authID Inc. (AUID) Earnings Call Transcript & Summary

Good day, and thank you for standing by. Welcome to authID Inc.'s 2025 Annual Meeting of Stockholders. [Operator Instructions] Please be advised today's conference is being recorded. I would now like to hand the conference over to your speaker today, Rhon Daguro, CEO of authID. Please go ahead.

Good morning, ladies and gentlemen. I am Rhon Daguro, CEO of authID. I will be serving as Chairman for this meeting. On behalf of the company, I want to welcome you and thank you for attending this meeting of the stockholders. I would like to introduce our CTO and Director, Tom Szoke; and our Nonexecutive Directors, Ken Jisser, Michael Koehneman, Kunal Mehta, Michael Thompson and Jacqueline White. And our new director nominees, Stephen J. Garchik, Ram Menghani, Nicholas Shevelyov, and Krish Venkataraman. Our General Counsel and Secretary, Graham Arad and Chief Financial Officer, ED Sellitto are in attendance on this webcast. We will proceed with the formal business of the meeting as set out in the notice, which was sent to all stockholders. As a reminder, this meeting is being recorded. The meeting is called to order, Graham Arad, General Counsel and Corporate Secretary, will act as Secretary of this meeting.

Thank you. If any stockholder has any questions about the resolution for it to be proposed at this meeting, please post them now using the Q&A button at the upper right corner of your screen, and we will address them prior to dealing with those proposals. If you are a registered stockholder and you have not yet voted, please do so now by going to investorvote.com/auid. You must be logged on as a stockholder with your control number in order to vote. If you are a beneficial owner of shares held in street name and you wish to vote in person at this meeting, you needed to have made arrangements with your broker prior to the meeting. And if you have not done so, I regret you will not be able to vote at this time. [ Christopher Perkins ] from Computershare has been appointed as Inspector of Election for this meeting. He has taken the customary oath of office, which will be filed with the permanent records of the meeting.

Will the Secretary please report the number of shares outstanding and entitled to vote at this meeting.

The Board of Directors has set the close of business on May 5, 2025, as the record date for stockholders entitled to notice of and to vote at this meeting. The certified list of stockholders in times of the vote at the meeting is available and may be inspected by any stockholder. As of the record date, 13,070,680 shares of common stock were outstanding, each share being entitled to 1 vote on all matters before the meeting.

Under the bylaws, 1/3 of the shares entitled to vote present or represented by proxy, constitute a quorum necessary to conduct business at the annual meeting. A tally by the inspector of election indicates that a quorum is present and the meeting will proceed on that basis. A final count of the exact number of shares present will be included in the minutes of this meeting. The secretary will summarize the business of the meeting as set forth in the notice of meeting and proxy statement filed May 16, 2025.

This meeting has been called on to consider and vote upon the election of the 10 directors named in the notice to serve until the next Annual Meeting of Stockholders; two, to consider the ratification of Cherry Bekaert LLP with the independent auditors of the books and accounts of the company for the fiscal year ending December 31, 2025; three, to consider the authorization of an additional 295,000 shares of common stock for issuance under the 2024 equity incentive plan; and four, to transact such other business as may properly come before the meeting. Directors will be elected by a plurality of the shares of common stock present of voting in person or by proxy at this meeting. A majority of the votes cast is required to approve the auditor appointment and the increase in the 2024 plan.

This meeting will take up separately each of the items of business. Mr. Secretary, have any questions been received relating to the resolutions.

No, Mr. Chairman.

The first order of business is the election of directors. I recognize Graham Arad.

On behalf of the Board, I nominate the following persons for election as directors of the company to hold office until the next Annual Meeting of Stockholders and until their successors are duly elected and qualified. Rhoniel A. Daguro, Stephen J. Garchik, Ken Jisser, Michael L. Koehneman, Kunal Mehta, Ram Menghani, Nicholas Shevelyov, Michael T. Thompson, Shrikrishna Venkataraman and Jacqueline L. White.

I second the nominations.

As no further nominations were timely received in accordance with the bylaws, I hereby declare that nominations for directors are closed.

We will now proceed with the consideration of the remaining matters set forth in the notice of meeting.

Mr. Chairman, I move the adoption of the following resolution. Resolve that the Board of Directors' selection of Cherry Bekaert LLP as the independent auditors to audit the books and accounts of the company for the fiscal year ending December 31, 2025, is hereby ratified and approved.

I second the motion.

Mr. Chairman, I move the adoption of the following resolution. Results that they'll be allocated to and reserve for issuance under the 2024 equity incentive plan, an additional 295,000 shares of common stock.

I second the motion.

The polls are now closed. The votes on the election of directors and the other matters proposed to the meeting will now be tallied.

I ask the Secretary to report on the vote on the proposals presented at the meeting.

The inspectors reported that the following nominees have received the highest number of votes for election as directors. Rhoniel A. Daguro, Stephen J. Garchik, Ken Jisser, Michael L. Koehneman, Kunal Mehta, Ram Menghani, Nicholas Shevelyov, Michael T. Thompson, Shrikrishna Venkataraman and Jacqueline L. White. More than a majority of the shares cast have been voted in favor of the ratification of the appointment of Cherry Bekaert LLP as independent auditors for the fiscal year ending December 31, 2025, and for the increase in the shares allocated to the 2024 equity incentive plan. The precise voting numbers will be reported in the Form 8-K to be filed following the meeting.

I therefore declare that the aforementioned directors have been elected members of the Board of Directors to hold office until the next Annual Meeting of Stockholders and until their successors are duly elected and qualified. I also declare that the stockholders have approved all the remaining resolutions proposed at the meeting. The meeting is now adjourned, and I thank all stockholders for their support and participation in the meeting. Our next meeting with investors will be for the second quarter earnings call, which will be held in early August.

Thank you. Ladies and gentlemen, this does conclude today's program. You may now disconnect, and have a wonderful day.