UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K/A

(Amendment No. 1)



(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, 2018



| | ☐ | 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 000-54545



http:||content.edgar-online.com|edgar_conv_img|2017|03|31|0001615774-17-001426_LOGO.JPG



Ipsidy Inc.

(Exact name of registrant as specified in its
charter)



|Delaware                        | 46-2069547         
|------------------------------- | -------------------
|(State or other jurisdiction of | (I.R.S. Employer   
|incorporation or organization)  | Identification No.)





670 Long Beach Boulevard
Long Beach, New York 11561

(Address of principal executive offices)



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



Securities registered pursuant to Section 12(b)
of the Act: None



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
and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405
of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files). ☐ Yes ☒  No



Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non- accelerated filer, or a smaller reporting company. See the definitions of “large accelerated
filer”, “accelerated filer”, “non-accelerated filer”, “smaller reporting company” and
“emerging growth” 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 if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best
of registrant’s Knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. ☒  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, 2018, 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 $69,924,716 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 $0.23.



The number of shares of the Registrant’s common stock, $0.0001
par value per share, outstanding as of February 15, 2019, was 478,950,996 Documents incorporated by reference: None


























TABLE
OF CONTENTS



|EXPLANATORY NOTE                                    |  | 2
|--------------------------------------------------- |  | -
|                                                    |  |  
|Item 9A. Controls and Procedures                    |  | 3
|                                                    |  |  
|Item 15. Exhibits and Financial Statement Schedules |  | 3
|                                                    |  |  
|EXHIBIT INDEX                                       |  | 3
|                                                    |  |  
|SIGNATURES                                          |  | 4





EXPLANATORY NOTE



Ipsidy
Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to its Annual
Report on Form 10-K for the fiscal year ended December 31, 2018 (the “Original Filing”), which was originally
filed with the Securities and Exchange Commission (the “SEC”) on March 8, 2019.



We
are filing this Amendment in response to a comment letter received from the SEC in connection with its review of the Original Filing
(the “Comment Letter”). We have modified Part II, Item 9A. “Controls and Procedures” in this
Amendment in response to the Comment Letter to include the following disclosures, which were inadvertently omitted from the Original
Filing: (i) a statement identifying the criteria and framework used by our management to evaluate the effectiveness of our
internal control over financial reporting, and (ii) the assessment by our management of the effectiveness of our internal
control over financial reporting as of the end of our fiscal year ended December 31, 2018, including a statement as to whether
or not internal control over financial reporting was effective. In addition, we are also including the required certifications
required by the Sarbanes-Oxley Act of 2002 in connection with the filing of this Amendment.



This
Amendment does not include the entire Form 10-K. Except as described in this Explanatory Note, this Amendment does not amend any
other information set forth in the Original Filing, and the Company has not updated disclosures to reflect any events that occurred
subsequent to March 8, 2019.





2







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(e) 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, 2018, 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. generally 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, 2018, 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, 2018, as such term is defined in Exchange Act Rule 13a-15(f)
and 15d-(f).

Changes in Internal Control over Financial
Reporting



During the year ended December 31, 2018, the
Company improved its internal control over financial reporting and believes the disclosure controls and procedures are adequate
to ensure accurate and timely financial reporting in accordance with the applicable standards.



| | - | The Company has established adequate financial reporting monitoring activities to mitigate the risk of management override and performs a review of results and reporting from its entities located outside the United States.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | - | The Company has reduced its reliance on outside consultants to review its financial statements as well as monitor new accounting principles to ensure compliance with GAAP and SEC disclosure requirements.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | - | The Company has hired a General Counsel but will continue to use external counsel to support the review and edit of its financial statements to ensure compliance with SEC disclosure requirements.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | - | A formal audit committee has been formed and regular meetings are held to support the financial reporting process.
| | - | ------------------------------------------------------------------------------------------------------------------



| | - | The Company has taken steps to enhance its internal governance and compliance function. The Company formed appropriate committees and periodic and regular meetings were held with the internal governance and compliance functions to discuss and coordinate operational, compliance and financial matters.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Except as set forth above, there have been no changes 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 15. |  | Exhibits and Financial Statement Schedules                                                                                                 | 
|-------- |  | ------------------------------------------------------------------------------------------------------------------------------------------ | 
|         |  |                                                                                                                                            | 
|Exhibits |  | Description                                                                                                                                | 
|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 pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | 
|         |  |                                                                                                                                            | 
|32.2     |  | Certification of Chief Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | 
|         |  |                                                                                                                                            | 





3







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.





|                       |  | Ipsidy Inc.                                                                   
|---------------------- |  | ------------------------------------------------------------------------------
|                       |  |                                                                               
|Date: October 31, 2019 |  | By: /s/Philip Beck                                                            
|                       |  | Name: Philip Beck                                                             
|                       |  | Title: Chairman of the Board of Directors, Chief Executive Officer & President
|                       |  | (Principal Executive Officer)                                                 
|                       |  |                                                                               
|Date: October 31, 2019 |  | By: /s/Stuart Stoller                                                         
|                       |  | Name: Stuart Stoller                                                          
|                       |  | Title: Chief Financial Officer                                                
|                       |  | (Principal Financial and Accounting Officer)                                  



In accordance with the Exchange Act, this report has been signed
below by the following persons on October 31, 2019 on behalf of the registrant and in the capacities indicated.



|Signature           |  | Title                                                                     
|------------------- |  | --------------------------------------------------------------------------
|                    |  |                                                                           
|/s/Philip Beck      |  | Chairman of the Board of Directors, Chief Executive Officer, and President
|Philip Beck         |  | (Principal Executive Officer)                                             
|                    |  |                                                                           
|/s/ Thomas R. Szoke |  | Chief Technology Officer and Director                                     
|Thomas R. Szoke     |  |                                                                           
|                    |  |                                                                           
|/s/Theodore Stern   |  | Director                                                                  
|Theodore Stern      |  |                                                                           
|                    |  |                                                                           
|/s/Stuart Stoller   |  | CFO                                                                       
|Stuart Stoller      |  | (Principal Financial and Accounting Officer)                              
|                    |  |                                                                           
|/s/ Herb Selzer     |  | Director                                                                  
|Herb Selzer         |  |                                                                           
|                    |  |                                                                           
|/s/ Ricky Solomon   |  | Director                                                                  
|Ricky Solomon       |  |                                                                           





4