AUID 8-K
authID Inc. (AUID)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification Number) |
(Address of principal executive offices) (zip code)
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| The |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth Company
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standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement
On June 6, 2023, authID Inc. (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, the Company entered into an amendment to the above services agreement, pursuant to which TPG will provide certain additional services to the Company. On December 19, 2023, the Company entered into a further amendment 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.
The foregoing is only a summary of the material terms of the agreement 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 form of such agreement, which is filed as an exhibit to this Current Report and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) Index of Exhibits
| Exhibit Number |
Description | |
| 10.1♯ | Agreement dated December 19, 2023 between The Pipeline Group, Inc. and authID Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| ♯ | 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. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| authID Inc. | ||
| Date: December 21, 2023 | By: | /s/ Edward Sellitto |
| Name: | Edward Sellitto | |
| Title: | Chief Financial Officer | |
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Exhibit 10.1
Confidential Material Omitted – To be filed separately with the Securities and Exchange Commission upon request. Double asterisks denote omissions.
 |
ORDER FORM |
| Ken Jisser, CEO | |
| The Pipeline Group | |
| 1625 The Alameda, Suite 402 | |
| San Jose, CA 95126 | |
| Phone: (408) 348-5069 | |
| Email: [**] | |
| Rhon Daguro, CEO | |
| Ed Sellitto, CFO | |
| Graham Arad, General Counsel | |
| AuthID Inc. | |
| 1580 N. Logan St, Ste 660, Unit 51767 | |
| Denver, Colorado 80203 | |
| BANK DETAILS: | |
| Bank of America | |
| 6490 Camden Ave, San Jose CA 95120 | |
| Phone: (408) 977-4820 | |
| Account Name: The Pipeline Group | |
| Account Number: [**] | |
| Routing Number: [**] |
TPG Addendum
Addendum to TPG Order Form (June 2023 as amended October 2023)
DocuSign Envelope ID: 178E234E-0EFC-44C7-A643-1A475E8A6B44
| Launchpad xDR as a Service | Deliverables | |
1. Two (2) Full-Time Equivalent Business Development Representatives (xDRs) – xDRs As A Service for outbound calling - [**] |
[**] | |
2. xDR Support (xDR) - xDR Support Rep for Full-Time Equivalent xDR - [**] |
[**] |
Technology Package
| Technology | Deliverables | |
| LaunchQTM – [**] | [**] | |
| TPG Task & Activity Outcome Package – [**] | [**] | |
| TPG Exception Reporting – [**] | [**] | |
| TPG Meeting Influence Tracking – [**] | [**] | |
| TPG Account Matcher – [**] | [**] | |
| TPG Predictable Pipeline Reporting – [**] | [**] | |
| TPG Email Engagement – [**] | [**] |
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Project Assumptions
| Assumption | Comments | |
| 1. Customer will provide timely access to sales and marketing content and collateral. | ||
| 2. Automated Dialer licenses are included | List price $[**]/Month | |
| 3. Travel expenses are not included | Travel and Expenses will be approved in advance by Customer and added to a separate invoice. | |
| 4. The TPG Data & Technology Package is included in the active services agreement. | All data & technology included during the term of this agreement. | |
| 5. Custom or Salesforce APEX code development not in scope | ||
6. Anticipated Results (per xDR): [**] |
[**] | |
| 7. CRM license fees not included | CRM license fees are included when operating in The Pipeline Group Salesforce org. | |
| 8. TPG Data Services | Human-verified data [**] records per month per xDR. For example, if there are [**] xDRs assigned to the customer, the xDR team would receive up to [**] records per month. [**] |
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Terms
| Start Date | End Date | Terms | Price | |||
| 1/1/2024 | 6/18/2024 | Term: Co-termed with “TPG Order Form (June 2023 as amended October 2023)”. |
The Pipeline Group PE Partner Package Main Tasks & Products 1-2 | |||
| DocuSign Envelope ID: 178E234E-0EFC-44C7-A643-1A475E8A6B44 |
Total Price: [**] per Month Co-termed with Original “TPG Order Form (June 2023)” |
| Payments | Terms | |||
| Project Scope: Main Tasks 1-2 | ||||
| Add [**] additional xDR as a Service at [**]. | $ | [**] | ||
Monthly payments are due on the 20th business day of every month and The Pipeline Group will invoice 30 days in advance. The terms, pricing, and conditions included herein expire if this proposal is not executed on or before 12/28/2023.
Please make all checks or wire transfers payable to The Pipeline Group, Inc.
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Signatories
| authID Inc. | The Pipeline Group, Inc. | |||
| Signed | /s/ Ed Sellitto | Signed | /s/ Ken Jisser | |
| Name | Ed Sellitto | Name | Ken Jisser | |
| Title | CFO | Title | CEO | |
| Date | 12/19/2023 | Date | 12/19/2023 | |
The information contained in this order form is confidential information.
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Exhibit A
Payment Schedule
| Subscription Period | January 1, 2024 - June 18, 2024 | |||
| Term Length | 6 (months) | |||
| 30-Day Set-up & Configuration | $ | [**] | ||
| Monthly Per xDR Price (List) | $ | [**] | ||
| Monthly Per xDR Price (Discount) | $ | [**] | ||
| Monthly Price | $ | 98,000 | ||
| Total Price | $ | 574,000 | ||
| Deliverables | [**] | |||
[**]111
This Payment Schedule replaces and supersedes the Payment Schedule in the Order Form dated effective as of October 16, 2023
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