
 245,000

 $
 -

 $
 245,000

 $
 -

 $
 -

 Long Term Severance

 -

 -

 $
 -

 $
 570,000

 $
 -

 $
 570,000

 $
 -

 $
 -

 Item 8. Financial Statements and Supplementary Data

 Our consolidated financial statements and notes
thereto and the report of our independent registered public accounting firm (PCOAB ID 00677), are set forth on pages F-1 through F-31
of this report.

 Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure

 None

 Item 9A. Controls and Procedures

 Evaluation of Disclosure Controls and Procedures

 As of the end of the period covered by this Annual
Report, our Chief Executive Officer and Chief Financial Officer performed an evaluation of the effectiveness of our disclosure controls
and procedures as defined in Rules 13a-15 and 15d-15(e) of the Exchange Act. Based on the evaluation, the Chief Executive Officer and
Chief Financial Officer concluded that, as of December 31, 2023, the Company's disclosure controls and procedures are effective
to ensure that the information required to be disclosed by the Company in the report that it files or submits under the Exchange Act is
recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms.

 Management's Report on Internal Control Over Financial Reporting

 The Company's management is responsible
for establishing and maintaining adequate internal control over financial reporting for the Company, as defined in Rules 13a-15(f) and
15d-15(f) under the Securities Exchange Act of 1934, as amended. Our internal control over financial reporting is designed to provide
reasonable, but not absolute, assurance regarding the reliability of financial reporting and the preparation of financial statements in
accordance with U.S. accepted accounting principles. Our management, including the Chief Executive Officer and Chief Financial Officer,
does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all
errors and all fraud. A control system, no matter how well-designed and operated, can provide only reasonable, not absolute, assurance
that the control system's objectives will be met. The design of a control system must reflect the fact that there are resource constraints,
and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems,
no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues
and instances of fraud, if any, have been detected and such evaluation is subject to the risks discussed in item 1A – Risk Factors
of this Report.

 The Company's management assessed the effectiveness
of the Company's internal control over financial reporting as of December 31, 2023, 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, 2023.

 Material Weakness in Internal Control Over Financial Reporting

 During the three months ended June 30, 2023, the
Company identified a material weakness in its internal control over financial reporting related to the review of accounting treatment
for the Convertible Notes exchange. The Convertible Note exchange transaction which gave rise to this issue (See Note 7 "Convertible
Notes Payable") was a complex and infrequent transaction, which required particular accounting treatment. The correct accounting
treatment was not immediately identified by the Company, due to the Company's limited resources available for advanced technical
analysis and advice, similar to other companies of our size. The correct accounting treatment was identified and reflected prior to filing
of the quarterly report on Form 10-Q for the quarter ended June 30, 2023 and no previously published financial statements were impacted
by this issue.

 We remediated this material weakness and put in
place a process to undertake an ongoing review of the Company's activities during each quarter to identify the potential complex
accounting matters and, if necessary, to engage a professional certified public accounting advisory firm to review the proposed accounting
treatment on these complex accounting matters that may arise in the future.

 A material weakness is a deficiency, or combination
of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement
of the company's annual or interim financial statements will not be prevented or detected on a timely basis.

 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.

 Item 9B. Other Information

 During the quarter
ended December 31, 2023, 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.

 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections.

 Not applicable.

 Item 10. Directors, Executive Officers, and Corporate Governance;

 The current Directors and Officers of the Company are as follows:

 Name

 Age

 Position (s) and Offices Held

 Rhoniel A. Daguro

 Director and Chief Executive Officer

 Edward C. Sellitto

 Chief Financial Officer

 Thomas R. Szoke

 Director, Chief Technology Officer

 Ken Jisser

 Michael L. Koehneman* (1)(2)

 Michael C. Thompson (1)(2)(3)

 Jacqueline L. White* (1)(3)

 *
 denotes Committee Chair

 (1)
 Audit Committee

 (2)
 Governance Committee

 (3)
 Compensation Committee

 Rhoniel A. Daguro

 Mr. Daguro joined our
company as a director on March 9, 2023 and was appointed CEO on March 23, 2023. He has over 20 years of sales, marketing, technology,
and venture capital experience. He has built multiple profitable software and professional services firms. Most recently, from 2018 to
2022, he served as the Chief Revenue Officer of Socure Inc. Prior to that, Mr. Daguro held various executive sales positions with Persistent
Systems, Hortonworks, and Oracle.

 Edward C. Sellitto

 Mr.
Sellitto joined authID as Chief Financial Officer of the Company on August 15, 2023. Mr. Sellitto has over 15 years of experience in Financial
Management and Revenue Operations roles supporting a wide range of industries and company sizes, from startups to Fortune 100 organizations.
Most recently, from December 2022 through present, he served as Vice President, Revenue
Operations at Zero Hash, a Digital Asset-as-a-Service infrastructure provider. From February 2022 through December 2022, Mr. Sellitto
served as the Head of Go-To-Market Financial Planning and Analysis for Sprinklr (NYSE: CXM) and at various roles including Director –
Sales Operations and VP – Revenue Operations with Socure from May 2019 through February 2022. Further, from 2018 to 2019, Mr. Sellitto
served as the Director – Sales Operations for SmartSource Rentals. Ed
holds an MBA in Corporate Finance and Strategy from the Stern School of Business at New York University.

 Thomas R. Szoke

 Mr. Thomas Szoke is a
co-founder of authID and has over 35 years of executive management, solutions engineering, and operations management experience in Government
Security, Identity Access Management and SaaS solutions industries. He rejoined the Company as a Director on March 9, 2023 and in April
2023 became the Company's Chief Technology Officer. Mr. Szoke previously served as a Director and the Company's Chief Solutions
Architect and has held several other executive positions since its inception, from 2013 through 2021. He has also expanded the Company's
market presence and product portfolio through technological innovation and global strategic partnerships. Mr. Szoke has been issued several
US and international patents focused on identity solutions and has pioneered the concept and development of different product lines for
the Company including its Multi-Factor Out-of-Band Identity and Transaction Authentication Platform. From 2021 to 2023, he was an independent
consultant for the Company and others.

 Ken Jisser

 Mr. Jisser joined authID
on March 9, 2023. He is the Founder & CEO of The Pipeline Group, Inc., a technology-enabled services company that aims to deliver
business results for companies looking to build predictable and profitable pipeline. Mr. Jisser founded the company in his garage in 2017,
and it reached #415 among the fastest growing private companies in America, according to Inc. Magazine rankings published in 2021. Prior
to that, Mr. Jisser served as GTM Advisor at Druva Inc., where he rebuilt the global inside sales team.

 Michael L. Koehneman

 Mr. Koehneman joined our company as a Director
on June 9, 2021. Mr. 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. Advisory Operations Leader from
2005 through 2016 responsible for the oversight of Advisory services for PwC, including business unit performance, finance, investments,
human resources, acquisitions, and administration, and the Lead Engagement Partner for Financial Statement Audits and Internal Control
and Security Reviews from 1993 through 2004 for several public and private company audits. Since 2020 he has also served as a director
and member of the Audit Committee of Aspen Group, Inc.

 Michael C. Thompson

 Mr. 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. Since 2022, Mr. 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. Mr. 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.

 Jacqueline L. White

 Ms. White joined our company as a Director on
June 9, 2021. Ms. White has been a leader in enterprise technology software and IT consulting for the past 25 years. Ms. White has held
global positions at SAP, Oracle, and Accenture, always leading diverse, high performing organizations around the world. In May 2023 Ms.
White became President of i2C Inc, which operates a global payments and digital banking platform. Prior to that, Ms. White joined the
Executive Management Team of Temenos AG (Six: TEMN), a company specializing in enterprise software for banks and financial services, as
the President of the Americas Region in January 2021. Ms. White led the Banking & Capital Markets line of business of DXC Technology
Co. (NYSE: DXC) as Senior Vice President and Practice Lead from September 2019 to January 2021. From January 2018 through September 2019,
Ms. White served as the Chief Revenue Officer of Saltstack, a VM Ware Company, and from January 2015 through January 2018 as Global Senior
Vice President Global FSI Consulting for SAP (NYSE: SAP). Prior to joining SAP, Ms. White held various positions with Accenture Services
Pvt. Ltd., Oracle, BearingPoint and Novell. Ms. White was named by Utah Business Magazine as "Top Executives to Watch" in
July 2020. Ms. White received a BA in Comparative Literature from Brigham Young University and a Leadership Certificate from Boston University.

 Board & Committees

 Board meetings during calendar year ended 2023

 During 2023, the Board of Directors held fourteen
meetings as well as committee meetings, as outlined below and meetings of the Special Committee and Pricing Committee that were formed
for the purposes of approval of the separate funding transactions in May and November 2023. 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 meeting which one director was
not able to attend. The Board also approved certain actions by unanimous written consent.

 Committees established by the Board

 The Board of Directors has standing Audit, Compensation,
and Governance Committees. Information concerning the function of each Board committee follows.

 Audit Committee

 The Audit Committee is responsible for overseeing
management's implementation of effective internal accounting and financial controls, supervising matters relating to audit functions,
reviewing and setting internal policies and procedures regarding audits, accounting and other financial controls, reviewing the results
of our audit performed by the independent public accountants, and evaluating and selecting the independent public accountants. The Audit
Committee has adopted an Audit Committee Charter which is posted on the Corporate Governance page under the tab labeled "Board Committees"
on our Investor Relations website at  The Board has designated the Chair of the Committee as the "audit
committee financial expert" as defined by the SEC. During 2023, the Audit Committee held five meetings. The Committee also approved
certain actions by unanimous written consent.

 Compensation Committee

 The Compensation Committee determines matters
pertaining to the compensation of our named executive officers and administers our stock option and incentive compensation plans. The
Compensation Committee has adopted a Compensation Committee Charter which is posted on our which is posted on the Corporate Governance
page under the tab labeled "Board Committees" on our Investor Relations website at  During 2023,
the Compensation Committee held three meetings and also approved certain actions by unanimous written consent.

 Governance Committee

 The Governance Committee is responsible for considering
potential Board members, nominating Directors for election to the Board, implementing the Company's corporate governance policies,
recommending compensation for the Board and for all other purposes outlined in the Governance Committee Charter, which is posted on the
Corporate Governance page under the tab labeled "Board Committees" on our Investor Relations website at
During 2023, the Governance Committee held one meeting.

 Nomination of Directors

 As provided in its charter, the Governance Committee
is responsible for identifying individuals qualified to become directors. The Governance Committee seeks to identify director candidates
based on input provided by a number of sources including (1) the Governance Committee members, (2) our other directors, (3) our stockholders,
(4) our Chief Executive Officer or Chair of the Board, and (5) third parties such as service providers. In evaluating potential candidates
for director, the Governance Committee considers the entirety of each candidate's credentials.

 Qualifications for consideration as a director
nominee may vary according to the particular areas of expertise being sought as a complement to the existing composition of the Board
of Directors. However, at a minimum, candidates for director must possess:

 high personal and professional ethics and integrity;

 the ability to exercise sound judgment;

 the ability to make independent analytical inquiries;

 a willingness and ability to devote adequate
time and resources to diligently perform Board and committee duties; and

 the appropriate and relevant business experience
and acumen.

 Except as set forth below, during the year ended December 31, 2023,
there have been no material changes to the procedures by which security holders may recommend
nominees to our board of directors.

 Effective March 8, 2023 the Original Facility Agreement with Mr. Garchik
was amended and restated by virtue of the A&R Facility Agreement. Pursuant to that amendment Garchik's right to designate a
person for nomination as a director under the Original Facility Agreement was terminated. Under the A&R Facility Agreement Garchik
had a one-time right for the nomination of four designees specified in writing by Garchik for appointment to our board of directors. On
March 9, 2023 Rhoniel Daguro, Ken Jisser, Michael Thompson and Thomas Szoke as Garchik's designees under the A&R Facility Agreement,
were appointed as members of the Board of Directors of the Company. Thereafter, no security holder had or has any contractual right to
recommend or designate nominees to our board of directors.

 Legal Proceedings

 There are currently no legal proceedings, and
during the past 10 years there have been no legal proceedings, that are material to the evaluation of the ability or integrity of any
of our directors.

 Family Relationships

 There are no family relationships among our directors
and executive officers. There is no arrangement or understanding between or among our executive officers and directors pursuant to which
any director or officer was or is to be selected as a director or officer.

 Involvement in Certain Legal Proceedings

 To our knowledge, during the last ten years, none
of our directors and executive officers has:

 Had a bankruptcy petition filed by or against
any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years
prior to that time.

 Been convicted in a criminal proceeding or been
subject to a pending criminal proceeding, excluding traffic violations and other minor offenses.

 Been subject to any order, judgment or decree,
not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring,
suspending or otherwise limiting his involvement in any type of business, securities or banking activities.

 Been found by a court of competent jurisdiction
(in a civil action), the SEC, or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities
law, and the judgment has not been reversed, suspended or vacated.

 Been the subject to, or a party to, any sanction
or order, not subsequently reverse, suspended or vacated, of any self-regulatory organization, any registered entity, or any equivalent
exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

 To
our knowledge, none of our directors and executive officers has at any time been subject to any proceedings:

 that were initiated by any regulatory, civil or criminal agency

 in which claims alleging fraud were asserted and seeking damages in excess
of $100,000

 Code of Ethics

 We have adopted a Code of Business Conduct and
Ethics Policy (the "Code of Ethics") that applies to all directors and officers, which is posted on the Corporate Governance
page under the tab labeled "Board Committees" on our Investor Relations website at  The Code of
Ethics describes the legal, ethical and regulatory standards that must be followed by the directors and officers of the Company and sets
forth high standards of business conduct applicable to each director and officer. As adopted, the Code of Ethics sets forth written standards
that are designed to deter wrongdoing and to promote, among other things:

 honest and ethical conduct, including the ethical
handling of actual or apparent conflicts of interest between personal and professional relationships;

 compliance with applicable governmental laws,
rules and regulations;

 the prompt internal reporting of violations of
the Code of Ethics to the appropriate person or persons identified in the code; and

 accountability for adherence to the Code of Ethics.

 Delinquent Section 16(a) Reports

 Section 16(a) of the Securities Exchange Act of
1934, as amended, requires our directors and executive officers and persons who own more than 10% of the issued and outstanding shares
of our common stock to file reports of initial ownership of common stock and other equity securities and subsequent changes in that ownership
with the SEC. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies of
all Section 16(a) forms they file. 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, 2023 all Section 16(a) filing requirements
applicable to our officers, directors and greater than 10% beneficial owners were complied with.

 Item 11. Executive Compensation

 The below table sets forth information concerning
all cash and non-cash compensation awarded to, earned by or paid to (i) all individuals serving as the Company's principal executive
officers or acting in a similar capacity during the last two completed fiscal years, regardless of compensation level, and (ii) the Company's
two most highly compensated executive officers other than the principal executive officers serving at the end of the last two completed
fiscal years (collectively, the "Named Executive Officers").

 SUMMARY COMPENSATION TABLE

 Non-Equity

 All

 Option

 Incentive Plan

 Other

 Salary

 Bonus

 Awards

 Compensation

 Compensation

 Total

 Name and
 Title

 Year

 ($)

 ($)

 ($)

 ($)

 ($)

 ($)

 Rhoniel Daguro

 2023

 310,769

 225,000

 1,185,100

 -

 8,000

 1,728,869

 CEO (1)

 2022

 -

 -

 -

 -

 -

 -

 Thomas Thimot

 2023

 76,458

 -

 -

 -

 327,167

 403,625

 Former CEO (2)

 2022

 -

 -

 5,253

 330,253

 2023

 188,490

 140,833

 221,145

 -

 5,234

 555,702

 Chief Solutions
 Architect and Former Director (3)

 2022

 -

 -

 -

 -

 -

 -

 Edward Sellitto

 2023

 94,712

 57,123

 315,303

 -

 2,188

 469,326

 CFO (4)

 2022

 -

 -

 -

 -

 -

 -

 Hang Thi Bich Pham

 2023

 171,875

 -

 -

 -

 303,840

 475,715

 CFO (5)

 2022

 147,019

 25,000

 768,170

 -

 3,025

 943,214

 (1)
 Mr. Rhoniel A. Daguro, a director of the Company, was hired as Chief Executive Officer of the Company
in consideration of an initial annual salary of $400,000. Mr. Daguro will be eligible for an annual target bonus of up to $375,000 based
on performance milestones. For the period ending March 31, 2024, 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. Mr. Daguro has earned a bonus of $225,000 in 2023 for non-equity incentive compensation based on Bookings in
2023. For subsequent years, Mr. Daguro and the Compensation Committee of the Board will mutually agree as to the performance targets to
earn for the annual bonus. Additionally, the Company provided Mr. Daguro with an initial grant of options ("Initial Grant")
to purchase 306,875 shares of common stock for a period of ten years vesting subject to achievement of performance and service conditions,
at an exercise price of $3.176 per share. Pursuant to his offer letter the Company granted Mr. Daguro additional options to acquire 183,125
shares of common stock for a period of ten years vesting subject to achievement of performance and service conditions (the "Additional
Grant") at an exercise price of $5.48 per share. The aggregate grant date fair market value of Mr. Daguro's stock options
was $1,185,100. Mr. Daguro has not exercised or realized a gain on his vested stock options as of the date of this report's submission.
All other compensation is primarily the Company's 401(k) match for the fiscal year 2023.

 The Company also entered an Executive
Retention Agreement with Mr. Daguro, 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. Daguro 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. Daguro for the cost of continuation of health coverage for Mr. Daguro and his eligible dependents pursuant to COBRA until the earlier
of 12 months following the termination date, the date Mr. Daguro and his dependents are eligible for health coverage from a new employer
or the date Mr. Daguro and his eligible dependents are no longer eligible for COBRA.

 Additionally, Mr. Daguro prior to being
appointed as Chief Executive Officer received $2,000 for Director's Compensation in 2023.

 (2)
 Mr. Thomas Thimot was hired as Chief Executive Officer on June 14, 2021. Mr. Thimot and the Company entered
into an Offer Letter pursuant to which Mr. Thimot will earn an annual salary of $325,000 with a bonus target at 50% of the base salary
(pro-rated for 2021) upon terms to be agreed with the Compensation Committee for 2021, which was finally determined to be $75,000 and
on the understanding that the 2022 target will include a requirement of the Company achieving three times the annual revenue of 2021.
The Compensation Committee approved a bonus of $75,000 for 2021 on January 25, 2022. Additionally, Mr. Thimot was granted an option to
acquire 150,000 shares of common stock at an exercise price of $62.40 per share for a term of ten years of which half of the options vest
monthly over four years and the balance is subject to certain performance vesting requirements. The grant date fair market value of Mr.
Thimot's stock options was $5,272,000. Mr. Thimot has not exercised or realized a gain on his vested stock options as of the date
of the submission of this report. All other compensation besides Mr. Thimot's separation benefits is primarily the Company's
401(k) match for the fiscal year 2023 and 2022. Mr. Thimot resigned as CEO on March 6, 2023, which became effective on his successor's
appointment on March 23, 2023.

 On March 23, 2023, the Company and Thomas
Thimot entered into a Confidential Separation Agreement and General Release for the purposes of separation of Mr. Thimot from the Company
as Chief Executive Officer and an employee by mutual consent and settling, compromising and resolving all claims between them. Mr. Thimot's
resignation was effective March 23, 2023. In addition to the Company paying all accrued but unpaid salary and providing reimbursement
for all outstanding expenses, the Company has agreed to pay Mr. Thimot $325,000 which shall be deferred until the earlier of April 1,
2025 and a change of control of the Company. Mr. Thimot will also be eligible for certain health benefits. The exercise period with respect
to Mr. Thimot's stock option to acquire 32,812 shares of common stock at an exercise price of $62.40 per share was extended through
March 23, 2027. All unvested grants or other equity awards lapsed and are no longer exercisable as of the separation date.

 (3)
 Thomas R. Szoke, a director of the Company agreed to serve
as Chief Technology Officer of the Company on April 12, 2023 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.
Mr. Szoke has earned a bonus of $120,000 in 2023 for non-equity incentive compensation based on Bookings in 2023. 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 12,500 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. On June 28, 2023, the Company made an additional
grant of options to Mr. Szoke to acquire 50,000 shares of common stock at the exercise price of $5.48 per share for a period of ten years
vesting subject to achievement of performance and service conditions. The grant date fair market value of the two option grants was $182,000.
Additionally, on December 21, 2023, the Company granted Mr. Szoke options to acquire 5,000 shares of common stock at an exercise price
of $9.25 for ten years, vesting over twelve months. The grant date fair market value of the option grant was $39,145.

 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.

 Additionally, Mr. Szoke prior to being
appointed as Chief Executive Officer received $4,000 for Director's Compensation in 2023.

 (4)
 Edward Sellitto was hired as Chief Financial Officer of the Company on July 31, 2023 in consideration
of an annual salary of $250,000. Mr. Sellitto will be eligible for an annual target bonus of up to 60% of base salary based on achievement
of performance milestones, as Mr. Sellitto and the Compensation Committee of the Board, will mutually agree for each year. The target
bonus was pro-rated for the 2023 year and is $57,123. At the outset of employment, Mr. Sellitto was provided with a grant of options to
purchase 50,000 shares of common stock vesting subject to achievement of performance and service conditions at an exercise price of $8.87,
with an exercise period of 10 years. The grant date fair market value of the option grant was $260,500. The employment of Mr. Sellitto
will be at will and may be terminated at any time, with or without formal cause. Additionally, on December 21, 2023, the Company granted
Mr. Selitto options to acquire 7,000 shares of common stock at an exercise price of $9.25 for ten years, vesting over twelve months. The
grant date fair market value of the option grant was $54,803. Mr. Selitto has not exercised or realized a gain on his vested stock options
as of the date of the submission of this report. All other compensation is primarily the Company's 401(k) match for the fiscal year
2023.

 (5)
 Ms. Pham was hired as Chief Financial Officer on April 25, 2022
and commenced employment on June 20, 2022. Ms. Pham and the Company entered an Offer Letter pursuant to which Ms. Pham received a signing
bonus of $25,000 and will earn an annual salary of $275,000 with a bonus target at 40% of the base salary (pro-rated for 2022). In addition,
Ms. Pham was granted an option to acquire 43,750 shares of common stock at an exercise price of $19.28 per share for a term of ten years
of which half of the options vest monthly over four years and the balance is subject to certain performance vesting requirements. The
grant date fair market value of Ms. Pham's stock options was $722,750. In December 2022, Ms. Pham was granted an option to purchase
7,500 shares of common stock at an exercise price of $6.32 per share for a term of ten years which will vest over one year period at
the aggregate grant date fair market value of $45,000. Mr. Pham has not exercised or realized a gain on her vested stock options as of
the date of the submission of this report. All other compensation is primarily the Company's 401(k) match for the fiscal year 2023.
On May 11, 2023, the Company and Ms. Annie Pham, the CFO of the Company, entered a Retention Agreement, pursuant to which the Company
agreed to provide specified retention bonus amounts subject to certain performance conditions in the aggregate amount of up to $240,625
and to accelerate the vesting on her equity awards upon termination. Mr. Pham also received one-year of medical coverage for an aggregate
cost of $57,715. This Agreement replaces the previous Executive Retention Agreement dated April 25, 2022, which was terminated, and a
release granted in relation thereto. Ms. Pham resigned on August 15, 2023.

 The above references for stock option grants should
be read with Note 9 of the Notes to Financial Statements – Stockholder's Equity – Stock Option Issuances.

 On October 6, 2023, the Board adopted the Company's
Policy for the Recovery of Erroneously Awarded Compensation, in accordance with Nasdaq Rule 5608 ("Clawback Policy"). The
Clawback Policy provides for the reasonably prompt recovery by the Company of Incentive Based Compensation paid to a Covered Person (an
executive officer and certain other specified senior employees), to the extent erroneously awarded, following an Accounting Restatement
by the Company. The Clawback Policy applies to all Incentive Based Compensation paid after the date of adoption of the Clawback Policy.
(All capitalized terms in this paragraph are as defined in the Clawback Policy). The foregoing description of the Clawback Policy is not
complete and is qualified in its entirety by reference to the full text of the Clawback Policy which was filed as an exhibit to the Quarterly
Report on Form 10-Q for the period ended September 30, 2023 and is incorporated by reference herein.

 Other than the 401(k) retirement plan which allows
employer match of 100% of up to 3% employee 401(k) payroll contribution and 50% of 3%-5% employee 401(k) payroll contribution, the Company
currently has no other retirement, pension, or profit-sharing plan covering its officers and directors. The Company provides medical benefits
on a cost sharing basis and has a dental plan which is fully paid by the employees cost. (See "Executive Agreements" below.)

 Grant of Plan-Based Awards

 During the calendar year ended December 31, 2023, the following grants
were made to named executive officers:

 The Company granted to Mr. Daguro stock options to acquire 490,000 shares of common stock that vest upon
the achievement of performance and service conditions. See above for additional disclosure.

 The Company granted to Mr. Szoke stock options to acquire 62,500 shares of common stock that vest upon
the achievement of performance and service conditions. Additionally, the Company granted Mr. Szoke stock options to acquire 5,000 shares
of common stock that vest upon the achievement of service conditions over twelve months. See above for additional disclosure.

 The Company granted to Mr. Sellitto stock options to acquire 50,000 shares of common stock that vest upon the achievement of performance
and service conditions. Additionally, the Company granted Mr. Sellitto stock options to acquire 7,000 shares of common stock that vest
upon the achievement of service conditions over twelve months. See above for additional disclosure.

 During the calendar year ended December 31, 2022, the following grants
were made to named executive officers:

 The Company granted Ms. Pham stock options to acquire 43,750 shares of common
stock which half vest monthly over four years and the balance is subject to certain performance vesting requirements. Ms. Pham was granted
stock options to acquire an additional 7,500 shares of common stock that vest over one year.

 There were no other grants of plan-based awards
or common stock options, to other named executive officers during the years ended December 31, 2023, and December 31, 2022.

 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, 2023.

 Plan Awards

 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

 144,354

 162,521

 -

 3.18

 4/10/33

 Rhon Daguro

 66,125

 117,000

 -

 5.48

 6/28/33

 41,667

 -

 -

 108.00

 9/25/25

 4,167

 -

 -

 57.60

 5/5/31

 4,513

 7,987

 -

 2.64

 3/14/33

 18,052

 31,948

 -

 5.48

 6/28/33

 -

 5,000

 -

 9.25

 12/21/33

 Thomas Thimot

 32,812

 -

 -

 62.40

 3/23/27

 Edward Sellitto

 5,552

 44,448

 -

 8.87

 8/15/33

 Edward Sellitto

 -

 7,000

 -

 9.25

 12/21/33

 Hang Thi Bich Pham

 43,750

 -

 -

 19.28

 8/15/27

 Hang Thi Bich Pham

 7,500

 -

 -

 6.32

 8/15/27

 Option Exercises and Stock Vested Table

 There have been no option exercises and restricted
stock vesting during the year ended December 31, 2023 by any named executive officers

 Compensation of Directors

 Cash
 Compensation

 Option Awards

 Total

 Year

 ($)

 ($)

 ($)

 Joe Trelin

 2023

 26,500

 73,000

 99,500

 Former Chairman of the Board

 2022

 14,000

 270,000

 284,000

 Michael Koehneman

 2023

 37,500

 73,000

 110,500

 2022

 16,000

 106,000

 Jacqueline White

 2023

 37,500

 73,000

 110,500

 2022

 17,500

 107,500

 Michael Thompson

 2023

 10,000

 42,000

 52,000

 2022

 -

 -

 -

 Ken Jisser

 2023

 10,000

 42,000

 52,000

 2022

 -

 -

 -

 Philip Kumnick

 2023

 20,000

 -

 20,000

 Former Chairman of the Board, CEO and President

 2022

 15,500

 105,500

 Philip Broenniman

 2023

 16,000

 -

 16,000

 Former Board Member and President

 2022

 11,000

 101,000

 Michael Gorriz

 2023

 14,000

 -

 14,000

 2022

 15,000

 105,000

 Neepa Patel

 2023

 17,500

 -

 17,500

 2022

 16,000

 106,000

 In May 2022, the Board
approved that the compensation policy for non-employee directors be amended as follows:

 For attendance at each Board or Committee meeting of the Company, each director,
who is not a committee chair, shall receive the sum of $2,000.

 For attendance at each Board or Committee meeting of the Company, each director,
who is a committee chair shall receive the sum of $2,500.

 For attendance at each Board or Committee meeting of the Company, which lasts
more than 2 hours, in lieu of the above sums, each director shall receive the sum of $1,000 per hour duration of such meeting.

 When Board and Committee meetings are held on the same day, the meetings
shall be treated as a single meeting for the purpose of determining compensation.

 Payment shall be made quarterly in arrear in the month following completion
of each fiscal quarter commencing July 2022 for the 2 nd quarter of 2022.

 In May 2023, the Board approved that the compensation
policy for non-employee directors be amended as follows:

 That cash compensation payable
to each non-employee Director of $2,000 per meeting (or $2,500 per meeting for Committee chairs) be limited to one meeting per quarter,
regardless of the number of meetings actually attended; and

 That with respect to the year
awards to be made following the 2023 Annual Meeting, each non-employee director be awarded options to purchase 15,625 shares of Common
Stock ("Shares") for the current year, to be granted following the Annual Meeting (and subject to the stockholder approval
of the proposal to increase the shares allocated to the 2021 Plan), provided that those Directors who had already received a grant of
12,500 shares should only receive an additional 3,125 shares, each option vesting over 12 months.

 Executive Employment Agreements

 Mr. Rhoniel A. Daguro, a director of the Company,
was hired as Chief Executive Officer of the Company in consideration of an initial annual salary of $400,000. Mr. Daguro will be eligible
for an annual target bonus of up to $375,000 based on performance milestones. For the period ending March 31, 2024, 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. Mr. Daguro has earned a bonus of $225,000 in 2023 for non-equity
incentive compensation based on Bookings in 2023. For subsequent years, Mr. Daguro and the Compensation Committee of the Board will mutually
agree as to the performance targets to earn for the annual bonus. Additionally, the Company provided Mr. Daguro with an initial grant
of options ("Initial Grant") to purchase 306,875 shares of common stock for a period of ten years vesting subject to achievement
of performance and service conditions, at an exercise price of $3.176 per share. Pursuant to his offer letter the Company granted Mr.
Daguro additional options to acquire 183,125 shares of common stock for a period of ten years vesting subject to achievement of performance
and service conditions (the "Additional Grant") at an exercise price of $5.48 per share. The aggregate grant date fair market
value of the option grants was $1,185,100.

 The Company also entered an Executive Retention
Agreement with Mr. Daguro, 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. Daguro 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.
Daguro for the cost of continuation of health coverage for Mr. Daguro and his eligible dependents pursuant to COBRA until the earlier
of 12 months following the termination date, the date Mr. Daguro and his dependents are eligible for health coverage from a new employer
or the date Mr. Daguro and his eligible dependents are no longer eligible for COBRA.

 Mr. Thimot, the former Chief Executive Officer
resigned upon the appointment of Mr. Daguro as Chief Executive Officer on March 23, 2023. On March 23, 2023, the Company and Thomas Thimot
entered into a Confidential Separation Agreement and General Release for the purposes of separation of Mr. Thimot from the Company as
Chief Executive Officer and an employee by mutual consent and settling, compromising and resolving all claims between them. Mr. Thimot's
resignation was effective March 23, 2023. In addition to the Company paying all accrued but unpaid salary and providing reimbursement
for all outstanding expenses, the Company has agreed to pay Mr. Thimot $325,000 which shall be deferred until the earlier of April 1,
2025 and a change of control of the Company. Mr. Thimot will also be eligible for certain health benefits. The exercise period with respect
to Mr. 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. All unvested grants or other equity awards lapsed and are no longer exercisable as of the separation date.

 Mr. Thomas Thimot, became employed by the Company
as Chief Executive Officer effective June 14, 2021. Mr. Thimot and the Company entered into an Offer Letter pursuant to which Mr. Thimot
earned an annual salary of $325,000 with a bonus target at 50% of the base salary (pro-rated for 2021) upon terms to be agreed with the
Compensation Committee for 2021 and on the understanding that the 2022 target will include a requirement of the Company achieving three
times the annual revenue of 2021. Additionally, Mr. Thimot was granted an option to acquire 150,000 shares of common stock at an exercise
price of $7.80 per share for a term of ten years of which half of the options vest monthly over four years and the balance is subject
to certain performance vesting requirements.

 Thomas R. Szoke, a director of the Company agreed
to serve as Chief Technology Officer of the Company on April 12, 2023 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.
Mr. Szoke has earned a bonus of $120,000 in 2023 for non-equity incentive compensation based on Bookings in 2023. 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 12,500 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. On June 28, 2023, the Company made an additional
grant of options to Mr. Szoke to acquire 50,000 shares of common stock at the exercise price of $5.48 per share for a period of ten years
vesting subject to achievement of performance and service conditions. The aggregate grant date fair market value of the option grants
was $182,000.

 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.

 Edward Sellitto was hired as Chief Financial Officer
of the Company on July 31, 2023 in consideration of an annual salary of $250,000. As of January 1, 2024, Mr. Sellitto's annual salary
was increased to $275,000. Mr. Sellitto will be eligible for an annual target bonus of up to 60% of base salary based on achievement of
performance milestones, as Mr. Sellitto and the Compensation Committee of the Board, will mutually agree for each year. The target bonus
was pro-rated for the 2023 year and is $57,123. At the outset of employment, Mr. Sellitto was provided with a grant of options to purchase
50,000 shares of common stock vesting subject to achievement of performance and service conditions at an exercise price of $8.87, with
an exercise period of 10 years. The fair market value of the option grant was $260,500. The employment of Mr. Sellitto will be at will
and may be terminated at any time, with or without formal cause.

 Ms. Pham, the former Chief Financial Officer was
hired as Chief Financial Officer on April 25, 2022 and commenced employment on June 20, 2022. Ms. Pham resigned on August 15, 2023.
Ms. 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). In addition, Ms. Pham was granted an option to acquire
43,750 shares of common stock at an exercise price of $19.28 per share for a term of ten years of which half of the options vest monthly
over four years and the balance is subject to certain performance vesting requirements. The aggregate grant date fair market value of
Ms. Pham's stock options was $722,750. On May 11, 2023, the Company and Ms. Annie Pham, the CFO of the Company, entered a Retention
Agreement, pursuant to which the Company agreed to provide specified retention bonus amounts subject to certain performance conditions
in the aggregate amount of up to $240,625 and to accelerate the vesting on her equity awards upon termination. Mr. Pham also received
one-year of medical coverage for an aggregate cost $57,715. This Agreement replaces the previous Executive Retention Agreement dated April
25, 2022, which was terminated, and a release granted in relation thereto.

 Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 The following table sets forth the number of shares
known to be beneficially owned by all persons who own at least 5% of authID's outstanding common stock, the Company's directors,
the Company's executive officers, and the directors and executive officers as a group as of March 15, 2024, unless otherwise noted.
Unless otherwise indicated, the stockholders listed in the table have sole voting and investment power with respect to the shares indicated.

 Name

 Position

 Shares of
 Common Stock

 Percentage of
 Common
 Stock (1)

 Officers and Directors

 Rhoniel A. Daguro

 Director, CEO

 279,916
 (2)

 2.9
 %

 Thomas R. Szoke

 Director, CTO

 133,741
 (3)

 1.4
 %

 Michael C. Thompson

 69,027
 (4)

 *

 Ken Jisser

 40,579
 (5)

 *

 Michael L. Koehneman

 27,985
 (6)

 *

 Jacqueline L. White

 26,485
 (7)

 *

 Edward Sellitto

 CFO

 13,437
 (8)

 *

 Total Officers and Directors

 591,170

 6.2
 %

 5% Stockholders

 Stephen J. Garchik

 Stockholder

 1,320,933
 (9)

 14.0
 %

 Philip R. Broenniman

 Stockholder

 609,311
 (10)

 6.4
 %

 Total Officers, Directors and 5% Stockholders

 2,521,414

 26.6
 %

 *
 Represents less than 1% of the Company's issued and
outstanding shares of common stock.

 (1)
 Applicable percentage
 ownership is based on 9,450,220 shares of common stock outstanding as of March 15, 2024. Beneficial ownership is determined in
 accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect
 to securities. Shares of common stock that are currently exercisable or exercisable within 60 days of the reference date of this
 table are deemed to be beneficially owned by the person holding such securities for computing the percentage of ownership of such
 person, but are not treated as outstanding for computing the percentage ownership of any other person. Options or warrants which are
 not vested, or expected to be vested as of May 14, 2024, are referenced in the footnotes below for the sake of completeness, but are
 not included in the figures in the above table.

 (2)
(i) 20,833 shares of common stock, (ii) a stock option to purchase 306,875 shares of common stock at an exercise price of $3.176 vesting
subject to achievement of performance and service conditions, and (iii) a stock option to purchase 183,125 shares of common stock at
an exercise price of $5.48 vesting subject to achievement of performance and service conditions. A total of 259,083 of the stock options
will be vested as of May 14, 2024.

 (3)
(i) 45,625 shares of common stock, (ii) 12,500 shares of common stock held by Mrs. Szoke, (iii) a stock option to acquire 41,667 shares
of common stock at an exercise price of $108.00 per share, (iv) a stock option to acquire 4,166 shares of common stock at an exercise
price of $57.60 per share, (v) a stock option to acquire 12,500 shares of common stock at an exercise price of $2.64 per share vesting
subject to achievement of performance and service conditions, (vi) a stock option to acquire 50,000 shares of common stock at an exercise
price of $5.48 per share vesting subject to achievement of performance and service conditions, and (vii) a stock option to acquire 5,000
shares of common stock at an exercise price of $9.25 per share which vest over 12 months. A total of 75,616 of the stock options will
be vested as of May 14, 2024.

 (4)
(i) 66,423 shares of common stock, (ii) a stock option to acquire 12,500 shares of common stock at an exercise price of $2.64 per share
which vest over a three-year period after each Annual Meeting subject to continued service, and (iii) a stock option to acquire 3,125
shares of common stock at an exercise price of $5.48 per share which vest over 12 months. A total of 2,604 of the stock options will
be vested as of May 14, 2024.

 (5)
(i) 37,975 shares of common stock, (ii) a stock option to acquire 12,500 shares of common stock at an exercise price of $2.64 per share
which vest over a three-year period after each Annual Meeting subject to continued service, and (iii) a stock option to acquire 3,125
shares of common stock at an exercise price of $5.48 per share which vest over 12 months. A total of 2,604 of the stock options
will be vested as of May 14, 2024.

 (6)
(i) 1,471 shares of common stock, (ii) 29 shares of common stock held by Mrs. Koehneman, (iii) a stock option to acquire 7,813 shares
of common stock at an exercise price of $62.40 per share, which vest over a three-year period after each Annual Meeting subject to continued
service, (iv) a stock option to acquire 1,280 shares of common stock at $121.28 per share, (v) a stock option to acquire 4,371 shares
of common stock at $24.24 per share, and (vi) a stock option to acquire 15,625 shares of common stock at an exercise price of $5.48 per
share which vest over 12 months. A total of 26,485 of the stock options will be vested as of May 14, 2024.

 (7)
(i) a stock option to acquire 7,813 shares of common stock at an exercise price of $62.40 per share, which vest over a three-year period
after each Annual Meeting subject to continued service, (ii) a stock option to acquire 1,280 shares of common stock at $121.28 per share,
and (iii) a stock option to acquire 4,371 shares of common stock at $24.24 per share, and (iv) a stock option to acquire 15,625 shares
of common stock at an exercise price of $5.48 per share which vest over 12 months. A total of 26,485 of the stock options will be vested
as of May 14, 2024.

 (8)
(i) an option to purchase 50,000 shares of common stock at an exercise price of $8.87 vesting subject to achievement of performance and
service conditions, and (ii) a stock option to acquire 7,000 shares of common stock at an exercise price of $9.25 per share which vest
over 12 months. A total of 13,437 of the stock options will be vested as of May 14, 2024.

 (9)
(i) 1,140,596 shares of common stock held by Mr. Garchik personally, (ii) 20,834 shares of common stock held by the Garchik 2019 Irrevocable
Trust ("2019 Trust") of which Mr. Garchik is a trustee and beneficiary, (iii) 1,459 shares of common stock held by Garchik
Universal Limited Partnership, which Mr. Garchik jointly controls with his sister, (iv) 147,627 shares of common stock held by the Marla
Garchik 2020 Irrevocable Trust (the "2020 Trust") of which Mr. Garchik is a beneficiary, and (v) a common stock purchase
warrant to acquire 10,417 shares of common stock at $36.00 per share held by the 2019 Trust.

 (10)
(i) 79,889 shares of common stock, (ii) a stock option to purchase 69,445 shares of common stock at a price of $16.80 per share, (iii)
a stock option to purchase 47,917 shares of common stock at a price of $57.60 per share which vest upon meeting performance criteria.
The performance criteria have not been met as of March 15, 2024 and the options are not expected to be vested by May 14, 2024 (iv) common
stock purchase warrants to acquire 1,094 shares of common stock at $21.12 per share, and (v) 458,883 shares of common stock held by Varana
Capital Focused L.P. ("VCFLP"). Mr. Broenniman is the Managing Partner of Varana Capital, LLC, which, in turn, is the investment
manager of and has dispositive control over the shares held by VCFLP. By virtue of these relationships, in addition to the shares he
holds personally, Mr. Broenniman may be deemed to beneficially own the shares held by VCFLP.

 See
Item 5 for information pertaining to Securities Authorized for Issuance under Equity Compensation Plans.

 Item
13. Certain Relationships and Related Transactions and Director Independence

 Pursuant
to Rule 4200 of The NASDAQ Stock Market one of the definitions of an independent director is a person other than an executive officer
or employee of a company. The Company's board of directors has reviewed the materiality of any relationship that each of the directors
has with the Company, either directly or indirectly. Based on this review the board has determined that there are four independent directors,
including all the members of the Audit, Compensation and Governance Committees.

 Sale
of Common Stock

 On
March 18 and March 21, 2022, the Company entered into Subscription Agreements (the "Subscription Agreements") with an accredited
investor and two directors and an executive officer of the Company, and, pursuant to the Subscription Agreements, those directors and
officer invested a total of approximately $0.2 million to purchase shares common stock.

 On
May 23, 2023, Messrs. Rhoniel Daguro, CEO, Ken Jisser, Michael Thompson, members of the Company's Board of Directors and Joseph
Trelin, the Chairman of the Board, each purchased 12,500 shares of the Company's common stock at a price of $50,000.

 On
November 20, 2023, Messrs. Rhoniel Daguro, CEO and Director, and Joseph Trelin, the Chairman of the Board, each purchased 8,333 shares
of the Company's common stock at a price of $50,000. Michael Thompson, also a Director purchased 16,667 shares of Company's
common stock at a price of $100,000. Stephen Garchik, a holder of more than 10% of the outstanding shares of the Company's common
stock, purchased 166,667 shares of Company's common stock at a price of $1,000,000.

 Credit
Facility

 On
March 21, 2022 the Company entered into a facility agreement (the "Original Facility Agreement") with Mr. Stephen Garchik,
an accredited investor, who is both a shareholder of the Company and was a Convertible Note Investor, pursuant to which Mr. Garchik agreed
to provide a $10.0 million unsecured standby line of credit facility that will rank behind the Convertible Notes and may be drawn down
in several tranches, subject to certain conditions described in the Original Facility Agreement. Pursuant to the Original Facility Agreement,
the Company agreed to pay Mr. Garchik the Facility Commitment Fee of 12,500 shares of our common stock upon the effective date of the
Original Facility Agreement. Upon request by Mr. Garchik and until the full amount due under the Original Agreement is repaid in full,
the Company agreed to provide for the nomination of one designee specified in writing by Garchik for appointment to our board directors
and for subsequent election to our board of directors and to recommend such nominee for election to our board of directors. On April
18, 2022, Joseph Trelin, as Garchik's designee under the Original Facility Agreement, was appointed as a member of the Board of
Directors of the Company. By virtue of such right of nomination Mr. Garchik considered himself a "director by deputization".

 The
Original Facility Agreement was amended and restated effective March 8, 2023 (the "A&R Facility Agreement") pursuant
to which amendment the amount of the facility was reduced to $3.6 million, an initial advance of $900,000 was made (the "Initial
Promissory Note") and subsequent advances under the A&R Facility Agreement are subject to various conditions including the
granting of a security interest over substantially all the Company's assets. Under the A&R Facility Agreement Garchik had a
one-time right for the nomination of four designees specified in writing by Garchik for appointment to our board of directors. On March
9, 2023 Rhoniel Daguro, Ken Jisser, Michael Thompson and Thomas Szoke as Garchik's designees under the A&R Facility Agreement,
were appointed as members of the Board of Directors of the Company.

 On
May 25, 2023, the Company and Mr. Garchik agreed to cancel the Initial Promissory Note, terminated the A&R Facility Agreement and
satisfied and offset the outstanding balance of the Initial Promissory Note in the principal amount of $900,000 and $29,250 accrued and
unpaid interest with the purchase price of 245,634 and 7,983 shares of common stock, respectively.

 Convertible
Notes Payable

 On
March 21, 2022, the Company entered into a Securities Purchase Agreement ("SPA") with certain accredited investors, including
two directors, an affiliate of a director and an executive officer of the Company (the "Related Note Investors"), and, pursuant
to the SPA, sold to the Related Note Investors Senior Secured Convertible Notes ("Convertible Notes") with an aggregate initial
principal amount of approximately $2.2 million and a conversion price of $3.70 per share. In connection with the issuance of the Convertible
Notes a total of 3,883 shares of common stock were issued by way of an origination fee. The Convertible Notes will accrue interest at
the rate of 9.75% per annum, which will be payable in cash or, for some or all of the first five interest payments, in shares of our
common stock at the Company's option, on the last day of each calendar quarter before the maturity date and on the maturity date.
The maturity date of the Convertible Notes is March 31, 2025. During the period ended December 31, 2022, in connection with the payment
of interest on the Convertible Notes, 20,761 shares were issued to the Related Note Investors (excluding the executive officer who had
retired by the first interest date).

 On
May 23, 2023, pursuant to an Exchange Agreement, Mr. Ken Jisser exchanged $100,000 of Convertible Notes payable and accrued interest
of $1,463 for 24,628 shares of common stock.

 On
May 23, 2023, pursuant to an Exchange Agreement, Mr. Stephen J. Garchik, who is a shareholder of the Company, exchanged $1,000,000 of
Convertible Notes payable and $14,625 of accrued interest for 264,831 and 3,874 shares of common stock, respectively. As a result of
such exchange, the issuance of shares in satisfaction of the Credit Facility referred to below and the purchase of additional shares
of common stock in May 2023, Mr. Garchik is now a holder of more than 10% of the outstanding shares of the Company's common stock.

 The
Company and the Stern Trust entered an Amended and Restated Promissory Note (the "Restated Stern Note") providing that the
$2,000,000 principal of the Stern Note will be due and payable on the same terms (bearing interest at 15% per annum) and on the same
maturity date as the 2020 Notes. The Trustee of the Stern Trust was the late Mr. Theodore Stern, who was at the time a director of the
Company. The principal balance of the Stern Note and accrued interest in the amount of $503,525 was converted into shares of common stock
on June 24, 2021. The interest due under the Stern Note as of January 31, 2020 in the amount of $662,000 was capitalized and earned interest
at 10% per annum. The Stern Note for the remaining balance of $662,000 was extended through December 31, 2022 on the same terms and conditions.
The Stern Note's full balance of principal and interest was paid in cash in December 2022.

& Executive Compensation

 On
April 25, 2022, Stuart Stoller indicated his intention to resign as Chief Financial Officer of the Company in connection with his planned
retirement. The resignation and retirement were effective as of June 17, 2022 at which time Annie Pham was appointed Chief Financial
Officer in his place.

 Ms.
Pham was hired as Chief Financial Officer on April 25, 2022 and commenced employment on June 20, 2022. Ms. Pham and the Company entered
an Offer Letter pursuant to which Ms. Pham received a signing bonus of $25,000 and will earn an annual salary of $275,000 with a bonus
target at 40% of the base salary (pro-rated for 2022). In addition, Ms. Pham was granted an option to acquire 43,750 shares of common
stock at an exercise price of $19.28 per share for a term of ten years of which half of the options vest monthly over four years and
the balance is subject to certain performance vesting requirements. The aggregate grant date fair market value of Ms. Pham's stock
options was $722,750. In December 2022, Ms. Pham was granted an option to purchase 7,500 shares of common stock at an exercise price
of $6.32 per share for a term of ten years which will vest over one year period at the aggregate grant date fair market value of $45,000.
Mr. Pham has not exercised or realized a gain on her vested stock options as of the date of the submission of this report. All other
compensation is primarily the Company's 401(k) match for the fiscal year 2023. On May 11, 2023, the Company and Ms. Annie Pham,
the CFO of the Company, entered a Retention Agreement, pursuant to which the Company agreed to provide specified retention bonus amounts
subject to certain performance conditions in the aggregate amount of up to $240,625 and to accelerate the vesting on her equity awards
upon termination. Mr. Pham also received one-year of medical coverage for an aggregate cost $57,715. This Agreement replaces the previous
Executive Retention Agreement dated April 25, 2022, which was terminated, and a release granted in relation thereto. Ms. Pham resigned
on August 15, 2023.

 Mr.
Thomas Thimot and Mr. Cecil Smith, became employed by the Company as Chief Executive Officer and President and Chief Technology Officer
effective June 14, 2021. Mr. Thimot and the Company entered into an Offer Letter pursuant to which Mr. Thimot will earn an annual salary
of $325,000 with a bonus target at 50% of the base salary (pro-rated for 2021) upon terms to be agreed with the Compensation Committee
for 2021 and on the understanding that the 2022 target will include a requirement of the Company achieving three times the annual revenue
of 2021. Additionally, Mr. Thimot was granted an option to acquire 150,000 shares of common stock at an exercise price of $7.80 per share
for a term of ten years of which half of the options vest monthly over four years and the balance is subject to certain performance vesting
requirements.

 Mr.
Thimot resigned upon the appointment of Mr. Daguro as Chief Executive Officer on March 23, 2023. On March 23, 2023, the Company and Thomas
Thimot entered into a Confidential Separation Agreement and General Release for the purposes of separation of Mr. Thimot from the Company
as Chief Executive Officer and an employee by mutual consent and settling, compromising, and resolving all claims between them. Mr. Thimot's
resignation was effective March 23, 2023. In addition to the Company paying all accrued but unpaid salary and providing reimbursement
for all outstanding expenses, the Company has agreed to pay Mr. Thimot $325,000 which shall be deferred until the earlier of April 1,
2025 and a change of control of the Company. Mr. Thimot will also be eligible for certain health benefits. The exercise period with respect
to Mr. Thimot's stock option to acquire 32,812 shares of common stock at an exercise price of $62.40 per share was extended through
March 23, 2027. All unvested grants or other equity awards lapsed and are no longer exercisable as of the separation date.

 On
June 14, 2021, Mr. Smith and the Company entered an into an Offer Letter pursuant to which Mr. Smith will earn an annual salary of $275,000
with a bonus target at 50% of the base salary (pro-rated for 2021) upon terms to be agreed with the Compensation Committee for 2021.
In addition, Mr. Smith will receive a bonus of $50,000 after 90 days of service. Additionally. Mr. Smith was granted an option to acquire
75,000 shares of common stock at an exercise price of $7.80 per share for a term of ten years of which half of the options vest monthly
over four years and the balance is subject to certain performance vesting requirements. On February 15, 2023, Mr. Smith ceased to be
an employee, and the President and Chief Technology Officer of the Company.

 The
Company also entered an Executive Retention Agreement with Mr. Smith, pursuant to which the Company agreed to provide specified severance
and bonus amounts and provide certain other financial benefits and to extend the exercise period on his equity awards upon termination
upon a change of control or an involuntary termination, as each term is defined in the agreement. Following his separation from employment
on April 19, 2023, the Company and Mr. Smith entered into a General Release under the terms of his Executive Retention Agreement and
separation payments in the aggregate amount of $275,000 were duly paid, in accordance with its terms. All unvested grants or other equity
awards lapsed and are no longer exercisable as of the separation date.

 Mr.
Rhoniel A. Daguro, a director of the Company, was hired as Chief Executive Officer of the Company in consideration of an initial annual
salary of $400,000. Mr. Daguro will be eligible for an annual target bonus of up to $375,000 based on performance milestones. For the
period ending March 31, 2024, 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. Mr.
Daguro has earned a bonus of $225,000 in 2023 for non-equity incentive compensation based on Bookings in 2023. For subsequent years,
Mr. Daguro and the Compensation Committee of the Board will mutually agree as to the performance targets to earn for the annual bonus.
Additionally, the Company provided Mr. Daguro with an initial grant of options ("Initial Grant") to purchase 306,875 shares
of common stock for a period of ten years vesting subject to achievement of performance and service conditions, at an exercise price
of $3.176 per share. Pursuant to his offer letter the Company granted Mr. Daguro additional options to acquire 183,125 shares of common
stock for a period of ten years vesting subject to achievement of performance and service conditions (the "Additional Grant")
at an exercise price of $5.48 per share. The aggregate grant date fair market value of the option grants was $1,185,100.

 The
Company also entered an Executive Retention Agreement with Mr. Daguro, 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. Daguro
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. Daguro for the cost of continuation of health coverage for Mr. Daguro and his eligible dependents pursuant
to COBRA until the earlier of 12 months following the termination date, the date Mr. Daguro and his dependents are eligible for health
coverage from a new employer or the date Mr. Daguro and his eligible dependents are no longer eligible for COBRA.

 Thomas
R. Szoke, a director of the Company agreed to serve as Chief Technology Officer of the Company on April 12, 2023 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. Mr. Szoke has earned a bonus of $120,000 in 2023 for non-equity incentive compensation
based on Bookings in 2023. 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 12,500 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. On
June 28, 2023, the Company made an additional grant of options to Mr. Szoke to acquire 50,000 shares of common stock at the exercise
price of $5.48 per share for a period of ten years vesting subject to achievement of performance and service conditions. The aggregate
grant date fair market value of the option grants was $182,000.

 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.

 In
April 2022, the Company appointed Joe Trelin as an additional independent director. The Company granted Mr. Trelin options to acquire
12,612 shares of common stock or a total of $270,000 at an exercise price of $25.04 per share for a term of ten years that vest one third
per year after each Annual Meeting.

 In
September 2022 the Company granted additional options to acquire 4,371 shares of common stock each at an exercise price of $24.24 per
share, to six of the non-employee Directors, by way of annual compensation under the Company's compensation policy for non-employee
directors, which vest monthly over a one-year-period.

 In
March 2023 Mr. Broenniman, Mr. Gorriz, Mr. Kumnick. Ms. Patel and Mr. Thimot resigned as directors of the Company. Upon their resignation
6,327 of Mr. Broenniman's options and 19,278 of Mr. Kumnick's options previously awarded to them for service as non-management directors
were cancelled by agreement, or lapsed in accordance with their terms. 5,154 and 4,981 options respectively previously granted to Mr.
Gorriz and Ms. Patel lapsed on their resignations, in accordance with their terms. Mr. Daguro, Mr. Jisser, Mr. Szoke and Mr. Thompson
were appointed as additional directors and the size of the Board was reduced to seven. The Company granted to each of Mr. Jisser, and
Mr. Thompson options to acquire 12,500 shares of common stock at an exercise price of $2.64 per share for a term of ten years that vest
one third per year after each Annual Meeting.

 In
June 2023, the Company made a grant of options to each of Messrs. Koehneman and Trelin and to Ms. White to acquire 15,625 shares of common
stock and to each of Messrs. Jisser and Thompson to acquire 3,125 shares of common stock. Each such option is at the exercise price of
$5.48 per share, exercisable for a period of ten years, vesting over a period of twelve months.

 In
December 2023 the Company made a grant of options to Mr. Sellitto to acquire 7,000 shares of common stock and to Mr. Szoke to acquire
5,000 shares of common stock. Each such option is at the exercise price of $9.25 per share, exercisable for a period of ten years, vesting
over a period of twelve months.

 Commercial
Agreements

 On June
6, 2023, the Company entered into a services agreement with The Pipeline Group, Inc. ("TPG"). Ken Jisser, a director of the
Company, is the founder and CEO of TPG, a technology-enabled services company that aims to deliver business results for companies
looking to build a predictable and profitable pipeline. The agreement provides that TPG will assist in providing outsourced sales
including business development resources for outbound calling, provide support for automated dialing technology, classify customer data
and other sales related services for an initial term of one year. On October 25, 2023, and on December 19, 2023, the Company entered
into amendments to the above services agreement, pursuant to which TPG will provide certain additional services to the Company. In consideration
of the services, the Company will pay TPG $98,000 per month during the remainder of the initial one-year term. During the period from
June 6 through December 31, 2023 the Company paid TPG a total of $398,000. As of December 31, 2023 the Company had a balance of $84,000
in Accounts Payable related to amounts owed to TPG under the payment terms of this agreement. The foregoing is only a summary of the
material terms of the agreements entered with TPG and does not purport to be a complete description of the rights and obligations of
the parties thereunder. The summary of the agreement entered with TPG is qualified in its entirety by reference to the forms of such
agreements, which were filed as exhibits to the Company's Current Report and are incorporated by reference herein (See "Exhibits").

 Item
14. Principal Accounting Fees and Services.

 The
aggregate fees incurred for each of the last two years for professional services rendered by Cherry Bekaert LLP, the independent registered
public accounting firm (PCAOB ID 00677) or the audit of the Company's annual financial statements included in the Company's
Form 10-K and review of financial statements for its quarterly reports (Form 10-Q) are reported below.

 The
total fees billed by Cherry Bekaert, LLP in 2023 aggregated $243,164 which includes fees for the audit of financial statements and review
of the quarterly financial statements for 2023. Additionally, the Company paid Cherry Bekaert, LLP $33,164 for services associated with
the filing of the Company's S-1 and Prospectus Supplements.

 The
total fees billed by Cherry Bekaert, LLP in 2022 aggregated $250,500 which includes fees for the audit of financial statements and review
of the quarterly financial statements for 2022. Additionally, the Company paid Cherry Bekaert, LLP $2,500 for services associated with
the filing of the Company's S-3.

 The
Audit Committee by its Charter pre-approves all audit services to be provided to the Company, whether provided by the principal auditor
or other firms, and all other services (review, attest and non-audit) to be provided to the Company by the independent auditor. The Audit
Committee approved the services rendered for the audit of the financial statements for the year ended December 31, 2023 and December
31, 2022 in addition to the services rendered for the filing of the quarterly financial statements on Form 10-Q in 2023 and 2022.

 Audit

 Taxes

 Filings

 Accounting

 $'s in 000's Total

 2023

 $
 210.0

 $
 -

 $
 33.2

 $
 -

 $
 243.2

 2022

 $
 248.0

 $
 -

 $
 2.5

 $
 -

 $
 250.5

 The
current policy of the directors, acting via the Audit Committee, is to approve the appointment of the principal auditing firm and any
permissible audit-related services. The audit and audit related fees include fees for the annual audit of the financial statements and
review of financial statements included in 10K and Q filings.

 PART
IV

 Item
15. Exhibits & Financial Statements Schedules

 Exhibit

Number

 Description

 3.1 (1)

 Amended & Restated Certificate of Incorporation

 3.2 (14)

 Amended & Restated Bylaws as of July 18, 2022

 3.3 (2)

 Certificate of Amendment dated June 1, 2021

 3.4 (14)

 Certificate of Amendment to Amended and Restated Certificate of Incorporation as of July 18, 2022

 3.5 (15)

 Certificate of Amendment to Amended and Restated Certificate of Incorporation as of September 21, 2022

 3.6 (23)

 Certificate of Amendment to the Amended and Restated Certificate of Incorporation dated June 26, 2023

 4.1 (2)

 Form of Stock Option

 4.2 (3)

 Form of 8.0% Convertible Note

 4.3 (4)

 Form of 15.0% Convertible Note

 4.4 (4)

 Amended and Restated Promissory Note issued to The Theodore Stern Revocable Trust

 4.5 (5)

 Paycheck Protection Program Term Note dated May 6, 2020

 4.6 (6)

 Paycheck Protection Program Term Note dated February 1, 2021

 4.7 (18)

 Description of the Registrant's Securities

 10.1 (2)

 Form of Director Agreement

 10.2 (2)

 Form of Indemnification Agreement

 10.5 (7)

 2017 Incentive Stock Plan

 10.7 (2)

 Executive Retention Agreement entered between the Company and Thomas L. Thimot dated June 14, 2021

 10.8 (2)

 Executive Retention Agreement entered between the Company and Cecil N. Smith III dated June 14, 2021

 10.9 (2)

 Letter Agreement between the Company and Thomas L. Thimot dated June 14, 2021

 10.10 (2)

 Letter Agreement between the Company and Cecil N. Smith III dated June 14, 2021

 10.11 (8)

 Letter Agreement between the Company and Phillip L. Kumnick dated as November 5, 2021

 10.12 (8)

 Letter Agreement between the Company and Philip R. Broenniman dated as November 5, 2021

 10.13 (9)

 AuthID Inc. 2021 Equity Incentive Plan

 10.14 (11)

 Letter Agreement between AuthID Inc. and Thomas Szoke dated November 19, 2021

 10.15 (10)

 Form of Securities Purchase Agreement entered into between the Company and the Note Investors dated March 21, 2022.

 10.16 (10)

 Form of Senior Secured Convertible Note issued by the Company to the Note Investors dated March 21, 2022.

 10.17 (10)

 Security and Pledge Agreement entered into between the Company and Stephen J. Garchik as Collateral Agent dated March 21, 2022.

 10.19 (10)

 Form of Registration Rights Agreement entered into between the Company and the Note Investors dated March 21, 2022.

 10.20 (10)

 Facility Agreement entered into between the Company and Stephen J. Garchik dated March 21, 2022.

 10.21 (10)

 Form of Subscription Agreement entered into between the Company and the PIPE Investors dated March 21, 2022.

 10.22 (12)

 Letter Agreement between Joseph Trelin and AuthID Inc. dated April 18, 2022

 10.23 (13)

 Letter Agreement between Annie Pham and AuthID Inc. dated April 25, 2022

 10.24 (16)

 Amended and Restated Facility Agreement between the Company and Stephen J. Garchik dated March 8, 2023.

 10.25 (16)

 Promissory Note between the Company and Stephen J. Garchik dated March 9, 2023.

 10.26 (16)

 Guaranty Agreement by FIN Holdings Inc., Innovation in Motion, Inc. and ID Solutions, Inc. in favor of Stephen J. Garchik dated March 9, 2023.

 10.27 (16)

 Release Agreement between the Company and Stephen J. Garchik dated March 9, 2023.

 10.28 (17)

 Letter Agreement between Rhoniel Daguro and AuthID Inc. dated March 23, 2023

 10.29 (17)

 Executive Retention Agreement between Rhoniel Daguro and AuthID Inc. dated March 23, 2023

 10.30 (17)

 Confidential Separation Agreement and General Release between Thomas Thimot and authID Inc. Dated March 23, 2023

 10.31 (19)

 Letter Agreement between Thomas Szoke and AuthID Inc. dated April 12, 2023

 10.32 (19)

 Executive Retention Agreement between Thomas Szoke and AuthID Inc. dated April 12, 2023

 10.33 (21)

 Executive Retention Agreement between Annie Pham and AuthID Inc. dated May 11, 2023

 10.34 (22)**

 Form of Securities Purchase Agreement dated as of May 23, 2023 between the Company and accredited investors

 10.35 (22)

 Engagement Agreement dated as of April 20, 2023 between the Company and Madison Global Partners LLC

 10.36 (22)

 Stock Purchase Warrant dated May 26, 2023 issued to Madison Global Partners LLC

 10.37 (22)**

 Form of Exchange Agreement dated as of May 23, 2023 between the Company and certain Holders

 10.38 (24)

 Letter Agreement between Edward Sellitto and authID Inc. dated July 31, 2023

 10.39 (25)

 Agreement dated October 25, 2023 between The Pipeline Group, Inc. and authID Inc.

 10.40 (27)

 Form of Securities Purchase Agreement dated as of November 20, 2023 between the Company and accredited investor

 10.41 (27)

 Engagement Agreement dated as of November 2, 2023 between the Company and Madison Global Partners, LLC

 10.42 (27)

 Stock Purchase Warrant dated November 22, 2023 issued to Madison Global Partners, LLC

 10.42 (28)**

 Agreement dated December 19, 2023 between The Pipeline Group, Inc and authID Inc.

 14.1 (26)

 Code of Ethics

 21.1 (20)

 List of Subsidiaries

 23.1*

 Consent of Independent Registered Public Accounting Firm

 31.1*

 Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act

 31.2*

 Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act

 32.1*

 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 97.1 (26)

 Policy for the Recovery of Erroneously Awarded Compensation adopted October 6, 2023

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 *
 Filed
herewith

 **
 Certain
confidential portions of this exhibit were omitted by means of marking such portions with asterisks because the identified confidential
portions (i) are not material and (ii) would be competitively harmful if publicly disclosed. A copy of any omitted portions will be furnished
to the SEC upon request.

 (1)

 by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on March 23, 2021.

 (2)

 by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on June 15, 2021.

 (3)

 by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on December 16, 2019.

 (4)

 by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on February 18, 2020.

 (5)

 by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on May 13, 2020.

 (6)

 by reference to the Form 10-Q Quarterly Report filed with the Securities Exchange Commission on May 6, 2021.

 (7)

 by reference to the Form 10-Q Quarterly Report filed with the Securities Exchange Commission on May 4, 2018.

 (8)

 by reference to the Form 10-Q Quarterly Report filed with the Securities Exchange Commission on November 8, 2021.

 (9)

 by reference to the Form S-8 Registration Statement filed with the Securities Exchange Commission on February 1, 2022.

 (10)

 by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on March 21, 2022.

 (11)

 by reference to the Form 10-K Annual Report filed with the Securities Exchange Commission on March 22, 2022.

 (12)

 by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on April 18, 2022.

 (13)

 by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on April 27, 2022.

 (14)

 by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on July 19, 2022.

 (15)

 by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on September 21, 2022.

 (16)

 by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on March 10, 2023.

 (17)

 by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on March 28, 2023.

 (18)

 by reference to the Form 10-K Annual Report filed with the Securities Exchange Commission on March 30, 2023.

 (19)

 by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on April 18, 2023.

 (20)

 by reference to the Form 10-Q Quarterly Report filed with the Securities Exchange Commission on May 11, 2023.

 (21)

 by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on May 16, 2023.

 (22)

 by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on May 26, 2023.

 (23)

 by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on June 27, 2023.

 (24)

 by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on August 3, 2023.

 (25)

 by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on October 26, 2023.

 (26)

 by reference to the Form 10-Q Quarterly Report filed with the Securities Exchange Commission on November 8, 2023.

 (27)

 by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on November 27, 2023.

 (28)

 by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on December 21, 2023.

 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 thereunto duly authorized.

 authID Inc.

 By:

 /s/
 Rhoniel Daguro

 Rhoniel
 A. Daguro

 Chief
 Executive Officer

 (Principal
 Executive Officer)

 By:

 /s/
 Ed Sellitto

 Ed
 Sellitto

 Chief
 Financial Officer,

 (Principal
 Financial and Accounting Officer)

 Dated:
 March 20, 2024

 In
accordance with the Exchange Act, this report has been signed below by the following persons on March 20, 2024 on behalf of the registrant
and in the capacities indicated.

 Signature

 Title

 /s/
 Rhoniel A. Daguro

 Chief
 Executive Officer

 Rhoniel
 A. Daguro

 (Principal
 Executive Officer)

 /s/Ken
 Jisser

 Ken
 Jisser

 /s/
 Michael Koehneman

 Michael
 Koehneman

 /s/
 Ed Sellitto

 Chief
 Financial Officer

 Ed
 Sellitto

 (Principal
 Financial and Accounting Officer)

 /s/
 Thomas R. Szoke

 Thomas
 R. Szoke

 /s/
 Jacqueline White

 Jacqueline
 White

 /s/
 Michael Thompson

 Michael
 Thompson

 FINANCIAL
STATEMENTS

 Report of Independent Registered Accounting Firm

 Consolidated Balance Sheets as of December 31, 2023 and 2022

 Consolidated Statements of Operations for the Years Ended December 31, 2023 and 2022

 Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2023 and 2022

 Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 2023 and 2022

 Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022

 Notes to Consolidated Financial Statements

 F- 1

 Report
of Independent Registered Public Accounting Firm

 To
the Board of Directors and Stockholders of

Inc.

 Denver,
Colorado

 Opinion
on the Consolidated Financial Statements

 We
have audited the accompanying consolidated balance sheets of authID Inc. (formerly known as Ipsidy Inc.) and subsidiaries (the "Company")
as of December 31, 2023 and 2022, and the related consolidated statements of operations, comprehensive loss, stockholders' equity,
and cash flows for each of the years then ended, and the related notes (collectively referred to as the "consolidated financial
statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position
of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years then ended, in conformity
with accounting principles generally accepted in the United States of America.

 Substantial
Doubt about the Company's Ability to Continue as a Going Concern

 The
accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed
in Note 1 to the consolidated financial statements, the Company has recurring losses and negative cash flows from operations that raise
substantial doubt about its ability to continue as a going concern. Management's evaluations of the events and conditions and management's
plans regarding those matters are described in Note 1. The consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

 Basis
for Opinion

 These
consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion
on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company
in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission
and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part
of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing
an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether
due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that our audits provide a reasonable basis for our opinion.

 Critical
Audit Matter – Stock-based Compensation

 The
critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that
were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material
to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication
of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are
not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or
disclosures to which they relate.

 F- 2

 Description
of Matter

 As
described further in Note 9 to the consolidated financial statements, the Company issued various types of equity awards, including stock
options. During the year ended December 31, 2023, the Company recorded stock option related compensation expense of approximately $487,000.
The Company estimated the fair value of stock options granted using either the Black-Scholes option pricing model or the Monte
Carlo option pricing model, depending on vesting conditions. The option pricing models required the Company to make several assumptions. During the year ended December 31, 2023, the Company also accounted for the reversal of recorded reversals of previously recognized stock-based
compensation due to forfeitures.

 Auditing
the Company's accounting for stock options required auditor judgment due to the subjectivity of significant assumptions used in
the option pricing models to estimate the fair value of stock options granted.

 How
We Addressed the Matter in Our Audit

 Our
principal audit procedures performed to address this critical audit matter included the following:

 We
assessed the accuracy and completeness of the awards during the year by reading the relevant Board of Directors minutes and grant documents.

 We
 evaluated the appropriateness of the valuation method used for the stock option grants and whether the method used for determining
 fair value was applied consistently with the valuation of similar grants in prior periods.

 We
 evaluated the work performed by management's specialist in valuing market condition stock option using the Monte Carlo option
 pricing model. In addition, we used an auditor specialist to assess the reasonableness of management's specialist's pricing
 model and to perform an independent calculation.

 We
 evaluated the significant assumptions used by management to calculate the fair value of stock options granted. Such evaluation
 included independent calculation of the expected volatility based upon actual historical stock price movements over the period equal
 to the expected option term and assessing the reasonableness of the expected option term based on historical stock options exercised.

 We
 developed an independent estimate of the fair value for options granted during the year and compared our estimate of fair value used by management.

 /s/
 Cherry Bekaert LLP

 We
have served as the Company's auditor since 2015.

 Tampa,
Florida

 March
20, 2024

 F- 3

BALANCE SHEETS

 2023

 2022

 ASSETS

 Current Assets:

 Cash

 $
 10,177,099

 $
 3,237,106

 Accounts receivable, net

 91,277

 261,809

 Deferred contract costs

 157,300

 -

 Other current assets

 476,004

 729,342

 Current assets held for sale

 -

 118,459

 Total current assets

 10,901,680

 4,346,716

 Other Assets

 -

 250,383

 Intangible Assets, net

 327,001

 566,259

 Goodwill

 4,183,232

 4,183,232

 Non-current assets held for sale

 -

 27,595

 Total assets

 $
 15,411,913

 $
 9,374,185

 LIABILITIES AND STOCKHOLDERS' EQUITY

 Current Liabilities:

 Accounts payable and accrued expenses

 $
 1,408,965

 $
 1,154,072

 Deferred revenue

 131,628

 81,318

 Deferred contract liability

 124,150

 -

 Current liabilities held for sale

 -

 13,759

 Total current liabilities

 1,664,743

 1,249,149

 Non-current Liabilities:

 Convertible debt, net

 224,424

 7,841,500

 Deferred Severance

 -

 Total liabilities

 2,214,167

 9,090,649

 Commitments and Contingencies (Note 12)

 Stockholders' Equity:

 Common stock, $ 0.0001 par value, 250,000,000 shares authorized;
 9,450,220 and 3,179,789 shares issued and outstanding as of December 31, 2023 and 2022, respectively

 Additional paid in capital

 172,714,712

 140,257,448

 Accumulated deficit

 ( 159,530,535
)

 ( 140,130,159
)

 Accumulated comprehensive income

 12,624

 155,929

 Total stockholders' equity

 13,197,746

 283,536

 Total liabilities and stockholders' equity

 $
 15,411,913

 $
 9,374,185

 See

 F- 4

STATEMENTS OF OPERATIONS

 2023

 2022

 Revenues:

 Verified software license

 $
 186,171

 $
 156,646

 Legacy authentication services

 4,118

 370,769

 Total revenues, net

 190,289

 527,415

 Operating Expenses:

 General and administrative

 7,882,194

 14,676,938

 Research and development

 2,800,373

 6,269,175

 255,858

 749,900

 Impairment losses

 -

 1,101,867

 Total operating expenses

 10,938,425

 22,797,880

 Loss from continuing operations

 ( 10,748,136
)

 ( 22,270,465
)

 Other (Expense) Income

 Interest expense, net

 ( 1,108,458
)

 ( 1,359,954
)

 Other income (expense), net

 98,230

 ( 37,221
)

 Conversion expense

 ( 7,476,000
)

 -

 Loss on extinguishment of debt

 ( 380,741
)

 -

 Other (expense) income, net

 ( 8,866,969
)

 ( 1,397,175
)

 Loss from continuing operations before income taxes

 ( 19,615,105
)

 ( 23,667,640
)

 Income tax expense

 ( 2,864
)

 ( 7,670
)

 Loss from continuing operations

 ( 19,617,969
)

 ( 23,675,310
)

 Gain (loss) from discontinued operations

 1,524

 ( 366,663
)

 Gain (loss) on sale of discontinued operations

 216,069

 ( 188,247
)

 Total gain (loss) from discontinued operations

 217,593

 ( 554,910
)

 $
)

 $
)

 Net Loss Per Share - Basic and Diluted

 Continuing operations

 $
 ( 3.19
)

 $
 ( 7.72
)

 Discontinued operations

 $
 0.04

 $
 ( 0.18
)

 Weighted Average Shares Outstanding - Basic and Diluted

 6,153,881

 3,065,365

 See

 F- 5

STATEMENTS OF COMPREHENSIVE LOSS

 2023

 2022

 $
)

 $
)

 Foreign currency translation loss

 ( 143,305
)

 ( 55,557
)

 Comprehensive loss

 $
 ( 19,543,681
)

 $
 ( 24,285,777
)

 See

 F- 6

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

 Accumulated

 Additional

 Other

 Common Stock

 Paid-in

 Accumulated

 Comprehensive

 Shares

 Amount

 Capital

 Deficit

 Income

 Total

 Balances, December 31, 2021

 2,926,655

 $

 $
 126,583,738

 $
 ( 115,899,939
)

 $
 211,486

 $
 10,895,578

 Stock-based compensation

 -

 -

 8,870,168

 -

 -

 8,870,168

 Sale of common stock for cash, net of offering costs

 132,940

 3,146,927

 -

 -

 3,146,940

 Common stock issued with convertible debt

 3,562

 -

 91,757

 -

 -

 91,757

 Common stock issued for working capital facility

 12,500

 302,999

 -

 -

 303,000

 Shares issued in lieu of interest

 59,980

 696,387

 -

 -

 696,393

 Warrants for services with the issuance of convertible debt

 -

 -

 449,474

 -

 -

 449,474

 Cashless stock option exercise

 37,707

 ( 4
)

 -

 -

 -

 Cashless warrant exercise

 -

 -

 -

 -

 -

 Warrant exercise for cash

 4,583

 66,002

 -

 -

 66,003

 Convertible note converted to common stock

 1,690

 -

 50,000

 -

 -

 50,000

 -

 -

 -

)

 -

)

 Foreign currency translation

 -

 -

 -

 -

 ( 55,557
)

 ( 55,557
)

 Balances, December 31, 2022

 3,179,789

 $

 $
 140,257,448

 $
 ( 140,130,159
)

 $
 155,929

 $
 283,536

 Conversion of convertible debt into common stock

 2,348,347

 15,331,776

 -

 -

 15,332,011

 Sale of common stock for cash, net of offering costs

 3,564,666

 14,912,547

 -

 -

 14,912,904

 Conversion of credit facility borrowings into common stock

 245,634

 899,976

 -

 -

 900,000

 Stock-based compensation

 -

 -

 487,398

 -

 -

 487,398

 Warrants for services with the sale of common stock

 -

 -

 438,000

 -

 -

 438,000

 Shares issued in lieu of interest

 111,516

 387,567

 -

 -

 387,578

 Cashless stock option exercise

 -

 -

 -

 -

 -

 -

 -

 -

)

 -

)

 Foreign currency translation

 -

 -

 -

 -

 ( 143,305
)

 ( 143,305
)

 Balances, December 31, 2023

 9,450,220

 $

 $
 172,714,712

 $
 ( 159,530,535
)

 $
 12,624

 $
 13,197,746

 See

 F- 7

STATEMENTS OF CASH FLOWS

 Year Ended December 31,

 2023

 2022

 CASH FLOWS FROM OPERATING ACTIVITIES:

 $
)

 $
)

 Adjustments to reconcile net loss with cash flows from operations:

 Conversion expense

 7,476,000

 -

 Stock-based compensation

 487,398

 8,870,168

 Amortization of debt discounts and issuance costs

 711,269

 595,783

 Warrants for services

 438,000

 -

 Shares issued in lieu of interest

 387,578

 696,393

 Loss on debt extinguishment

 380,741

 -

 Depreciation and amortization expense

 255,858

 749,900

 Provision for doubtful collection of other receivable

 150,000

 -

 (Gain) loss from sale of discontinued operation

 ( 216,069
)

 188,247

 Impairment losses

 -

 1,101,867

 Changes in operating assets and liabilities:

 Accounts receivable

 170,532

 ( 234,962
)

 Deferred contract cost

 ( 33,150
)

 -

 Other current assets

 88,068

 167,877

 Accounts payable and accrued expenses

 245,932

 ( 669,294
)

 Deferred revenue

 50,310

 ( 117,689
)

 Other liabilities

 -

 Adjustments relating to discontinued operations

 110,064

 87,530

 Net cash flows from operating activities

 ( 8,372,845
)

 ( 12,794,400
)

 CASH FLOWS FROM INVESTING ACTIVITIES:

 Proceeds from sale of discontinued operations, net of selling costs

 91,751

 146,728

 Cash disposed of from the sale of a discontinued operation

 -

 ( 299,505
)

 Purchase of property and equipment

 -

 ( 7,027
)

 Purchase of property and equipment - discontinued operations

 -

 ( 16,159
)

 Purchase of intangible assets

 ( 16,600
)

 ( 6,311
)

 Net cash flows from investing activities

 75,151

 ( 182,274
)

 CASH FLOWS FROM FINANCING ACTIVITIES:

 Proceeds from sale of common stock, net of offering costs

 14,912,904

 3,146,940

 Credit facility drawdown, net of issuance costs

 471,816

 -

 Proceeds from issuance of convertible note payable, net of issuance costs

 -

 7,992,841

 Proceeds from exercise of warrants

 -

 66,003

 Principal payments on Convertible notes

 -

 ( 662,000
)

 Cash paid for working capital facility

 -

 ( 300,000
)

 Payments on notes payable - discontinued operations

 -

 ( 1,579
)

 Principal payments on capital lease obligation - discontinued operations

 -

 ( 10,582
)

 Net cash flows from financing activities

 15,384,720

 10,231,623

 Effect of Foreign Currencies

 ( 149,736
)

 ( 53,123
)

 Net Change in Cash

 6,937,290

 ( 2,798,174
)

 Cash, Beginning of the Year

 3,237,106

 5,767,276

 Cash, Beginning of the Year- Discontinued Operations

 2,703

 270,707

 Cash, End of the Year - Discontinued Operations

 -

 ( 2,703
)

 Cash, End of the Year

 $
 10,177,099

 $
 3,237,106

 Supplemental Disclosure of Cash Flow Information:

 Cash paid for interest

 $
 23,345

 $
 94,887

 Cash paid for interest - discontinued operations

 $

 $
 -

 Cash paid for income taxes

 $
 2,864

 $
 7,670

 Cash paid for income taxes - discontinued operations

 $
 1,254

 $
 5,627

 Schedule of Non-cash Investing and Financing Activities:

 Conversion of convertible note payable and accrued interest to common stock

 $
 7,856,011

 $
 50,406

 Conversion of credit facility borrowings into common stock

 $
 900,000

 -

 Cashless option and warrant exercises

 $
 -

 $

 Common stock issued with convertible debt

 $
 -

 $
 91,757

 Common stock for working capital facility

 $
 -

 $
 303,000

 Warrants for services with the issuance of convertible debt

 $
 -

 $
 449,474

 See

 F- 8

 (formerly
known as Ipsidy Inc.)

 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS

 NOTE
1 – DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 authID Inc.
quickly and accurately verifies a user's identity, through its easy-to-integrate, patented, biometric identity platform, eliminating
any assumption of 'who' is behind a device and preventing cybercriminals from taking over accounts. authID combines digital
onboarding, biometric passwordless authentication and account recovery, with a fast, accurate, user-friendly experience. Establishing
a biometric root of trust for each user that is bound to their accounts or provisioned devices, authID stops fraud at onboarding,
eliminates password risks and costs, and provides the faster, frictionless, and more accurate user identity experience demanded
by operators of today's digital ecosystems.

 Effective
July 18, 2022, the Company changed its name to authID Inc.

 On
May 4, 2022, the Board of Directors of authID Inc. approved a plan to exit from certain non-core activities comprising the MultiPay correspondent
bank payments services in Colombia and the Cards Plus cards manufacturing and printing business in South Africa ("Cards Plus business").
On August 29, 2022 the Company executed and completed the sale of the Cards Plus business.

 As
of December 31, 2022, the Company exited the MultiPay business in Colombia and all impacted employees had left the Company. As of December
31 2022, MultiPay S.A.S., assets are presented as assets held for sale on the Company's Consolidated Balance Sheets and their operations
presented as discontinued operations in the Consolidated Statements of Operations as they met the criteria for discontinued operations
under applicable accounting guidance. On June 30, 2023, MultiPay finalized the sale of MultiPay's proprietary software to its major
customer for approximately $ 96,000 of sale consideration. The Company collected the cash from this customer in September 2023, released
foreign currency translation gain of approximately $ 155,000 and recognized a gain of approximately $ 216,000 from the transaction. See
Discontinued Operations Note 11 for details.

 Going
Concern

 These
consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States
("US GAAP") assuming the Company will continue on a going concern basis, which implies the Company will continue to meet
its obligations and continue its operations for the next year following the issuance date of these consolidated financial statements.

 As
of December 31, 2023, the Company had an accumulated deficit of approximately $ 159.5 million. For the year ended December 31, 2023, the
Company earned revenue of approximately $ 0.19 million, used $ 8.4 million to fund its operations, and incurred a net loss from continuing
operations of approximately $ 19.6 million, of which $ 11.2 million was non-cash.

 The
continuation of the Company as a going concern is dependent upon financial support from the Company's stockholders, the ability
of the Company to obtain additional debt or equity financing to continue operations, the Company's ability to generate sufficient
cash flows from operations, successfully locating and negotiating with other business entities for potential acquisition and /or acquiring
new clients to generate revenues and cash flows.

 As
discussed in Notes 7 and 9, the Company was able to secure additional financing by the following:

 On
November 27, 2023, the Company closed a registered direct public offering ("Registered Public Offering") with accredited
investors to sell 1,574,990 shares of the Company's common stock, par value $ 0.0001 per share at a per share price of $ 6.00 per
share. The aggregate gross proceeds were approximately $ 9.4 million (or approximately $ 8.6 million, net of offering costs). The purchasers
included three directors of the Company, including the Chief Executive Officer and Chairman of the Board of Directors.

 On
May 26, 2023, pursuant to Securities Purchase Agreements, the Company issued 1,989,676 shares of common stock for aggregate gross proceeds
of approximately $ 7.3 million (or approximately $ 6.4 million, net of offering costs).

 On
May 26, 2023, pursuant to an exchange agreement with Holders of Convertible Notes payable, the Company issued 2,348,347 shares of common
stock in exchange for Convertible Notes in the gross principal amount of approximately $ 8.9 million (approximately $ 7.9 million, net
of debt issuance costs and discount).

 On
March 9, 2023, the Company entered into a promissory note in favor of Garchik for aggregate gross proceeds of $ 0.9 million (approximately
$ 0.5 million, net of offering costs). On May 26, 2023, the Company issued 253,617 shares of common stock to Garchik in exchange for the
outstanding balance plus accrued and unpaid interest in the aggregate amount of $ 929,250.

 F- 9

 The
Company will require additional funding for its current operations as it continues to invest in its product, people, and technology.
The Company projects that the investments will lead to revenue expansion thereby reducing liquidity needs. However, in order to further
implement its business plan and satisfy its working capital requirements, the Company will need to raise additional capital. There is
no guarantee that the Company will be able to raise additional equity or debt financing at acceptable terms, if at all.

 There
is no assurance that the Company will ever be profitable. These consolidated financial statements do not include any adjustments to reflect
the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that
may result should the Company be unable to continue as a going concern. As there can be no assurance that the Company will be able to
achieve positive cash flows (become cash flow profitable) and raise sufficient capital to maintain operations, there is substantial doubt
about the Company's ability to continue as a going concern.

 Subsequent
Events

 On
February 15, 2024, Mr. Joe Trelin tendered his resignation as Chairman and a Director of the Company, effective immediately. On February
20, 2024, the board of directors of the Company (the "Board") accepted his resignation and agreed to vest the unvested portion
of an option granted to Mr. Trelin June 28, 2023, amounting to 6,511 shares.

 Pursuant
to Rule 5605(b)(1) of the Rules of the Nasdaq Stock Market, ("Nasdaq"), a majority of the Board must be comprised of Independent
Directors as defined in Rule 5605(a)(2). As a result of Mr. Trelin's resignation, the Board currently consists of six directors
of which three are considered Independent Directors. The Company is currently in discussions with one or more candidates to be appointed
as an additional Independent Director, but no agreement has been reached regarding such appointment at this time. Pursuant to Rule 5605(b)(1)(A),
the Company has a cure period, within which to restore the majority of Independent Directors, expiring on the earlier of the date of
the next Annual Meeting or one year from the date of the vacancy (subject to a minimum period of 180 days from the date of the vacancy).

 On
February 20, 2024, the Board appointed Michael Thompson to the Audit Committee in compliance with Rule 5605(c)(2)(A) of the Nasdaq Rules.

 Basis
of Consolidation

 The
consolidated financial statements include the accounts of authID Inc. and its wholly-owned subsidiaries MultiPay S.A.S., ID Solutions,
Inc., FIN Holdings Inc., Ipsidy Enterprises Limited, Cards Plus Pty Ltd. (through August 29, 2022 when the sale of Cards Plus Pty Ltd.
was completed) and authID Gaming Inc. (collectively the "Company"). All significant intercompany balances and transactions
have been eliminated in consolidation.

 Use
of Estimates

 In
preparing these consolidated financial statements in conformity with US GAAP, management is required to make estimates and assumptions
that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of
the consolidated financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could
differ from those estimates.

 F- 10

 Revenue
Recognition

 Verified Software License – The Company
recognizes revenue based on the identified performance obligations over the performance period for fixed consideration and / or variable
fees generated. Variable fees are typically earned over time based on monthly users, transaction volumes or a monthly flat fee rate. We
allocate the selling price in a contract which has multiple performance obligations based on the contract selling price that we believe
represents a fair market price for the service rendered based on estimated standalone selling price. Transaction fees are billed monthly
and are constrained to transactions incurred within the month.

 The
Company had deferred revenue contract liabilities of approximately $ 132,000 and $ 81,000 as of December 31, 2023 and December 31, 2022
respectively for certain revenue that will be earned in future periods. All deferred revenue contract liabilities as of December 31,
2023 are expected to be earned over the next twelve months.

 Remaining
Performance Obligations

 As
of December 31, 2023, the Company's Remaining Performance Obligation (RPO) was $ 4.03 million, of which $ 0.13 million is held as
deferred revenue and $ 3.89 million is related to other non-cancelable contracted amounts. The Company estimated the $ 4.03 million balance
based primarily on minimum annual billings associated with signed customer contracts, which have not yet implemented the Company's
software. Based on the contractual terms of the signed customer contracts, we anticipate recognizing this revenue over the next 3 years.
However, due to the complexities and estimates inherent in revenue recognition, ultimate revenue recognized may differ from these estimates.

 Deferred
Contract Costs

 We
defer the portion of sales commission that is considered a cost of obtaining a new contract with a customer and amortize these deferred
costs over the period of benefit. We expense the remaining sales commissions as incurred. The following table summarizes deferred contract
cost activity for the year ended December 31, 2023:

 Deferred

 Contract Costs

 Carrying Value at December 31, 2022

 $
 -

 Additions

 157,300

 Amortization

 -

 Carrying Value at December 31, 2023

 $
 157,300

 Legacy
Authentication Services – The Company historically has sold certain legacy software licenses to customers and revenue is recognized
when delivery occurs, and all other revenue recognition criteria have been met. During both 2023 and 2022, the Company provided annual
software maintenance support services relating to previously licensed software on a stand-ready basis. These fees were billed in advance
and recognized ratably over the requisite service period as revenue.

 Accounts
Receivable

 All
customers are granted credit on a short-term basis. The Company routinely reviews its trade receivables and makes provisions for probable
doubtful accounts; however, those provisions are estimates and actual results could differ from those estimates and those differences
may be material. Trade receivables are deemed uncollectible and removed from accounts receivable and the allowance for doubtful accounts
when collection efforts have been exhausted.

 On
August 29, 2022, the Company completed the sale of Cards Plus for a price of $ 300,000 of which $ 150,000 was received and the remaining
balance of $ 150,000 was recorded in other current assets. While the Company and Cards Plus continue to actively pursue payment of the
remaining balance, which is subject to regulatory approval, management re-evaluated the likelihood of recovery and recorded an allowance
for doubtful account in the year ended December 31, 2023 related to this receivable.

 At
December 31, 2023 and 2022, management determined no other allowance for doubtful accounts was required.

 New
Accounting Pronouncement – In June 2016, the Financial Accounting Standards Board issued Accounting Standards Update No. 2016-13,
"Financial Instruments – Credit Losses (Topic 326)," which replaces the current incurred loss impairment methodology
for most financial assets with the current expected credit lost, or CECL, methodology. The series of new guidance amends the impairment
model by requiring entities to use a forward-looking approach based on expected losses rather than incurred losses to estimate credit
losses on certain types of financial instruments, including trade receivables. The Company adopted the new standard effective January
1, 2023, which did not have a material impact to the consolidated financial statements.

 F- 11

 Concentration
of Credit Risk and Major Customers

 The
Company's financial instruments that potentially expose the Company to a concentration of credit risk consist of cash and accounts
receivable.

 Cash:
 The Company's cash is deposited at financial institutions and cash balances held in United States ("US") bank accounts
are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $ 250,000. At various times during the year, the Company
may have exceeded amounts insured by the FDIC. At December 31, 2023, the Company had approximately $ 9.9 million in funds in the United
States which were in excess of the insured amounts by the FDIC. For the Company's foreign subsidiaries, no amounts are insured.
At December 31, 2023, the Company held approximately $ 700 in cash maintained in a British bank.

 2023
Revenues and accounts receivable: For the year ended December 31, 2023, 10 % of consolidated revenues were derived from International
customers and two customers represented 58 % of consolidated revenue. As of December 31, 2023, accounts receivable related to three customers
amounted to 78 % of the accounts receivable.

 2022
Revenues and accounts receivable: For the year ended December 31, 2022, revenue for approximately 70 % of the total revenues from
continuing operations were derived from two legacy customers. As of December 31, 2022, accounts receivable related to one legacy customer
amounted to 86 % of the accounts receivable.

 Income
Taxes

 The
Company accounts for income taxes under Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC")
740 "Income Taxes." Under the asset and liability method of FASB ASC 740, deferred tax assets and liabilities are recognized
for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities
and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred
tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance
is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future
operations.

 Leases

 In
July 2022, the Company signed a new lease agreement for one year and moved its headquarters to Denver, Colorado. The office monthly lease
cost was approximately $ 1,500 per month. The Company did not renew the lease agreement after July 2023 and has no remaining lease agreements
as of December 31, 2023.

 Property
and Equipment, net

 Property
and equipment consists of furniture and fixtures and computer equipment and are stated at cost. Property and equipment are depreciated
using the straight-line method over the estimated useful service lives of three to five years. Maintenance and repairs are expensed as
incurred and improvements are capitalized. Gains or losses on the disposition of property and equipment are recorded upon disposal.

 Intangible
Assets

 Intangible
assets include when applicable, costs associated with software development of new product offerings and significant enhancements to existing
applications. Research & development costs are expensed as incurred. Development costs of computer software to be sold, leased or
otherwise marketed are subject to capitalization beginning when a product's technological feasibility has been established and
ending when a product is available for general release to customers. As of December 31, 2023 and 2022, all assets are in service.

 Long-lived
assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not
be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated
undiscounted future cash flows expected to be generated by the asset.

the year ended December 31, 2023, the Company determined that all intangible assets would be recovered and therefore did not record impairment
expense. During the year ended December 31, 2022, the Company determined that certain intangibles assets are no longer recoverable and
recognized impairment expense of approximately $ 1.1 million.

 F- 12

 Goodwill

 Goodwill
is recorded when the purchase price paid for an acquisition exceeds the fair market value of net identified tangible and intangible assets
acquired. The Company performs an annual impairment test of goodwill and further periodic tests to the extent indicators of impairment
develop between annual impairment tests. The Company's impairment review process compares the fair market value of the reporting
unit to it carrying value, including the goodwill related to the reporting unit utilizing qualitative considerations. To determine the
fair market value of the reporting unit, the Company may use various approaches including an asset or cost approach, market approach
or income approach or any combination thereof. These approaches may require the Company to make certain estimates and assumptions including
future cash flows, revenue and expenses. These estimates and assumptions are reviewed each time the Company tests goodwill for impairment
and are typically developed as part of the Company's routine business planning and forecasting process. While the Company believes
its estimates and assumptions are reasonable, variations from those estimates could produce materially different results.

 During the year ended December 31, 2023, the Company's
assessment did not indicate that an impairment charge was required as its fair market value (as determined primarily by the Company's
market capitalization) was in excess of carrying value.

 Stock-based
compensation

 The
Company has accounted for stock-based compensation under the provisions of FASB ASC 718 – "Stock Compensation" which
requires the use of the fair- value based method to determine compensation for all arrangements under which employees and others receive
shares of stock or equity instruments (stock options and common stock purchase warrants). For all awards, the fair market value of each
stock option award is estimated on the date of grant using the Black- Scholes or Monte-Carlo valuation models as appropriate that uses
assumptions for expected volatility, expected dividends, expected term, and the risk-free interest rate. Expected volatilities are based
on historical volatility of the Company's stock and other factors estimated over the expected term of the stock options. For employee
awards, the expected term of options granted is derived based on exercise history. We continually monitor exercise activity from the
date of grant and consider our short history and certain stock price growth during various periods. The risk-free rate is based on the
U.S. Treasury yield curve in effect at the time of grant for the period of the expected term. The Company accounts for forfeitures of
employee awards as they occur.

 Research
and Development Costs

 Research
and development costs consist of expenditures for the research and development of new products and technology. These costs are primarily
expenses incurred to perform research projects and develop technology for the Company's products. Research and development costs
are expensed as incurred.

 Advertising
Expenses

the fiscal year 2023 and 2022 the Company incurred approximately $ 97,000 and $ 220,000, respectively, in digital marketing expenses to
promote our products.

 Net
Loss per Common Share

 The
Company computes net loss per share in accordance with FASB ASC 260, "Earnings per Share". ASC 260 requires presentation
of both basic and diluted earnings per share ("EPS") on the face of the statement of operations. Basic EPS is computed by
dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted
EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock
method, and convertible notes and stock warrants, using the if-converted method. In computing diluted EPS, the average stock price for
the period is used in determining the number of shares assumed to be purchased from the exercise of stock options, warrants and conversion
of convertible notes. Diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive. The following potentially
dilutive securities were excluded from the calculation of diluted loss per share for the years ended December 31, 2023 and 2022 because
their effect was antidilutive:

 2023

 2022

 Convertible notes payable

 8,277

 325,188

 Warrants

 598,267

 153,683

 Stock options

 1,796,739

 1,291,595

 2,403,283

 1,770,466

 Foreign
Currency Translation

 The
assets, liabilities and results of operations of certain of authID's subsidiaries are measured using their functional currency
which is the currency of the primary foreign economic environment in which they operate. Upon consolidating these subsidiaries, the applicable
assets and liabilities are translated to US dollars at currency exchange rates as of the applicable dates and their revenues and expenses
are translated at the weighted average currency exchange rates during the applicable reporting periods. Translation adjustments resulting
from the process of translating these subsidiaries' financial statements are reported in other comprehensive loss in the accompanying
consolidated statements of comprehensive loss.

 F- 13

 NOTE
2 – OTHER CURRENT ASSETS AND OTHER ASSETS

 Other
current assets consisted of the following at December 31, 2023 and 2022:

 2023

 2022

 Prepaid Insurance

 $
 184,492

 $
 244,215

 Unamortized working capital facility fees - current

 -

 199,156

 Prepaid Third Party Services

 291,512

 135,405

 Other

 -

 150,566

 $
 476,004

 $
 729,342

 Other
assets consisted of the following at December 31, 2023 and 2022:

 OTHER ASSETS

 2023

 2022

 Unamortized working capital facility fees - non current

 $
 -

 $
 248,945

 Other

 -

 1,438

 $
 -

 $
 250,383

 NOTE
3 – PROPERTY AND EQUIPMENT, NET

 Property
and equipment consisted of the following as of December 31, 2023 and 2022:

 Estimated

 Description

 Useful

Lives

 2023

 2022

 Computer Equipment

 $
 -

 $
 85,583

 Furniture and Equipment

 -

 54,016

 -

 139,599

 Less: Accumulated Depreciation

 -

 ( 139,599
)

 Property and Equipment, Net

 $
 -

 $
 -

 Depreciation
expense totaled $ 0 and $ 25,021 for the years ended December 31, 2023 and 2022, respectively.

 NOTE
4 – INTANGIBLE ASSETS, NET (OTHER THAN GOODWILL)

 The
Company's intangible assets consist of intellectual property acquired from FIN in addition to internally developed software that
have been placed into service. They are amortized over their estimated useful lives as indicated below. The following is a summary of
activity related to intangible assets for the years ended December 31, 2023 and 2022:

 Acquired and Developed Software

 Patents

 Total

 Useful Lives

 5 Years

 10 Years

 Carrying Value at December 31, 2021

 2,238,882

 140,570

 2,379,452

 Additions

 -

 6,311

 6,311

 Impairment of assets

 ( 1,107,867
)

 -

 ( 1,107,867
)

 Amortization

 ( 695,420
)

 ( 16,217
)

 ( 711,637
)

 Carrying Value at December 31, 2022

 $
 435,595

 $
 130,664

 $
 566,259

 Additions

 16,600

 -

 16,600

 Impairment of assets

 -

 -

 -

 Amortization

 ( 239,397
)

 ( 16,461
)

 ( 255,858
)

 Carrying Value at December 31, 2023

 $
 212,798

 $
 114,203

 $
 327,001

 F- 14

 The
following is a summary of intangible assets as of December 31, 2023:

 Acquired and
 Developed
 Software

 Patents

 Total

 Cost

 1,734,662

 164,614

 1,899,276

 Accumulated amortization

 ( 1,521,864
)

 ( 50,411
)

 ( 1,572,275
)

 Carrying Value at December 31, 2023

 $
 212,798

 $
 114,203

 $
 327,001

 The
following is a summary of intangible assets as of December 31, 2022:

 Acquired and
 Developed
 Software

 Patents

 Total

 Cost

 4,476,271

 164,614

 4,640,885

 Accumulated amortization

 ( 4,040,676
)

 ( 33,950
)

 ( 4,074,626
)

 Carrying Value at December 31, 2023

 $
 435,595

 $
 130,664

 $
 566,259

 The
following is the future amortization of intangible assets for the year ended December 31:

 2024

 173,632

 2025

 69,331

 2026

 19,228

 2027

 16,461

 2028

 16,461

 Thereafter

 31,888

 $

 327,001

 NOTE
5 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

 Accounts
payable and accrued expenses consisted of the following as of December 31, 2023 and 2022:

 2023

 2022

 Trade payables

 $
 339,832

 $
 623,130

 Accrued payroll and related expenses

 707,317

 145,837

 Other

 361,816

 385,105

 $
 1,408,965

 $
 1,154,072

 F- 15

 NOTE
6 – WORKING CAPITAL FACILITY

 On
March 21, 2022, the Company entered into a Facility Agreement with a current shareholder and noteholder of the Company ("Garchik"),
pursuant to which the shareholder agreed to provide to the Company a $ 10.0 million unsecured standby line of credit facility that will
rank behind the Convertible Notes (see Note 7) and may be drawn down in several tranches, subject to certain conditions described in
the Facility Agreement (the "Credit Facility"). Pursuant to the Credit Facility, the Company agreed to pay a facility commitment
fee of 12,500 shares of our common stock upon the effective date of the Credit Facility.

 There
were no borrowings under the Credit Facility as of December 31, 2022.

 On
March 8, 2023, the Company entered into an Amended and Restated Facility Agreement ("A&R Facility Agreement") with Garchik,
pursuant to which the Company and Garchik amended and restated the Original Facility Agreement in its entirety, to replace the credit
facility contemplated by the Original Facility Agreement with (i) an initial credit facility to the Company in an amount of $ 900,000
and (ii) the parties to use their reasonable best efforts after the Initial Funding to negotiate the terms of a subsequent credit facility
in the aggregate amount of $ 2,700,000 (the "Subsequent Funding").

 On
March 9, 2023, pursuant to the A&R Facility Agreement, the Company entered into a promissory note (the "Initial Promissory
Note") in favor of Garchik, pursuant to which Garchik loaned the amount of $ 900,000 (the "Principal Amount") to the
Company. In connection with the Company and Garchik entering into the Initial Promissory Note, each of the principal United States based
subsidiaries of the Company agreed to, for the benefit and security of Garchik, guarantee the payment and performance all of the Company's
obligations under the Initial Promissory Note and the Guaranty. The Company and Garchik also entered into the Release Agreement, pursuant
to which the Company and Garchik mutually agreed to release any and all rights to make a claim against the other and any existing claims
against the other arising out of or relating to the Original Facility Agreement.

 The Company wrote-off approximately $ 373,000 of
the issuance costs related to the Original Credit Facility and capitalized $ 426,000 issuance costs related to the A&R Facility Agreement.

 On
May 25, 2023, the Company and Garchik agreed to cancel the Initial Promissory Note, terminate the A&R Facility Agreement and Guaranty
and satisfy and offset the outstanding balance of the Initial Promissory Note, plus accrued and unpaid interest in the aggregate amount
of $ 929,250 against the purchase price of certain shares of common stock of the Company.

 See
Note 9 "Shareholders' Equity". All remaining unamortized debt issuance costs of approximately $ 381,000 related to the
Initial Promissory Note and the A&R Facility Agreement were recorded as a loss on debt extinguishment in the year ended December
31, 2023.

 F- 16

 NOTE
7 – CONVERTIBLE NOTES PAYABLE

 On
March 21, 2022, the Company entered into a Securities Purchase Agreement ("SPA") with certain accredited investors, including
certain directors of the Company or their affiliates (the "Note Investors"), and, pursuant to the SPA, sold to the Note Investors
Senior Secured Convertible Notes (the "Convertible Notes") with an aggregate initial principal amount of approximately $ 9.2
million and a conversion price of $ 3.70. The Convertible Notes were sold with an aggregate cash origination fee of approximately $ 200,000,
and we issued a total of approximately 3,562 shares of our common stock to the Note Investors as an additional origination fee. The Convertible
Notes will accrue interest at the rate of 9.75 % per annum, which will be payable in cash or, for some or all of the first five interest
payments, in shares of our common stock at the Company's option, on the last day of each calendar quarter before the maturity date
and on the maturity date. The maturity date of the Convertible Notes is March 31, 2025.

 Between
May 23 and June 7, 2023, the Company entered into an exchange agreement with certain holders ("Holders") of the Convertible
Notes of the Company, pursuant to which the Company agreed to issue 2,348,347 shares of common stock to the Holders in exchange for approximately
$ 8.9 million (or approximately $ 7.9 million, net of debt issuance costs and discount) of the principal amount of Holders' Convertible
Notes at a price between $ 3.78 and $ 5.80 per share (or $ 4.12 if the Holder is a director, officer or insider of the Company). The Company
also recognized an expense on conversion of convertible notes of approximately $ 7.5 million, representing the market value of the additional
shares issued by the Company in exchange for the Convertible Notes, above the number of shares that the Holders would have received upon
conversion at the original conversion price under the Convertible Notes.

 On
May 23, 2023, the Company solicited the consent of the Convertible Notes Holders to eliminate substantially all of the restrictive covenants
and a related event of default in the Convertible Notes. The Company received consent from Holders representing over the necessary 66.67 %
of the outstanding principal amount under the Convertible Notes

the year ended December 31, 2022, a holder of a Convertible Note converted the full principal amount of $ 50,000 and accrued interest
of $ 406 into 1,706 shares of our common stock.

the year ended December 31, 2023 and 2022, the Company issued 103,533 and 59,981 shares of common stock for approximately $ 358,000 and
$ 696,000 of interest expense, respectively. The number of shares issued to each Note Investor was based on the VWAP of the common stock
as of the relevant interest payment date, as defined in the Convertible Notes.

 In
connection with the issuance of the Convertible Notes during 2022, the Company issued 17,836 common stock warrants to a broker and its
representatives with an estimated grant date fair market value of approximately $ 449,000 which was recorded as a reduction in the carrying
value of the Convertible Notes.

 The
Company also had a note outstanding to the Stern Trust in the amount of $ 662,000 that earned interest at 10 % per annum. Theodore Stern,
the former Trustee of the Stern Trust was formerly a director of the Company. The maturity date of the Stern Note was previously February
29, 2022 and the Stern Trust and the Company mutually agreed to extend the due date to December 31, 2022. The Stern Note was paid in
full prior to December 31, 2022.

 The
following is a summary of convertible notes outstanding as of December 31, 2023 and 2022:

 2023

 2022

 9.75 % convertible notes due March 31, 2025

 245,000

 9,125,205

 less

 Unamortized debt discount expense

 ( 3,256
)

 ( 203,593
)

 Unamortized debt issuance expense

 ( 17,320
)

 ( 1,080,112
)

 $
 224,424

 $
 7,841,500

 F- 17

 NOTE 8 – RELATED PARTY TRANSACTIONS

 2023 Transactions

 Convertible Notes Payable

 On May 23, 2023, pursuant to an Exchange Agreement,
Mr. Ken Jisser, who became a director of the Company on March 9, 2023, exchanged $ 100,000 of Convertible Notes payable and accrued
interest of $ 1,463 for 24,628 shares of common stock.

 On May 23, 2023, pursuant to an Exchange Agreement,
Mr. Stephen J. Garchik, who is a shareholder of the Company, exchanged $ 1,000,000 of Convertible Notes payable and $ 14,625 of
accrued interest for 264,831 and 3,874 shares of common stock, respectively. As a result of such exchange, the issuance
of shares in satisfaction of the Credit Facility referred to below and the purchase of additional shares of common stock in May 2023,
(See Note 9 "Shareholders' Equity"), Mr. Garchik is now a holder of more than 10 % of the outstanding shares of
the Company's common stock.

 Issuance of Common Stock

 On May 23, 2023, Messrs. Rhoniel Daguro, CEO,
Ken Jisser, Michael Thompson, members of the Company's Board of Directors and Joseph Trelin, the Chairman of the Board, each purchased
 12,500 shares of Company's common stock at a price of $ 50,000.

 On November 20, 2023, Messrs. Rhoniel Daguro,
CEO and Director, and Joseph Trelin, the Chairman of the Board, each purchased 8,333 shares of the Company's common stock at a price
of $ 50,000. Michael Thompson, also a Director purchased 16,667 shares of Company's common stock at a price of $ 100,000. Stephen
Garchik, a holder of more than 10 % of the outstanding shares of the Company's common stock, purchased 166,667 shares of Company's
common stock at a price of $ 1,000,000.

 Credit Facility

 On March 21, 2022 the Company entered into the
Original Facility Agreement with Mr. Stephen Garchik, an accredited investor, who is both a current shareholder of the Company and a Note
Investor, pursuant to which Mr. Garchik agreed to provide a $ 10.0 million unsecured standby line of credit facility that will rank
behind the Convertible Notes. Pursuant to the Original Facility Agreement, the Company agreed to pay Mr. Garchik the Facility Commitment
Fee of 12,500 shares of our common stock upon the effective date of the Original Facility Agreement. Upon request by Mr. Garchik
and until the full amount due under the Original Agreement is repaid in full, the Company agreed to provide for the nomination of one
designee specified in writing by Garchik for appointment to our board directors and for subsequent election to our board of directors
and to recommend such nominee for election to our board of directors. On April 18, 2022, Joseph Trelin, as Garchik's designee under
the Original Facility Agreement, was appointed as a member of the Board of Directors of the Company. By virtue of such right of nomination
Mr. Garchik considered himself a "director by deputization".

 As described in Note 6 "Working Capital
Facility", the Original Facility Agreement was amended and restated effective March 8, 2023 pursuant to which amendment the amount
of the facility was reduced to $ 3.6 million, an initial advance of $ 900,000 was made and subsequent advances under the A&R
Facility Agreement are subject to various conditions including the granting of a security interest over substantially all the Company's
assets. Under the A&R Facility Agreement Garchik had a one-time right for the nomination of four designees specified in writing by
Garchik for appointment to our board of directors. On March 9, 2023 Rhoniel Daguro, Ken Jisser, Michael Thompson and Thomas Szoke as Garchik's
designees under the A&R Facility Agreement, were appointed as members of the Board of Directors of the Company.

 On May 25, 2023, the Company and Mr. Garchik agreed
to cancel the Initial Promissory Note, terminated the A&R Facility Agreement and Guaranty and satisfied and offset the outstanding
balance of the Note in the principal amount of $ 900,000 and $ 29,250 accrued and unpaid interest with the purchase price of 245,634 and 7,983 shares
of common stock, respectively.

 F- 18

 Executive Officers

 On March 23, 2023, the Company and Thomas Thimot
entered into a Confidential Separation Agreement and General Release for the purposes of separation of Mr. Thimot from the Company as
Chief Executive Officer and an employee by mutual consent and settling, compromising and resolving all claims between them. Mr. Thimot's
resignation was effective March 23, 2023. In addition to the Company paying all accrued but unpaid salary and providing reimbursement
for all outstanding expenses, the Company has agreed to pay Mr. Thimot $ 325,000 which shall be deferred until the earlier of April 1,
2025 and a change of control of the Company. Mr. Thimot will also be eligible for certain health benefits. The exercise period with respect
to Mr. Thimot's stock option to acquire 32,812 shares of common stock at an exercise price of $ 62.40 per share was extended through
March 23, 2027. All unvested grants or other equity awards lapsed and are no longer exercisable as of the separation date.

 On March 23, 2023, the Company and Rhoniel A.
Daguro, a director of the Company, entered an Offer Letter pursuant to which Mr. Daguro agreed to serve as Chief Executive Officer of
the Company in consideration of an initial annual salary of $ 400,000. Mr. Daguro will be eligible for an annual target bonus of up to
$ 375,000 based on performance milestones. For the period ending March 31, 2024, 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. For subsequent years, Mr. Daguro and the Compensation Committee of the Board will mutually
agree as to the performance targets to be achieved, to earn the annual bonus. On April 10, 2023, the Company provided Mr. Daguro with
an initial grant of options to purchase 306,875 shares of common stock at the exercise price of $ 3.176 per share for a
period of ten years vesting subject to achievement of performance and service conditions. On June 28, 2023, the Company made
an additional grant of options to Mr. Daguro to acquire 183,125 shares of common stock at the exercise price of $ 5.48 for
a period of ten years vesting subject to achievement of performance and service conditions.

 The employment of Mr. Daguro 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. Daguro, 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. Daguro 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. Daguro for the cost of continuation
of health coverage for Mr. Daguro and his eligible dependents pursuant to COBRA until the earlier of 12 months following the termination
date, the date Mr. Daguro and his dependents are eligible for health coverage from a new employer or the date Mr. Daguro and his eligible
dependents are no longer eligible for COBRA.

 On April 12, 2023, the Company entered an Offer
Letter with Thomas R. Szoke, a director of the Company, pursuant to which Mr. Szoke agreed to serve as Chief Technology Officer 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 our 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 be achieved, to earn the annual bonus. The vesting criteria of Mr. Szoke's
Stock Options to acquire 12,500 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. On June 28, 2023, the Company made an additional
grant of options to Mr. Szoke to acquire 50,000 shares of common stock at the exercise price of $ 5.48 per share for a period
of ten years vesting subject to achievement of performance and service conditions. Additionally, on December 21, 2023, the Company granted
Mr. Szoke options to acquire 5,000 shares of common stock at an exercise price of $ 9.25 for ten years, vesting over twelve months.

 F- 19

 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.

 On May 11, 2023, the Company entered a Retention
Agreement with Hang Pham, pursuant to which the Company agreed to provide specified retention bonus amounts subject to certain performance
conditions in the aggregate amount of up to $ 240,625 and to accelerate the vesting on her equity awards upon termination. This Agreement
replaces the previous Executive Retention Agreement dated April 25, 2022, which was terminated and a release granted in relation thereto.
Ms. Pham resigned as Chief Financial Officer effective August 15, 2023.

 On July 31, 2023, the Company and Edward Sellitto
entered an Offer Letter pursuant to which Mr. Sellitto agreed to serve as Chief Financial Officer of the Company commencing August 15,
2023 in consideration of an annual salary of $ 250,000. As of January 1, 2024, Mr. Sellitto's annual salary was increased to $ 275,000.
Mr. Sellitto will be eligible for an annual target bonus of up to 60 % of base salary based on achievement of performance milestones,
as Mr. Sellitto and the Compensation Committee of the Board, will mutually agree for each year. The bonus shall be pro-rated for the year
2023. At the outset of employment, Mr. Sellitto was provided with a grant of options to purchase 50,000 shares of common stock
vesting subject to achievement of performance and service conditions at an exercise price of $ 8.87, with an exercise period of 10 years.
Additionally, on December 21, 2023, the Company granted Mr. Selitto options to acquire 7,000 shares of common stock at an exercise price
of $ 9.25 for ten years, vesting over twelve months. The employment of Mr. Sellitto will be at will and may be terminated at any time,
with or without formal cause.

 Board of Directors

 Messrs. Thomas Thimot, Phillip L. Kumnick, Philip
R. Broenniman, Michael A. Gorriz and Ms. Neepa Patel tendered their resignations from the Board of Directors of the Company on March 9,
2023. The Board of Directors appointed Joseph Trelin to the Company's Compensation and Audit Committees. On March 9, 2023, the Board
of Directors appointed Rhon Daguro, Ken Jisser, Michael Thompson and Thomas Szoke as additional directors of the Company and reduced the
size of the Board of Directors from 8 directors to 7 directors. The Company granted Messrs. Jisser, Thompson and Szoke 12,500 options
each at the exercise price of $ 2.64 per share.

 On March 16, 2023, the Company appointed Joseph
Trelin as the Chairman of the Board, Michael Koehneman as Chairman of the Governance Committee and appointed Michael Thompson to the Company's
Compensation and Governance Committees.

 On June 28, 2023, the Company granted 15,625 options
each at the exercise price of $ 5.48 per share to Messrs. Joseph Trelin, Michael Koehneman and Ms. Jacqueline White and 3,125 options
each at the exercise price of $ 5.48 to Messrs. Jisser and Thompson, in accordance with the Company's compensation policy for
non-employee directors. Each such option vests over a period of twelve months. Mr. Trelin retired from the Board effective February 20,
2024 and the Board vested the unvested portion of these options, amounting to 6,511 shares. See Note 1 – "Subsequent Events"

 F- 20

 Commercial
Agreements

 On June 6, 2023,
the Company entered into a services agreement with The Pipeline Group, Inc. ("TPG"). Ken Jisser, a director of the Company, is
the founder and CEO of TPG, a technology-enabled services company that aims to deliver business results for companies looking to build
a predictable and profitable pipeline. The agreement provides that TPG will assist in providing outsourced sales including business
development resources for outbound calling, provide support for automated dialing technology, classify customer data and other sales related
services for an initial term of one year. On October 25, 2023 and December 19, 2023, the Company entered into amendments to the above
services agreement, pursuant to which TPG will provide certain additional services to the Company. In consideration of the services, the
Company will pay TPG $ 98,000 per month during the remainder of the initial one-year term. During the period from June 6, 2023 through
December 31, 2023 the Company paid TPG a total of $ 398,000. As of December 31, 2023 the Company had a balance of $ 84,000 in Accounts Payable
related to amounts owed to TPG under the payment terms of this agreement. The foregoing is only a summary of the material terms
of the agreements entered with TPG and does not purport to be a complete description of the rights and obligations of the parties thereunder.
The summary of the agreement entered with TPG is qualified in its entirety by reference to the forms of such agreements, which were filed
as exhibits to the Company's Current Report and are incorporated by reference herein (See "Exhibits").

 2022 Transactions

 Convertible Notes Payable

 During the year ended December 31, 2022, two Directors,
an affiliate of one of such Directors and one Executive Officer invested in $ 1.2 million of the Convertible Notes issued. See Note 7.
In connection with the payment of interest on the Convertible Notes, 2,596 shares were issued to two Directors and an affiliate of one
of the Directors.

 Issuance of Common Stock

 Two Directors and one Executive Officer invested
$ 0.2 million in the common stock offering during the year ended December 31, 2022. See Note 8.

 Credit Facility

 On March 21, 2022 the Company entered into a Credit
Facility with an accredited investor Mr. Stephen Garchik, who is both a current shareholder of the Company and a Note Investor, pursuant
to which the accredited investor agreed to provide a $ 10.0 million unsecured standby line of credit facility that ranked behind the Convertible
Notes. Pursuant to the Credit Facility, the Company agreed to pay the Lender the Facility Commitment Fee of 12,500 shares of our common
stock upon the effective date of the Facility Agreement.

 Executive Officers

 On April 25, 2022, Stuart Stoller indicated his
intention to resign as Chief Financial Officer of the Company in connection with his planned retirement. The resignation and retirement
were effective date of June 17, 2022 at which time Annie Pham was appointed Chief Financial Officer in his place. In connection with his
retirement, the Board of Directors approved the vesting of approximately 15,278 stock options which were unvested as of June 17, 2022.
Additionally, the Board of Directors approved a consulting arrangement for Mr. Stoller to provide transitional services on an as needed
basis.

 On
April 25, 2022, Ms. Pham and the Company entered into an Offer Letter pursuant to which Ms. Pham agreed to serve as Chief Financial Officer
commencing June 20, 2022. Ms. Pham receives an annual salary of $ 275,000. In addition, Ms. Pham received a signing bonus in the amount
of $ 25,000, which is fully refundable to the Company if Ms. Pham leaves her employment voluntarily or is terminated for cause prior to
the first anniversary of the commencement of employment. Upon commencing employment, Ms. Pham was granted an option to acquire 43,750
shares of common stock at an exercise price of $ 19.28 and an exercise period of ten years subject to certain performance vesting requirements.
In December 2022, Ms. Pham was granted an option to acquire 7,500 shares of common stock at an exercise price of $ 6.32 which will vest
on December 31, 2023 with an exercise period of ten years. On May 11, 2023, the Company and Ms. Annie Pham, the CFO of the Company, entered
a Retention Agreement, pursuant to which the Company agreed to provide specified retention bonus amounts subject to certain performance
conditions in the aggregate amount of up to $ 240,625 and to accelerate the vesting on her equity awards upon termination. Mr. Pham also
received one-year of medical coverage for an aggregate cost $ 57,715. This Agreement replaces the previous Executive Retention Agreement
dated April 25, 2022, which was terminated, and a release granted in relation thereto. Ms. Pham resigned on August 15, 2023.

 F- 21

 Board of Directors

 In April 2022, the Company appointed Joe Trelin
as an additional independent director. The Company granted Mr. Trelin options to acquire 12,612 shares of common stock or a total of $ 270,000
at an exercise price of $ 25.04 per share for a term of ten years that vest one third per year after each Annual Meeting.

 In September 2022 the Company granted additional
options to acquire 4,371 shares of common stock each at an exercise price of $ 24.24 per share, to each of the non-employee Directors,
by way of annual compensation under the Company's compensation policy for non-employee directors, which vest monthly over a one-year-period.

 NOTE 9 – STOCKHOLDERS' EQUITY

 The Company is authorized to issue 250,000,000
shares of common stock. The Company had 9,450,220 and 3,179,789 shares of common stock issued and outstanding as of December 31, 2023
and 2022, respectively. In addition, the Company is authorized to issue 20,000,000 shares of preferred stock but no shares of preferred
stock have been issued.

 On June 26, 2023, the Company filed a Certificate
of Amendment to its Amended and Restated Certificate of Incorporation to effect a one-for-eight (1-for-8 reverse split (the "Reverse
Split") of the shares of the Company's common stock. The Reverse Split became effective on July 7, 2023. As a result of the
Reverse Split, every eight shares of the Company's issued and outstanding common stock automatically converted into one share of
common stock, without any change in the par value per share, and began trading on a post-split basis under the Company's existing
trading symbol, "AUID", when the market opened on July 10, 2023. The Reverse Split affected all holders of common stock uniformly
and did not affect any common stockholder's percentage ownership interest in the Company, except for de minimis changes as a result
of the elimination of fractional shares. A total of 62,816,330 shares of common stock were issued and outstanding immediately prior to
the Reverse Split, and 7,874,962 shares of common stock were issued and outstanding immediately after the Reverse Split. No fractional
shares will be outstanding following the Reverse Split. Any holder who would have received a fractional share of common stock received
an additional fraction of a share of common stock to round up their holding to the next whole share. In addition, effective as of the
Reverse Split, proportionate adjustments were made to all then-outstanding options and warrants with respect to the number of shares of
common stock subject to such options or warrants and the exercise prices thereof, as well as to the conversion price under the remaining
Convertible Notes. The impact of this change in capital structure has been retroactively applied to all periods presented herein.

 Common Stock

 2023 Common Stock Transactions

 On November 27, 2023, pursuant to Securities Purchase Agreements,
the Company issued 1,574,990 shares of common stock for cash gross proceeds of approximately $ 9.4 million (or approximately $ 8.6 million,
net of offering costs).

 On
May 26, 2023, pursuant to Securities Purchase Agreements, the Company issued 1,989,676 shares of common stock for cash gross proceeds
of approximately $ 7.3 million (or approximately $ 6.4 million, net of offering costs).

 On
May 26, 2023, pursuant to a Securities Purchase Agreement, Mr. Garchik capitalized the outstanding principal balance of $ 900,000 under
the Initial Promissory Note, into 245,634 shares of common stock, respectively.

 On
May 26, 2023, pursuant to an exchange agreement with Holders of Convertible Notes payable, the Company issued 2,348,347 shares of common
stock in exchange for Convertible Notes in the gross principal amount of approximately $ 8.9 million (approximately $ 7.9 million, net
of debt issuance costs and discount). In addition, the Company recorded approximately $ 7.5 million of expense on conversion of convertible
notes.

 The
Company issued 111,516 shares of common stock for approximately $ 388,000 of interest accrued under the Convertible Notes and Credit Facility.
See Note 7 "Convertible Notes Payable".

 A
stock option holder exercised their stock options and were issued approximately 268 shares of our common stock.

 F- 22

 2022 Common Stock Transactions

 On
March 18 and March 21, 2022, the Company entered into Subscription Agreements (the "Subscription Agreements") with an accredited
investor and certain members of authID's management team (the "PIPE Investors"), and, pursuant to the Subscription
Agreements, sold to the PIPE Investors a total of 132,940 shares of our common stock at prices of $ 24.24 per share for an outside investor
and $ 29.60 per share for the management investors (the "PIPE"). The aggregate gross proceeds from the PIPE are approximately
$ 3.3 million.

 The Company issued a total of 3,562 shares of our common
stock to the Note Investors as an additional origination fee.

 On March 21, 2022, the Company entered into a Facility Agreement
with a current shareholder and noteholder of the Company, pursuant to which the shareholder agreed to provide the Company a $ 10.0 million
unsecured standby letter of credit facility. Pursuant to the Credit Facility, the Company paid a facility commitment fee of 12,500 shares
of our common stock with a fair market value of $ 24.24 per share upon the effective date of the Credit Facility.

the year ended December 31, 2022, the Company issued 59,980 shares of common stock for approximately $ 696,000 of interest related to
the Convertible Notes. See Note 9 for details.

 Certain
warrant, stock option and convertible note holders exercised their respective warrants and stock options and conversion right and were
issued approximately 44,152 shares of our common stock.

 Warrants

 On
November 22, 2023, in connection with their placement agent services, the Company issued 110,249 common stock warrants to Madison Global
Partners, LLC, with a term of 5 years and an exercise price of $ 6.000 per share.

 On
May 26, 2023, in connection with their placement agent services, the Company issued 156,712 common stock warrants to Madison Global Partners,
LLC, with a term of 5 years and an exercise price of $ 3.664 per share.

 On
May 12, 2023, in connection with certain recruitment services, the Company issued 187,500 common stock warrants to Madison III, LLC with
a term of 5 years and an exercise price of $ 3.164 per share.

 On
March 21, 2022, the Company issued 17,837 common stock warrants in connection with Subscription Agreements and Convertible Notes referenced
above with a term of five years and exercise price of $ 29.60 per share.

 See Common Stock Transaction above for a further description of the
warrant issuances.

 The following is a summary of the Company's
warrant activity for the years ended December 31, 2023 and 2022:

 Average

 Average

 Exercise

 Remaining

 Shares

 Price

 Life

 Outstanding, January 1, 2022

 175,482

 $
 36.88

 3.0 Years

 Granted

 17,837

 $
 29.60

 5.0 Years

 Exercised/Cancelled

 ( 39,636
)

 $
 33.20

 -

 Outstanding, December 31, 2022

 153,683

 $
 36.96

 2.0 Years

 Granted

 454,461

 $
 4.02

 4.5 Years

 Exercised/Cancelled

 ( 9,877
)

 $
 39.60

 -

 Outstanding, December 31, 2023

 598,267

 $
 11.89

 3.9 Years

 F- 23

 Stock Options

 The Company has adopted the authID 2017 Incentive
Stock Plan, and the 2021 Equity Incentive Plan. The Company has no other stockholder approved stock incentive plans in effect as of December
31, 2023.

 On
September 28, 2017, the shareholders of the Company approved the 2017 Incentive Stock Plan ("2017 Incentive Plan") and on
December 29, 2021, the shareholders of the Company approved the 2021 Equity Incentive Plan. ("2021 Plan"). The following is
a summary of principal features of the 2017 Incentive Plan, and the 2021 Plan. The summary, however, does not purport to be a complete
description of all the provisions of each plan.

 The terms of Awards granted under the plans shall
be contained in an agreement between the participant and the Company and such terms shall be determined by the Compensation Committee
consistent with the provisions of the applicable plan. The terms of Awards may or not require a performance condition in order to vest
the equity comprised in the relevant Award. The terms of each Option granted shall be contained in a stock option agreement between the
optionee and the Company and such terms shall be determined by the Compensation Committee consistent with the provisions of the applicable
plan.

 The
Company has also granted equity awards that have not been approved by security holders. O n
December 21, 2023 the Compensation Committee of the Company adopted an Inducement Grant Plan (the "Inducement Plan"), and
allocated up to 185,000 shares of common stock of the Company to be subject to option awards under the Inducement Plan. The Inducement
Plan is intended for the grant of options as an inducement to new employees entering into employment with the Company in accordance with
Nasdaq Listing Rule 5635(c)(4). No options were granted under the Inducement Plan during the year ended December 31, 2023

 2023 Stock Option Issuances

 During the year ended December 31, 2023, the Company granted directors a total of 78,125 options at exercise
prices ranging from $ 2.64 to $ 5.48 per share.

 During the year ended December 31, 2023, the Company granted a total of 614,500 options to the Chief Executive
Officer, Chief Technology Officer and Chief Financial Officer at exercise prices ranging from $ 2.64 to $ 9.25 per share.

 During the year ended December 31, 2023 the Company also granted a total of 100,000 options to certain
new employees at exercise prices ranging from $ 6.13 to $ 9.85 per share.

 On December 21, 2023, the Company granted 84,625 options to certain existing employees at an exercise
price of $ 9.25 per share.

 During the year ended December 31, 2023 the Company agreed to accelerate the vesting of 45,190 options
for Annie Pham under her Retention Agreement with exercise prices ranging from $ 6.32 to $ 19.28 per share. These accelerated options would
not otherwise have vested prior to termination of employment according to their Market and Service conditions. Therefore, the Company
recalculated the fair market value of these options as of her termination
date of August 15, 2023 using the Black Scholes method.

 2022 Stock Option Issuances

 In April 2022, the Company appointed Joe Trelin
as an additional independent director. The Company granted Mr. Trelin options to acquire 12,612 shares of common stock or a total of $ 270,000
at an exercise price of $ 25.04 per share for a term of ten years that vest one third per year after each Annual Meeting.

 In September 2022 the Company granted additional
options to acquire 4,371 shares of common stock valued at $ 90,000 to each to six of the non-employee Directors, by way of annual compensation
under the Company's compensation policy for non-employee directors, which vest monthly over a one-year-period.

 Additionally, the Company granted
 209,331 options to acquire common stock to employees. The options for the majority will vest annually over a one year period, 21,875 options
vest monthly over a four-year period, and 21,875 performance-based and market-based options vest upon the achievement of certain market
capitalization thresholds or performance conditions.

 F- 24

 The Company determined the grant date fair market value of the options
granted during the years ended December 31, 2023 and 2022 using the Black Scholes and Monte-Carlo Method as appropriate and the following
assumptions:

 2023

 2022

 Expected volatility

 112 – 125
 %

 123 – 127
 %

 Expected term

 1.04 – 5 Years

 5 Years

 Risk free rate

 3.52 – 4.92
 %

 2.14 – 3.75
 %

 Dividend rate

 0.00
 %

 0.00
 %

 Activity related to stock options for the years
ended December 31, 2023, and 2022 is summarized as follows:

 Average

 Average

 Aggregate

 Exercise

 Contractual

 Intrinsic

 Shares

 Price

 Life (Yrs.)

 Value

 Outstanding, January 1, 2022

 1,113,904

 $
 51.84

 6.7

 $
 67,488,214

 Granted

 248,169

 $
 12.88

 10.0

 $
 -

 Exercised

 ( 49,712
)

 $
 18.56

 8.8

 $

 Forfeited/cancelled

 ( 20,764
)

 $
 52.96

 7.9

 $
 -

 Outstanding, December 31, 2022

 1,291,597

 $
 6.48

 6.7

 $
 -

 Granted

 877,250

 $
 5.38

 10.0

 $
 3,576,759

 Exercised

 ( 938
)

 $
 6.32

 0.0

 $
 -

 Forfeited/cancelled

 ( 371,166
)

 $
 52.39

 6.3

 $
 -

 Outstanding, December 31, 2023

 1,796,743

 $
 25.20

 6.5

 $
 3,630,733

 Exercisable, December 31, 2023

 1,073,349

 $
 32.86

 4.9

 $
 1,502,214

 The following table summarizes stock option information
as of December 31, 2023:

 Contractual

 Exercise Price

 Outstanding

 Life (Yrs.)

 Exercisable

 $2.64 – $5.00

 354,375

 9.0

 148,867

 $5.01 – $10.00

 561,189

 9.5

 154,603

 $10.01 – $15.00

 43,703

 2.9

 43,703

 $15.01 – $20.00

 252,084

 1.8

 252,084

 $20.01 – $121.28

 585,392

 5.1

 474,092

 1,796,743

 6.5

 1,073,349

 As of December 31, 2023, there was approximately
$ 2.7 million of unrecognized compensation costs related to employee stock options outstanding which will be recognized in 2024 through
2026. The company will recognize forfeitures as they occur. Stock compensation expense for the years ended December 31, 2023 and 2022
was approximately $ 0.5 million, and $ 8.9 million, respectively.

 F- 25

 NOTE 10 – INCOME TAXES

 The
asset and liability method is used in accounting for Income taxes. Deferred tax assets and liabilities are recorded for temporary differences
between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements using the statutory
tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of
a change in tax laws or rates is recorded in the results of operations in the period that includes the enactment date under the law. We
record Global Intangible Low Tax Income (GILTI) as a current period expense when incurred.

 We establish valuation allowances for deferred
tax assets based on "a more likely than not" standard. Deferred income tax assets are evaluated quarterly to determine if
valuation allowances are required or should be adjusted. The ability to realize deferred tax assets depends on the ability to generate
sufficient taxable income within the carryback or carryforward periods provided for in the tax law for each applicable tax jurisdiction.
The assessment regarding whether a valuation allowance is required or should be adjusted also considers all available positive and negative
evidence factors. It is difficult to conclude a valuation allowance is not required when there is significant objective and verifiable
negative evidence, such as cumulative losses in recent years. We utilize a rolling three years of actual and current year results as the
primary measure of cumulative losses in recent years.

 The Company's loss before income taxes from
US and Foreign sources for the years ended December 31, 2023 and 2022, are as follows:

 2023

 2022

 United States

 ( 19,417,471
)

 ( 25,424,002
)

 Outside United States

 12,356

 1,208,777

 Loss before income taxes

 ( 19,405,115
)

 ( 24,215,225
)

 The following table summarizes the significant differences between
the U.S. Federal statutory tax rate and the Company's effective tax rate for financial statement purposes for the years ended December
31, 2023 and 2022:

 2023

 2022

 US Federal statutory federal income tax

 21.00
 %

 21.00
 %

 State taxes

 1.96
 %

 - 2.52
 %

 Loss on debt extinguishment

 - 8.09
 %

 Other deferred adjustments

 - 0.53
 %

 3.03
 %

 R&D credit

 1.75
 %

 0.00
 %

 Change in valuation allowance

 - 16.09
 %

 - 21.57
 %

 Total income tax provision

 0.00
 %

 - 0.06
 %

 The tax effects of temporary differences that give rise to deferred
tax assets and liabilities as of December 31, 2023 and 2022 are summarized as follows:

 2023

 2022

 Deferred tax assets

 Net operating loss

 17,231,979

 14,997,873

 Stock options

 7,529,725

 7,450,914

 Federal tax credits

 676,539

 336,475

 Basis difference in intangible and fixed assets

 1,273,449

 963,784

 Accrued payroll

 136,961

 11,203

 Accounting reserves

 33,599

 -

 Capital loss

 350,418

 350,526

 Valuation allowance

 ( 27,232,670
)

 ( 24,110,775
)

 Deferred tax assets, net

 -

 -

 F- 26

 As of December 31, 2023, the Company has available
federal net operating loss carry forward of $ 73.6 million and state net operating loss carry forwards of $ 33.4 million. Federal net operating
loss carryforwards of approximately $ 14.4 million will expire through 2037 and the balance of $ 59.2 million have an indefinite life. Additionally,
the Company has income tax net operating loss carryforwards related to our international operations which have an indefinite life.

 The Company assesses the recoverability of its
net operating loss carry forwards and other deferred tax assets and records a valuation allowance to the extent recoverability does not
satisfy the "more likely than not" recognition criteria. The Company continues to maintain the valuation allowance until sufficient
positive evidence exists to support full or partial reversal. As of December 31, 2023 and 2022 the Company had a valuation allowance of
approximately $ 27.0 million and $ 24.1 million against its deferred tax assets, net of deferred tax liabilities, due to insufficient positive
evidence, primarily consisting of losses within the taxing jurisdictions that have tax attributes and deferred tax assets.

 NOTE 11 – DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE

 The Board of Directors of authID considers it
in the best interests of the Company to focus its business activities on providing biometric authentication products and services by means
of our proprietary Verified platform. Accordingly, on May 4, 2022, the Board approved a plan to exit from certain non-core activities
comprising the MultiPay correspondent bank, payments services in Colombia and the Cards Plus cards manufacturing and printing business
in South Africa.

 Cards Plus business in South Africa

 The financial statements of Cards Plus are classified
as a discontinued operation and an asset held for sale, as all required classification criteria under appropriate accounting standards
were met as of June 30, 2022.

 On
August 29, 2022, the Company completed the sale of Cards Plus for a price of $ 300,000 of which $ 150,000 was received and the remaining
balance of $ 150,000 was recorded in other current asset, less $ 3,272 in costs to sell, and recognized a loss of $ 188,247 from the transaction.
 While the Company and Cards Plus continue to actively pursue payment of the remaining balance, which is subject to regulatory approval,
management re-evaluated the likelihood of recovery and recorded an allowance for doubtful account in the year ended December 31, 2023
related to this receivable.

 MultiPay business in Colombia

 The Company has exited the MultiPay business in
Colombia in an orderly fashion, honoring our obligations to employees, customers and under applicable laws and regulations. We maintain
our customer support and operations team in Bogota, which performs essential functions to support the global operations of our Verified
platform.

 As of December 31, 2022, all impacted employees
had left the Company. MultiPay finalized the sale of the Company's proprietary software to its major customer on June 30, 2023 for
approximately $ 96,000 of sale consideration. The Company recorded the receivable under the sale in Other current assets, released foreign
currency translation gain of approximately $ 155,000 and recognized a gain of $ 216,000 from the transaction. This receivable was collected
in September 2023.

 The following table summarizes the assets and
liabilities of the MultiPay sale and the consideration received:

 Amount

 Carrying value of net assets sold:

 Property and equipment write-off

 $
 19,528

 Net assets write-off

 19,528

 Sale consideration on disposition of net assets:

 Sale consideration

 95,852

 Less: Value added tax

 ( 15,304
)

 Net Consideration

 80,548

 Foreign currency translation:

 155,049

 Net gain on sale of a discontinued operation

 $
 216,069

 F- 27

 The operations of Cards Plus and MultiPay for
the years ended December 31, 2023 and 2022 on a consolidated basis are below:

 Discontinued Operations

 2023

 2022

 Discontinued Operations Total Revenues, net

 $
 29,354

 $
 1,503,333

 Operating Expenses:

 Cost of sales

 -

 665,269

 General and administrative

 12,267

 1,021,649

 Impairment loss

 -

 143,698

 8,067

 41,850

 Total operating expenses

 20,334

 1,872,466

 Income (Loss) from operations

 9,020

 ( 369,133
)

 Other Income (Expense):

 Other income

 -

 10,161

 Interest expense, net

 -

 ( 364
)

 Other income, net

 -

 9,797

 Income (Loss) before income taxes

 9,020

 ( 359,336
)

 Income tax expense

 ( 7,496
)

 ( 7,327
)

 Income (Loss) from discontinued operations

 1,524

 ( 366,663
)

 Gain (Loss) from sale of discontinued operations

 216,069

 ( 188,247
)

 Total Income (Loss) from discontinued operations

 $
 217,593

 $
 ( 554,910
)

 2023

 2022

 Cards Plus

 Total Revenues, net

 $
 -

 $
 1,263,672

 Operating Expenses:

 Cost of sales

 -

 665,269

 General and administrative

 -

 412,243

 Impairment loss

 -

 143,698

 -

 24,451

 Total operating expenses

 -

 1,245,661

 Income from operations

 -

 18,011

 Other Income (Expense):

 Other income (expense), net

 -

 8,919

 Interest expense, net

 -

 ( 364
)

 Other income, net

 -

 8,555

 Income before income taxes

 -

 26,566

 Income tax expense

 -

 ( 4,681
)

 Income from discontinued operations

 -

 21,885

 Loss from sale of discontinued operations

 -

 ( 188,247
)

 Total loss from discontinued operations

 $
 -

 $
 ( 166,362
)

 F- 28

 2023

 2022

 MultiPay

 Total Revenues, net

 $
 29,354

 $
 239,661

 Operating Expenses:

 General and administrative

 12,267

 609,406

 8,067

 17,399

 Total operating expenses

 20,334

 626,805

 Income (Loss) from operations

 9,020

 ( 387,144
)

 Other Income:

 Other income, net

 -

 1,242

 Other income

 -

 1,242

 Income (Loss) before income taxes

 9,020

 ( 385,902
)

 Income tax expense

 ( 7,496
)

 ( 2,646
)

 Income (Loss) from discontinued operations

 1,524

 ( 388,548
)

 Gain from sale of discontinued operations

 216,069

 -

 Total Income (Loss) from discontinued operations

 $
 217,593

 $
 ( 388,548
)

 As a result of meeting the discontinued operations/assets held for
sale criteria for Cards Plus and the MultiPay operations, the assets and liabilities have been reclassified as assets held for sale as
of the respective balance sheet date as follows:

 2023

 2022

 Discontinued Operations Current Assets:

 Cash

 $
 -

 $
 2,703

 Accounts receivable, net

 -

 105,194

 Other current assets

 -

 10,562

 Current assets held for sale

 -

 118,459

 Noncurrent Assets:

 Property and equipment, net

 -

 27,595

 Noncurrent assets held for sale

 -

 27,595

 Total assets held for sale

 $
 -

 $
 146,054

 Current Liabilities:

 Accounts payable and accrued expenses

 $
 -

 $
 13,759

 Total liabilities held for sale

 $
 -

 $
 13,759

 F- 29

 As a result of meeting the discontinued operations/assets
held for sale criteria for Cards Plus and the MultiPay operations, the cash flow activity related to discontinued operations is presented
separately on the statement of cash flows as summarized below:

 Year Ended December 31,

 2023

 2022

 CASH FLOWS FROM OPERATING ACTIVITIES:

 Net Income (Loss)

 $
 1,524

 $
 ( 366,663
)

 Adjustments to reconcile net loss with cash flows from operations:

 Depreciation and amortization expense

 8,067

 41,850

 Impairment of intangible assets

 -

 143,698

 Changes in operating assets and liabilities:

 Accounts receivable

 105,194

 ( 50,598
)

 Other current assets

 10,562

 170,536

 Inventory

 -

 ( 78,806
)

 Accounts payable and accrued expenses

 ( 13,759
)

 ( 102,486
)

 Deferred revenue

 -

 ( 36,664
)

 Adjustments relating to discontinued operations

 110,064

 87,530

 Net cash flows from discontinued operations

 $
 111,588

 $
 ( 279,133
)

 Notes to Financial Statements – Discontinued Operations

 Revenue Recognition

 Cards Plus – The Company recognized revenue
for the design and production of cards at the point in time when products are shipped, or services have been performed due to the short-term
nature of the contracts. Additionally, the cards produced by the Company have no alternative use and the Company has an enforceable right
to payment for work performed should the contract be cancelled.

 MultiPay recognized revenue for variable fees
generated for payment processing solutions that are earned on a usage fee over time based on monthly transaction volumes or on a monthly
flat fee rate. Additionally, MultiPay also sold certain equipment from time to time for which revenue is recognized upon delivery to the
customer.

 Leases

 In October 2021, MultiPay entered into a one-year
lease for approximately $ 2,900 per month in Bogota, Colombia. MultiPay terminated the lease as of September 30, 2022.

 Cards Plus leased space for its operations in
South Africa. The facility was rented on a month-to-month basis with monthly rent of approximately $ 8,000 through August 29, 2022 as the
Company completed the sale of Cards Plus business.

 F- 30

 NOTE 12 – COMMITMENTS AND CONTINGENCIES

 Legal Matters

 From time to time the Company is a party to various
legal or administrative proceedings arising in the ordinary course of our business. While any litigation contains an element of uncertainty,
we have no reason to believe that the outcome of such proceedings will have a material adverse effect on the financial condition or results
of operations of the Company.

 Executive Compensation

 As of December 31, 2023, the Company had employment
agreements with members of the management team providing base salary amounts and provisions for stock compensation, cash bonuses and other
benefits to be granted at the discretion of the Board of Directors. Additionally, certain employment agreements include provisions for
base salary, bonus amounts upon meeting certain performance milestones, severance benefits for involuntary termination from a change in
control or other events as defined in their respective agreements. Additionally, the vesting of certain awards could be accelerated upon
a change in control (as defined) or by action of the Board of Directors.

 On March 23, 2023, the Company and Thomas Thimot
entered into a Confidential Separation Agreement and General Release for the purposes of separation of Mr. Thimot from the Company as
Chief Executive Officer and an employee by mutual consent and settling, compromising and resolving all claims between them. The Company
has agreed to pay Mr. Thimot $ 325,000 which shall be deferred until the earlier of April 1, 2025 and a change of control of the Company.

 Starting in fiscal year 2022 the Company adopted
the new 401(k) plan where employer matches 100% of the employees contribution up to 3% of their salaries and 50% of the employee's
contribution (including both executives and other employees) between 3% and 5% of their salaries.

 Leases

 The Company rented office space in Long Beach,
New York at a monthly cost of $ 2,500 in 2022 and 2021, respectively. The agreement was month to month and could be terminated on 30 days'
notice. The lease agreement was terminated in July 2022. The agreement was between the Company and Bridgeworks LLC, an entity principally
owned by Mr. Beck, our former CEO and Director and his family.

 In July 2022, the Company signed a new lease agreement
for one year and moved its headquarters to Denver, Colorado. The office monthly lease cost is approximately $ 1,500 per month. The Company
did not renew the lease agreement after July 2023 and has no remaining lease agreements as of December 31, 2023.

 Rent expense included in general and administrative
on the Consolidated Statements of Operations for the years ended December 31, 2023 and 2022 was approximately $ 10,000 and $ 25,000, respectively.
Rent expense included in loss from discontinued operations on the Consolidated Statements of Operations for the years ended December 31,
2023 and 2022 was approximately $ 2,000 and $ 90,000, respectively.

 NOTE 13 – SEGMENT INFORMATION

 Operating segments are defined as components of
an enterprise for which separate financial information is available and which is evaluated regularly by the chief operating decision maker
("CODM") in deciding how to allocate resources and in assessing performance. As a result of the decision to exit the Cards
Plus and Multipay businesses in May 2022, the Company only has one segment which is the verified authentication business.

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