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): ~~April~~July 171, 2024

ZERIFY, INC.

(Exact Name of Registrant as Specified in its Charter)

Wyoming

000-55012

22-3827597

(State or Other Jurisdiction

of Incorporation)

(Commission

File No.)

(I.R.S. Employer

Identification No.)

1090 King Georges Post Road, Suite 603, Edison NJ		08837
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (561) 237-2931

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)

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

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

Securities registered pursuant to Section 12(b) of the Act: N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

Item 71.01 ~~Regulation~~Entry FDinto ~~Disclosure~~Material Agreement.

On ~~April~~July 171, 2024, ~~the~~Zerify, ~~Company~~Inc., ~~issued~~ a ~~press~~Wyoming ~~release~~corporation ~~announcing~~(the ~~that its white-label marketing partner~~“Company”), ~~Sevideca,~~entered ~~has~~into ~~launched~~a ~~service.~~Binding ~~The~~Memorandum ~~press~~of ~~release~~Understanding is(the ~~attached~~“Sovereign ~~hereto~~Agreement”), aswith ~~Exhibit~~Sovereign ~~99.1~~Assets, ~~and~~LLC is(“Sovereign”), ~~incorporated~~which ~~herein~~contains bythe ~~reference.~~following provisions:

~~The~~(a) ~~furnishing~~Sovereign will make its manager, Abraham Poznanski, available for 20 hours per week to serve as the Company’s fractional President and Chief Strategic Officer; (b) On or before July 2, 2024, Sovereign shall purchase $75,000 of units of the ~~press~~Company’s ~~release~~securities isin ~~not~~the anCompany’s ~~admission~~current asRegulation A offering, with the intention to purchase an additional $100,000 of such units; (c) Sovereign shall have the ~~materiality~~option of ~~any~~providing ~~information~~the ~~therein.~~Company ~~The~~a ~~information~~Senior ~~contained~~secured convertible loan (the “Senior Secured Loan”), which shall be in the ~~press~~minimum ~~release~~amount isof ~~summary~~$825,000 ~~information~~and ~~that~~maximum isamount ~~intended~~of to$10 million, with monthly interest payable at the rate of 5% plus the prime rate per annum, and shall be ~~considered~~convertible ininto shares of Company common stock immediately after the ~~context~~effective date of ~~more~~the ~~complete~~Company’s ~~information~~previously ~~included~~announced reverse stock split at a price based on the average opening and closing price of the Company’s comon stock on the date that the reverse stock split goes into effect; (d) Should ZAM have purchased not less than $175,000 of units in the Company’s ~~filings~~Regulation ~~with~~A offering, Sovereign shall have the ~~U.S.~~right ~~Securities~~to ~~and~~appoint ~~Exchange~~four ~~Commission~~(4) new directors (the “~~SEC~~New Directors”) ~~and~~to ~~other~~the ~~public~~Board ~~announcements~~of ~~that~~Directors of the Company; ~~has~~(e) ~~made~~Upon ~~and~~their ~~may~~appointment, ~~make~~the ~~from~~New ~~time~~Directors toshall be issued one (1) share each of the Company’s Series A Preferred Stock (collectively, the “New Director Shares”); (f) Until such time byas ~~press~~Sovereign ~~release~~shall orhave ~~otherwise.~~purchased ~~The~~$175,000 of units in the Company’s ~~undertakes~~Regulation noA ~~duty~~offering, the current Board of Directors of the Company shall not voluntarily seek any reorganization through bankruptcy, liquidation or ~~obligation~~other tosimilar ~~update~~action, without the prior written consent of Sovereign, shall not authorize any agreement or ~~revise~~take any action outside the ~~information~~ordinary ~~contained~~course inof ~~this~~business ~~report~~of the Company without the prior written consent of Sovereign, ~~although~~which itconsent ~~may~~shall donot sobe ~~from~~unreasonably ~~time~~withheld, and shall consult with Sovereign with respect to ~~time~~potential asactions ~~its~~and ~~management~~transaction ~~believes~~presented isto ~~appropriate~~the Board of Directors of the Company; (g) Following the appointments of the New Directors, the Board of Directors of the Company would seek to have the Company enter into new employment agreements with Mark L. ~~Any~~Kay, Ramarao Pemmaraju and George Waller on such ~~updating~~terms ~~may~~and beconditions ~~made~~as ~~through~~are fair and equitable to such persons and to the ~~filing~~Company and its shareholders; (h) Should Sovereign fail to deliver a minimum of ~~other~~$825,000 ~~reports~~under the Senior Secured Loan on or ~~documents~~before ~~with~~June 30, 2025, then (1) each of the ~~SEC~~New Directors shall, ~~through~~effective ~~press~~at ~~releases~~the orclose ~~through~~of ~~other~~business ~~public~~on ~~disclosures~~June 30, 2025, resign as Directors of the Company, (2) each of the New Directors shall, effective at the close of business on June 30, 2025, tender for cancellation their respective New Director Shares and (3) Abraham Poznanski shall, effective at the close of business on June 30, 2025, resign from all positions with the Company.

~~The~~As ~~information~~of inthe ~~this~~date ~~Item 7.01~~ of this Current Report, onSovereign ~~Form~~has ~~8-K~~purchased ~~and the press release shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934~~$75,000 ~~as amended, or otherwise subject to the liabilities~~ of ~~that~~units ~~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 ~~press release shall not be incorporated by reference into any filing with the SEC made by the~~ Company,’s ~~whether~~Regulation ~~made~~A ~~before or after the date hereof, regardless of any general incorporation language in such filing~~offering.

The foregoing description of the Sovereign Agreement is qualified in its entirety by the full text of the Sovereign Agreement, which is filed as Exhibit 10.1 to, and incorporated by reference in, this Current Report.

Item 3.02. Unregistered Sales of Equity Securities.

In July 2024, Sovereign purchased 60,000,000 units of securities (the “Units”) of the Company in the Company’s Regulation A offering (File No. 024-12026), with each Unit consisting of 5 shares of common stock and one (1) warrant to purchase one (1) share of common stock at an exercise price of $0.02, at a per Unit price of $0.00125, or $75,000, in the aggregate. The sale of the Units to Sovereign was made in reliance on an exemption from registration pursuant to Regulation A under the Securities Act of 1933, as amended.

Item 5.01. Changes in Control of Registrant.

The description of the Sovereign Agreement set forth above under Item 1.01 Entry into Material Agreement is incorporated into this Item 5.01. Should Sovereign purchase an additional $100,000 of the Units, there would occur a change in control of the Company, at which time the Company would file a Current Report on Form 8-K to report such event. There is no assurance that Sovereign will ever purchase such additional amount of Units.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the Sovereign Agreement, Abraham Poznanski was appointed fractional President and Chief Strategic Officer of the Company. Certain information regarding the background of Mr. Poznanski is set forth below.

For more than the past 10 years, Mr. Poznanski has been Managing Member of Sovereign Assets, LLC, a private investment and management company for real estate and corporate equities, as well as Managing Member of Prodigy Management Group, LLC, a real estate management and brokerage company. Since December 2023, he has served as CEO of Operation Home Again, a non-profit entity based in Israel, and CEO of Healables, Ltd., an Israeli digital health equipment start-up company. From June 2021 through June 2023, Mr. Poznanski served as CEO Infinity Land Services, LLC, a Title Insurance company located in Brooklyn, New York. From March 2018 through May 2021, he served as COO Northeast Region for Rugby Realty, Inc., an office real estate company located in Newark, New Jersey.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

99.1*		Press release dated April 17, 2024
10.1*		Binding Memorandum of Understanding between the Company and Sovereign Assets, LLC
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document)

_________

* Filed herewith.

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.

ZERIFY, INC.
DATE: April 17, 2024
DATE: July 26, 2024
By:	/s/ Mark L. Kay
	Mark L. Kay
	Chief Executive Officer

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