Form 8-K Ipsidy Inc. For: Mar 22

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): March 22, 2021

 

 

Ipsidy Inc.

(Exact name of registrant as specified in its charter)

 

Delaware		000-54545		46-2069547
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

 

670 Long Beach Boulevard, Long Beach, New York 11561

(Address of principal executive offices) (zip code)

 

516-274-8700

(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)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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  ☒

 

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. ☐

 

Securities registered pursuant to Section 12(b) of the Act: Not applicable.

 

Title of each class		Trading Symbol		Name of each exchange on which registered
Not applicable.

 

 

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

Annual Meeting

 

Ipsidy Inc. (the "Company") held its Annual Meeting on March 22, 2021 virtually by conference call and live stream. Of the 590,569,283 shares of Common Stock outstanding on January 27, 2021, the record date, 377,909,731 shares were represented at the Annual Meeting, in person or by proxy, constituting a quorum. The proposals considered at the Annual Meeting are described in detail in the Proxy Statement. The proposals described below were voted upon at the Annual Meeting and the number of votes cast with respect to each proposal was as set forth below:

 

(1) Elect five (5) directors until his successor is duly elected and qualified, or until his earlier death, resignation or removal. The five directors receiving the highest vote were appointed to the board. The following directors were elected to the board.

 

		For			Withheld
Phillip L. Kumnick		328,059,538			3,913,200
Philip R. Broenniman		328,072,038			3,900,700
Thomas Szoke		328,059,538			3,913,200
Herbert Selzer		328,742,038			3,230,700
Theodore Stern		327,573,017			4,399,721

 

(2) Ratified the appointment of Cherry Bekaert LLP as the Company’s independent auditors for the fiscal year ending December 31, 2020. This matter was determined based on majority of the shares cast.

 

For			Against			Abstain
377,847,158			1,600			60,973

 

(3) Approved an amendment to our certificate of incorporation to effect a reverse stock split at a ratio not less than 1-for-2 and not greater than 1-for-50, with the exact ratio to be set within that range at the discretion of our board of directors before December 31, 2021 without further approval or authorization of our stockholders. This matter was determined based on an affirmative vote of a majority of the shares outstanding.

 

For			Against			Abstain
366,706,184			10,367,003			836,544

 

4(A) Approved the adoption of an amended and restated certificate of incorporation (the “Restated Charter”). This matter was determined based on an affirmative vote of a majority of the shares outstanding.

 

For			Against			Abstain
327,557,819			3,901,086			513,833

 

4(B) Approved the Restated Charter which provides that except as otherwise provided by law, the By-laws of the Company may be amended or repealed by the Board by the affirmative vote of a majority of the Directors then in office or at any annual meeting of stockholders, or special meeting of stockholders called for such purpose, by the affirmative vote of a seventy-five (75%) majority of the voting power of the outstanding shares of capital stock entitled to vote on such amendment or repeal, voting together as a single class, unless the directors recommend the approval of such amendment or repeal, in which case such repeal or amendment shall only require the affirmative vote of a majority of the votes cast on such amendment, or repeal at the relevant meeting of stockholders. This matter was determined based on an affirmative vote of a majority of the shares outstanding.

 

For			Against			Abstain
327,537,969			3,917,216			517,553

 

 

4(C) Approved the Restated Charter which clarifies that any vote of the holders of capital stock of the Company is required to amend or repeal any provision of the Restated Charter, and in addition to any other vote of holders of capital stock that is required by the Restated Charter or by law, such amendment or repeal shall require the affirmative vote of a seventy-five (75%) majority of the voting power of the outstanding shares of capital stock entitled to vote on such amendment or repeal, and the affirmative vote of the majority of the voting power of the outstanding shares of each class entitled to vote thereon as a class, at a duly constituted meeting of stockholders called expressly for such purpose, unless the directors recommend the approval of such amendment or repeal, in which case such repeal or amendment shall only require the affirmative vote of a majority of the voting power of the outstanding shares of each class entitled to vote thereon as a class, at the relevant meeting of stockholders. This matter was determined based on an affirmative vote of a majority of the shares outstanding.

 

For			Against			Abstain
327,534,969			3,917,216			520,553

 

(5) Approved and ratified an increase in the shares allocated to the 2017 Incentive Stock Plan by an additional 75 million shares of common stock. This matter was determined based on majority of the shares cast.

 

For			Against			Abstain
309,069,472			22,754,048			149,218

 

Restated Charter

 

As detailed above, on March 22, 2021, the stockholders of the Company approved the Restated Charter. A copy of the Restated Charter is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated into this Item 5.03 by reference.

 

Item 7.01 Regulation FD Disclosure

 

On March 22, 2021, the Company utilized a company presentation in a presentation to shareholders. A copy of the presentation is attached as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 7.01 and in the presentation attached as Exhibit 99.1 to this Current Report shall not be incorporated by reference into any filing with the SEC made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No.		Description
3.1		Amended and Restated Certificate of Incorporation
99.1		Shareholder Presentation dated March 22, 2021

 

 

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.

 

	Ipsidy Inc.
Date: March 23, 2021	By:	/s/ Stuart P. Stoller
	Name:	Stuart P. Stoller
	Title:	Chief Financial Officer

 

 

3

 

Exhibit 3.1

 

AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
IPSIDY INC.

 

Ipsidy Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

 

1. The name of the Corporation is Ipsidy Inc. The date of the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware was September 21, 2011 (the “Original Certificate”). The name of the Corporation in the Original Certificate was Silverwood Acquisition Corporation.

 

2. The Company has amended its Original Certificate on December 19, 2012, March 22, 2013, October 8, 2014, August 24, 2015, February 1, 2017 and October 4, 2017 and on February 1, 2017, a Certificate of Amendment was filed to change its name from ID Global Solutions Corporation to Ipsidy Inc., which Certificate of Amendment became effective as of February 1, 2017 (collectively the “Certificates of Amendment”).

 

3. This Amended and Restated Certificate of Incorporation (this “Certificate”) amends, restates and integrates the provisions of the Original Certificate as amended by the Certificates of Amendment (the “Existing Certificate”), and was duly adopted in accordance with the provisions of Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware (the “DGCL”) by resolutions of the directors and stockholders of the Corporation. (All references herein to the DGCL shall be to the DGCL as amended, replaced or reenacted from time to time)

 

4. The text of the Existing Certificate is hereby amended and restated in its entirety to provide as herein set forth in full.

 

ARTICLE I.

 

The name of the Corporation is Ipsidy Inc.

 

ARTICLE II.

 

The address of the Corporation’s registered office in the State of Delaware is One Commerce Center, 1201 Orange Street, Suite 600, Wilmington, Delaware 19899, in the County of New Castle. The name of its registered agent at such address is InCorp Services, Inc.

 

ARTICLE III.

 

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL.

 

ARTICLE IV.

 

CAPITAL STOCK

 

1. The total number of shares of capital stock which the Corporation shall have authority to issue is One Billion and Twenty Million (1,020,000,000), of which (i) One Billion (1,000,000,000) shares shall be common stock, par value $0.0001 per share (the “Common Stock”), and (ii) Twenty Million (20,000,000) shares shall be a class of as yet undesignated preferred stock, par value $0.0001 per share (the “Preferred Stock”). No fractional share shall be issued in connection with the foregoing combination. All fractional shares shall be rounded up to the next whole number of shares.

 

2. Except as otherwise provided in any certificate of designation of any series of Preferred Stock, the number of authorized shares of the class of Common Stock or Preferred Stock may from time to time be increased or decreased (but not below the number of shares of such class outstanding) by the affirmative vote of the holders of a majority in voting power of the outstanding shares of capital stock of the Corporation irrespective of the provisions of Section 242(b)(2) of the DGCL.

 

 

3. The powers, preferences and rights of, and the qualifications, limitations and restrictions upon, each class or series of stock shall as set forth below in, or be determined in accordance with, this Article IV.

 

A. COMMON STOCK

 

Subject to all the rights, powers and preferences of the Preferred Stock and except as provided by law or in this Certificate (or in any certificate of designation of any series of Preferred Stock):

 

(a) except as otherwise required by law and the provisions of this Amended and Restated Certificate of Incorporation and except as provided by the resolution or resolutions of the Board of Directors creating or amending any series of the Series Preferred Stock, the holders of the Common Stock shall have the exclusive right to vote for the election of directors of the Corporation (the “Directors”) and on all other matters requiring stockholder action, each outstanding share entitling the holder thereof to one vote on each matter properly submitted to the stockholders of the Corporation for their vote;

 

(b) dividends may be declared and paid or set apart for payment upon the Common Stock out of any assets or funds of the Corporation legally available for the payment of dividends, but only when and as declared by the Board of Directors or any authorized committee thereof; and

 

(c) subject to the requirements of law, this Amended and Restated Certificate of Incorporation, as amended from time to time, and the resolution or resolutions of the Board of Directors creating or modifying any series of the Series Preferred Stock, upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the net assets of the Corporation shall be distributed pro rata to the holders of the Common Stock.

 

B. PREFERRED STOCK

 

1. The Board of Directors or any authorized committee thereof is expressly authorized, to the fullest extent permitted by law, to provide by resolution or resolutions for the issuance of the authorized but unissued shares of Preferred Stock in one or more series of such stock.

 

2. The Board of Directors or any authorized committee thereof is expressly authorized, to the fullest extent permitted by law, by authorizing the execution and filing a certificate of designation pursuant to Section 151 of the DGCL:

 

(a) to establish or change from time to time the number of shares of each such series; and

 

(b) to fix the designations, powers, including voting powers, full or limited, or no voting powers, preferences of the shares of each series; and

 

(c) to fix the relative, participating, optional or other special rights of the shares of each series generally and without limitation, with respect to dividends, with respect to the rights of the Preferred Stock and their relative priority to payments in the event of any liquidation, dissolution or winding up of the Corporation, and with respect to redemption or conversion; and

 

(d) to fix any qualifications, limitations and restrictions thereof, all as set forth in any such certificate of designation.

 

ARTICLE V.

 

STOCKHOLDER ACTION

 

1. Action without Meeting. Any action required or permitted to be taken by the stockholders of the Corporation may be effected by the consent in writing or any electronic communication permitted by the By-laws of the Corporation of the holders of a majority of the total voting power of the outstanding shares of capital stock of the Corporation entitled to vote thereon, voting together as a single class in lieu of a duly called annual or special meeting of stockholders.

 

 

ARTICLE VI.

 

DIRECTORS

 

1. General. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors except as otherwise provided herein or required by law.

 

2. Election of Directors. Election of Directors need not be by written ballot unless the By-laws of the Corporation (the “By-laws”) shall so provide.

 

3. Number of Directors; Term of Office.

 

(a) The number of Directors of the Corporation shall be fixed solely and exclusively by resolution duly adopted from time to time by the Board of Directors. Directors shall be elected for a term expiring at the next annual meeting of stockholders after their election. Directors shall hold office until their successors are duly elected and qualified or until their earlier resignation, death or removal.

 

(b) Notwithstanding the foregoing, whenever, pursuant to the provisions of Article IV of this Certificate, the holders of any one or more series of Preferred Stock shall have the right, voting separately as a series or together with holders of other such series, to elect Directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of this Certificate and any certificate of designation applicable to such series.

 

4. Vacancies. Subject to the rights, if any, of the holders of any series of Preferred Stock to elect Directors and to fill vacancies in the Board of Directors relating thereto, any and all vacancies and newly created directorships in the Board of Directors, however occurring, including, without limitation, by reason of an increase in the size of the Board of Directors, or the death, resignation, disqualification or removal of a Director, shall be filled solely and exclusively by the affirmative vote of a majority of the remaining Directors then in office, even if less than a quorum of the Board of Directors, and not by the stockholders. Any Director appointed in accordance with the preceding sentence shall hold office for the remainder of the full term of the Director who is being replaced, or if none until the next Annual Meeting and until such Director’s successor shall have been duly elected and qualified or until his or her earlier resignation, death or removal. In the event of a vacancy in the Board of Directors, the remaining Directors, except as otherwise provided by law, shall exercise the powers of the full Board of Directors until the vacancy is filled.

 

5. Removal. Subject to the rights, if any, of any series of Preferred Stock to elect Directors and to remove any Director whom the holders of any such series have the right to elect, any Director (including persons elected by Directors to fill vacancies in the Board of Directors) may be removed from office (i) with or without cause and (ii) only by the affirmative vote of the holders of a majority of the voting power of the outstanding shares of capital stock then entitled to vote at an election of Directors. At least forty-five (45) days prior to any annual or special meeting of stockholders at which it is proposed that any Director be removed from office, written notice of such proposed removal and the alleged grounds thereof shall be sent to the Director whose removal will be considered at the meeting.

 

ARTICLE VII.

 

LIMITATION OF LIABILITY & INDEMNIFICATION

 

1. A Director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director, except for liability (a) for any breach of the Director’s duty of loyalty to the Corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the DGCL or (d) for any transaction from which the Director derived an improper personal benefit. If the DGCL is amended after the effective date of this Certificate to authorize corporate action further eliminating or limiting the personal liability of Directors, then the liability of a Director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

 

2. Each Director and Officer shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended, in accordance with and subject to the relevant provisions of the By-laws from time to time in force.

 

 

3. Any amendment, repeal or modification of this Article VII, or the relevant By-laws by either (i) the stockholders of the Corporation or (ii) an amendment to the DGCL, shall not adversely affect any right or protection of a person serving as a Director or Officer existing at the time of such amendment, repeal or modification, with respect to any acts or omissions occurring before such amendment, repeal or modification.

 

ARTICLE VIII.

 

AMENDMENT OF BY-LAWS

 

1. Amendment by Directors. Except as otherwise provided by law, the By-laws of the Corporation may be amended or repealed by the Board of Directors by the affirmative vote of a majority of the Directors then in office.

 

2. Amendment by Stockholders. The By-laws of the Corporation may be amended or repealed at any annual meeting of stockholders, or special meeting of stockholders called for such purpose, in accordance with the By-Laws, by the affirmative vote of at least seventy-five percent (75%) of the voting power of the outstanding shares entitled to vote on such amendment or repeal, voting together as a single class; provided, however, that if the Board of Directors recommends that stockholders approve such amendment or repeal at such meeting of stockholders such amendment or repeal shall only require the affirmative vote of a majority of the votes cast on such amendment, or repeal, whether by stockholders in person or represented by proxy, at such meeting of stockholders, voting together as a single class.

 

ARTICLE IX.

 

AMENDMENT OF CERTIFICATE OF INCORPORATION

 

1. The Corporation reserves the right to amend or repeal this Certificate in the manner now or hereafter prescribed by statute and this Certificate, and all rights conferred upon stockholders herein are granted subject to this reservation. Whenever any vote of the holders of capital stock of the Corporation is required to amend or repeal any provision of this Certificate, and in addition to any other vote of holders of capital stock that is required by this Certificate or by law, such amendment or repeal shall require the affirmative vote of at least seventy-five percent (75%) of the voting power of the outstanding shares entitled to vote on such amendment or repeal, and the affirmative vote of at least seventy-five percent (75%) of the voting power of the outstanding shares of each class entitled to vote thereon as a class, at a duly constituted meeting of stockholders called expressly for such purpose; provided, however, that if the Board of Directors recommends that stockholders approve such amendment or repeal at such meeting of stockholders, such amendment or repeal shall only require the affirmative vote of the majority of the voting power of the outstanding shares of capital stock entitled to vote on such amendment or repeal, and the affirmative vote of the majority of the voting power of the outstanding shares of each class entitled to vote thereon as a class, at a duly constituted meeting of stockholders called expressly for such purpose.

 

THIS AMENDED AND RESTATED CERTIFICATE OF INCORPORATION is executed as of this 22nd day of March, 2021.

 

	IPSIDY INC.
	By:	/s/ Phillip L. Kumnick
		Phillip L. Kumnick, CEO

 

 

4

Exhibit 99.1

 

© 202 1 I p s id y I n c . A l l R ig h ts R e se r v e d . S P EE D | A C CUR A C Y | S ECUR I T Y | T RU S T New York | Bogota | London | Johannesburg OTCQB: IDTY SP EE D ACCURACY S E CU R I T Y T RU S T © 2021 Ipsidy Inc. All Rights Reserved. Annual Meeting March 22, 2021

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MARCH 22, 2021 The 2020 Annual Meeting of Stockholders (the “Annual Meeting”) of Ipsidy Inc . will be held virtually by webcast, on March 22 , 2021 , at 10 : 00 a . m . Eastern Time, to consider the below proposals . Due to the public health impact of the coronavirus outbreak (COVID - 19 ) and to support the health and well - being of our employees and stockholders, the Annual Meeting will be held in a virtual meeting format at www . meetingcenter . io/ 208745712 . 1. To elect the five director nominees named in the Proxy Statement to hold office until the next annual meeting of stockholders and until their successors are duly elected and qualified; 2. To ratify the appointment of Cherry Bekaert LLP as the Company’s independent auditors for the fiscal year ending December 31, 2020; 3. To approve an amendment to our certificate of incorporation to effect a reverse stock split at a ratio not less than 1 - for - 2 and not greater than 1 - for - 50 , with the exact ratio to be set within that range at the discretion of our board of directors before December 31 , 2021 without further approval or authorization of our stockholders (the “Reverse Split Proposal”) . The board of directors may alternatively elect to abandon such proposed amendment and not effect the reverse stock split authorized by stockholders, in its sole discretion (in the form attached hereto as Exhibit A) ; 4 (A) . To approve the adoption of an amended and restated certificate of incorporation (in the form attached hereto as Exhibit B) (the “Restated Charter”) which includes the below material changes as separate proposals ; 4 (B) . To approve the Restated Charter which provides that except as otherwise provided by law, the By - laws of the Company may be amended or repealed by the Board by the affirmative vote of a majority of the Directors then in office or at any annual meeting of stockholders, or special meeting of stockholders called for such purpose, by the affirmative vote of a seventy - five ( 75 % ) majority of the voting power of the outstanding shares of capital stock entitled to vote on such amendment or repeal, voting together as a single class, unless the directors recommend the approval of such amendment or repeal, in which case such repeal or amendment shall only require the affirmative vote of a majority of the votes cast on such amendment, or repeal at the relevant meeting of stockholders . 4 (C) . To approve the Restated Charter which clarifies that any vote of the holders of capital stock of the Company is required to amend or repeal any provision of the Restated Charter, and in addition to any other vote of holders of capital stock that is required by the Restated Charter or by law, such amendment or repeal shall require the affirmative vote of a seventy - five ( 75 % ) majority of the voting power of the outstanding shares of capital stock entitled to vote on such amendment or repeal, and the affirmative vote of the majority of the voting power of the outstanding shares of each class entitled to vote thereon as a class, at a duly constituted meeting of stockholders called expressly for such purpose, unless the directors recommend the approval of such amendment or repeal, in which case such repeal or amendment shall only require the affirmative vote of a majority of the voting power of the outstanding shares of each class entitled to vote thereon as a class, at the relevant meeting of stockholders . 5. To approve and ratify an increase in the shares allocated to the 2017 Incentive Stock Plan ; and 6. To act on such other matters as may properly come before the meeting or any adjournment thereof . - 2 - S P EE D | A C CUR A C Y | S ECUR I T Y | T RU S T © 2021 Ipsidy Inc. All Rights Reserved. Ipsidy Inc. 2020 Annual Meeting

• This Presentation and the discussion at this virtual Annual Meeting (the “Presentation") has been prepared on the basis of Information furnished by the management of Ipsidy Inc. (“Ipsidy” or the “Company”) and has not been independently verified by any third party. • This Presentation is provided for information purposes only. This Presentation is not an offer to sell nor a solicitation of an offer to buy any securities. • While the Company is not aware of any inaccuracies, no warranty or representation is made by the Company or its employees and representatives as to the completeness or accuracy of the information contained herein. The Company and its employees and representatives expressly disclaim any liability for damages, direct or consequential, arising out of or related to this Presentation or omissions therefrom. • Information contained in this Presentation may include “forward - looking statements.” All statements other than statements of historical facts included herein, including, without limitation, those regarding the financial position, business strategy, plans and objectives of management for future operations of both Ipsidy and its business partners, future service launches with customers, the outcome of pilots and new initiatives and customer pipeline are forward - looking statements. Such forward - looking statements are based on a number of assumptions regarding Ipsidy’s present and future business strategies, and the environment in which Ipsidy expects to operate in the future, which assumptions may or may not be fulfilled in practice. Implementation of some or all of the new services referred to is subject to regulatory or other third party approvals. Actual results may vary materially from the results anticipated by these forward - looking statements as a result of a variety of risk factors, including the risk that implementation, adoption and offering of the service by customers, consumers and others may take longer than anticipated, or may not occur at all; changes in laws, regulations and practices; changes in domestic and international economic and political conditions, the as yet uncertain impact of the Covid - 19 pandemic and others. Additional risks may arise with respect to commencing operations in new countries and regions, of which Ipsidy is not fully aware at this time. See the Company’s Annual Report on Form 10 - K for the Fiscal Year ended December 31, 2020 filed at www.sec.gov for other risk factors which anyone considering a transaction with the Company should consider. These forward - looking statements speak only as to the date of this Presentation and cannot be relied upon as a guide to future performance. Ipsidy expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward - looking statements contained in this announcement to reflect any changes in its expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based. • By reading this Presentation or attending this virtual Annual Meeting you accept and agree to these terms, disclaimers and limitations. - 3 - S P EE D | A C CUR A C Y | S ECUR I T Y | T RU S T © 2021 Ipsidy Inc. All Rights Reserved. Disclaimer & Forward - Looking Statements

© 202 1 I p s id y I n c . A l l R ig h ts R e se r v e d . S P EE D | A C CUR A C Y | S ECUR I T Y | T RU S T New York | Bogota | London | Johannesburg OTCQB: IDTY SP EE D ACCURACY S E CU R I T Y T RU S T © 2021 Ipsidy Inc. All Rights Reserved. Company Highlights

© 2021 Ipsidy Inc. All Rights Reserved. S P EE D | A C CUR A C Y | S ECUR I T Y | T RU S T • 2020 Adjusted EBITDA loss - $5.2M – 19% improvement over 2019 Adjusted EBITDA, due to lower overall cash expenses • Total Revenue: 2020 $2.1M vs. 2019 $2.6M – Reflecting Covid - 19 pandemic impact • Net loss: 2020 $11.3M vs. 2019 $10.5M – Due to $3.1M of special items in 2020 vs $1.7M in 2019 • Basic and fully diluted net loss per share $0.02 cents for both years • Secured approximately $8.5M of additional funding – Existing and new investors, via issuance of common stock, warrants, notes payable and convertible debt Financial Highlights Year Ended December 31, 2020 - 5 -

© 202 1 I p s id y I n c . A l l R ig h ts R e se r v e d . S P EE D | A C CUR A C Y | S ECUR I T Y | T RU S T © 2021 Ipsidy Inc. All Rights Reserved. SP EE D ACCURACY SECURITY T RU S T Digital Identity Market Trends - 6 -

Identity Market Segments 2022 16.1 18.9 22.1 25.9 30 . 4 35 . 7 2020 2021 2022 2023 2024 2025 Digital Identity and Document Verification Services $10B $12B Multi - Factor A ut h e n t i c a t i on Services Identity - as - a - Service Landscape Global, Digital - Identity Market $36B by 2025 17% CAGR S o u r c e : M a r k e t s A n d M a r k e t s © 202 1 I p s id y I n c . A l l R ig h ts R e se r v e d . S P EE D | A C CUR A C Y | S ECUR I T Y | T RU S T SP EE D ACCURACY | SECURITY | TRUST - 7 - S o u r c e : M a r k e t s A n d M a r k e t s, R e s e a r c h a n d M a r k e t s

$6.8 Trillion Digital Investment 2020 - 23 1 65% of Global GDP Digital by 2022 1 82% of CEOS confirm digital transformation effort 2 © 202 1 I p s id y I n c . A l l R ig h ts R e se r v e d . S P EE D | A C CUR A C Y | S ECUR I T Y | T RU S T SP EE D ACCURACY | SECURITY | TRUST - 8 - Digital Transformation is Everywhere 1 S t a t i st a 2 G a r t ner

Digital Transformation is Everywhere 2020 Accelerated Digital Shift 200% April 2020 Increase Mobile Banking Registrants 3 683% & 4,345% Q2 2020 Surge Urgent & Non - Urgent T ele m e dic i n e C a r e 4 Touchless Transactions > More Unknowns © 202 1 I p s id y I n c . A l l R ig h ts R e se r v e d . S P EE D | A C CUR A C Y | S ECUR I T Y | T RU S T 4 J A M A SP EE D ACCURACY | SECURITY | TRUST - 9 - 3 CNBCNews

The Fear of Identity Fraud 5 Statista © 202 1 I p s id y I n c . A l l R ig h ts R e se r v e d . S P EE D | A C CUR A C Y | S ECUR I T Y | T RU S T 6 Panda Security SP EE D ACCURACY | SECURITY | TRUST - 10 - 11,000+ Data Breaches Since 2005 5 1.7+ Billion Records Exposed 5 400% Increase In Scams Q1 2020 US 6

© 202 1 I p s id y I n c . A l l R ig h ts R e se r v e d . S P EE D | A C CUR A C Y | S ECUR I T Y | T RU S T The Fear of Identity Fraud SP EE D ACCURACY | SECURITY | TRUST - 11 - 7 Javelin Strategy & Research 8 TVTe c h 9 IBM 10 NBC News $16.9B Lost - 2019 US Financial Services 7 $9B Lost - 2019 Online Streaming Services 8 $7.3M Avg Cost Healthcare Data Breach 9 $63B Stolen - 2020 US Unemployment Fraud 10

Passwords are Problems 11 Forrester Research Est. $70 Password Reset Costs 11 Passwords Drive High Costs Avg $1M Password Resets staffing and infrastructure 11 Passwords Frustrate Cu s t o me r s footnote © 202 1 I p s id y I n c . A l l R ig h ts R e se r v e d . S P EE D | A C CUR A C Y | S ECUR I T Y | T RU S T SP EE D ACCURACY | SECURITY | TRUST - 12 -

Passwords are Problems 12 Verizon Passwords Create Security Risks • Same Password Reuse • Data Breaches • Widespread Phishing 81% of Breaches From Weak, Stolen Or Reused Passwords 12 72% Increase • Account Takeovers • 2019 to 2018 13 footnote © 202 1 I p s id y I n c . A l l R ig h ts R e se r v e d . S P EE D | A C CUR A C Y | S ECUR I T Y | T RU S T 13 Javelin Strategy & Research SP EE D ACCURACY | SECURITY | TRUST - 13 -

Trusted Identity Unlocks Opportunity 1.7B Unbanked Adults 30% Population 14 Government Digital Identity Programs 1B Adults with No ID 15 14 The World Bank © 202 1 I p s id y I n c . A l l R ig h ts R e se r v e d . S P EE D | A C CUR A C Y | S ECUR I T Y | T RU S T 15 The World Bank SP EE D ACCURACY | SECURITY | TRUST - 14 -

SP EE D ACCURACY © 202 1 I p s id y I n c . A l l R ig h ts R e se r v e d . S P EE D | A C CUR A C Y | S ECUR I T Y | T RU S T © 2021 Ipsidy Inc. All Rights Reserved. SECURITY T RU S T Delivering Speed, Accuracy, Security & Trust - 15 -

Clients Confront Multiple Digital Transformation Challenges Seamless User Experience Fraud Risks Account Takeovers Operational Costs Privacy Regulations Complex Password Resets Touchless Commerce SIM Swaps Phishing Today All Customers Are Digital - 16 - S P EE D | A C CUR A C Y | S ECUR I T Y | T RU S T © 2021 Ipsidy Inc. All Rights Reserved.

Ipsidy Delivers Identity Certainty Across the Customer Journey Know Who Requested an Account Change Know Who Applied for a Loan… a Credit Card Know Who Logged into Your App Know Who is Using Online Chat Know Who Made a Transfer - 17 - S P EE D | A C CUR A C Y | S ECUR I T Y | T RU S T © 2021 Ipsidy Inc. All Rights Reserved.

Transform Identity. One Partner. One Platform. Identity Certainty Valued Transactions Increase assurance with step - up authentication of high - risk transactions. x Reduce risk with a real - time biometric audit trail x Drive customer trust with pro - active transaction verification Identity Certainty Digital Onboarding Confirm identity of new users remotely – know they are who they say they are. x S t op i d entit y f r a u d a t t he s t a r t – weed out the bad guys early x G r ow yo u r b u s ine ss w i th , s p ee d , accuracy and trusted customers Identity Certainty Passwordless Logon Eliminate passwords with FIDO 2 strong authentication, bound to a trusted identity . x Reduce operational costs on complex password resets x Eliminate vulnerabilities. Stop p hishing a nd a cc ount t a ke o v e r s - 18 - S P EE D | A C CUR A C Y | S ECUR I T Y | T RU S T © 2021 Ipsidy Inc. All Rights Reserved.

© 202 1 I p s id y I n c . A l l R ig h ts R e se r v e d . S P EE D | A C CUR A C Y | S ECUR I T Y | T RU S T © 2021 Ipsidy Inc. All Rights Reserved. SP EE D ACCURACY SECURITY T RU S T Building Partnerships - 19 -

Leveraging the Ipsidy Partner Network - 20 - S P EE D | A C CUR A C Y | S ECUR I T Y | T RU S T © 2021 Ipsidy Inc. All Rights Reserved.

Benefits • Increase Identity Assurance • Delight Customers • Lower Support & Password Reset Costs • Increase Security – FIDO2 Cryptography • Reduce Account Takeover Use Case - Delivering Secure, Passwordless Login - 21 - S P EE D | A C CUR A C Y | S ECUR I T Y | T RU S T © 2021 Ipsidy Inc. All Rights Reserved.

Benefits • Automated, Digital Onboarding • Reduce Fraud • Increase Identity Assurance Use Case Securing Digital Banking, Payments & Mobile Wallets - 22 - S P EE D | A C CUR A C Y | S ECUR I T Y | T RU S T © 2021 Ipsidy Inc. All Rights Reserved.

Use Cases - Securing Video Chat and Health Passports Government & Banking KYC Interviews Safe Access – Airlines, Entertainment, Sports - 23 - S P EE D | A C CUR A C Y | S ECUR I T Y | T RU S T © 2021 Ipsidy Inc. All Rights Reserved.

Use Case - Securing Digital Identity Networks Identity Services Pl a t fo rm U s ers Rel y i n g Parties Trust P r o v ider Govt Telco - 24 - S P EE D | A C CUR A C Y | S ECUR I T Y | T RU S T © 2021 Ipsidy Inc. All Rights Reserved.

Ipsidy Technology Meets Market Demand Digital Transformation Superior B i om e tr i c Identity Proofing Fast, Seamless Liveness D e t e c t i o n Global Identity Docu m e nt Support B i om e tr i c Multi - Factor Au t h e n t i c ation Identity As s uran c e Customer Identity Lifecycle FIDO2 Password - le s s Lo g in Increased Identity Fraud P a s s w o r ds Are Done - 25 - S P EE D | A C CUR A C Y | S ECUR I T Y | T RU S T © 2021 Ipsidy Inc. All Rights Reserved. Market Demand

Q&A - 26 - S P EE D | A C CUR A C Y | S ECUR I T Y | T RU S T © 2021 Ipsidy Inc. All Rights Reserved.

• 1 Statista “Spending on digital transformation technologies and services worldwide from 2017 to 2023” • 2 Gartner 2019 CEO and Senior Business Executive Survey • 3 CNBC News “Coronavirus crisis mobile banking surge is a shift that’s likely to stick” • 4 Journal of the American Medical Informatics Association “COVID - 19 transforms health care through telemedicine: Evidence from the field” 2020 • 5 Statista “Annual number of data breaches and exposed records in the United States from 2005 to 1st half 2020” • 6 Panda Security “43 Covid - 19 Cybersecurity Statistics” 2020Statista “something • 7 Javelin Strategy & Research “2020 Identity Fraud Report” • 8 TVTech “Piracy, Account Sharing Resulted in $9B Lost Revenue in 2019 for U.S.” • 9 IBM Security “Cost of Data Breach Report 2020” • 10 NBCnews”How billions in pandemic aid was swindled by con artists and crime syndicates” • 11 Forrester Research: Best Practices: Selecting, Deploying, And Managing Enterprise Password Managers • 12 Verizon 2020 Data Breach Investigation Report • 13 Javelin Strategy & Research “2020 Identity Fraud Report” • 14 The World Bank “Global Findex Database 2017” • 15 The World Bank “Inclusive and Trusted Digital ID Can Unlock Opportunities for the World’s Most Vulnerable” - 27 - S P EE D | A C CUR A C Y | S ECUR I T Y | T RU S T © 2021 Ipsidy Inc. All Rights Reserved. Endnotes

 

 

 

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