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): December ~~September 3~~12, 2024 (~~August~~November 2120, 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 1.01 Entry into Material Agreement.

As Effective ~~reported~~November 20, 2024 (the “Judgment Date”), in ~~its~~a ~~Current~~case ~~Report~~styled Constantino Zanfardino, Derivatively on ~~Form~~Behalf ~~8-K~~of ~~filed~~Nominal onDefendant ~~July~~Zerify, 26Inc., ~~2024~~formerly known as Strikeforce Technologies, Inc. v. Mark L. Kay, Ramarao Pemmaraju and George Waller, Defendants, and Zerify, Inc. formerly known as Strikeforce Technologies, Inc., Nominal Defendant (~~the~~U.S. ~~“Prior~~District ~~Report”)~~Court, onDistrict ~~July~~of 1New Jersey, ~~2024~~Civil Action No. 2:22-cv-07258-MCA-AME) (the “Derivative Action”), Zerify, Inc., a Wyoming corporation (the “Company”), the Company entered into a ~~Binding~~Stipulation ~~Memorandum~~and Agreement of ~~Understanding~~Settlement (the “~~Sovereign~~Settlement Agreement”), with ~~Sovereign~~each ~~Assets,~~of ~~LLC~~the ~~(“Sovereign”).~~other ~~The~~parties ~~Sovereign~~to ~~Agreement~~the ~~contains~~Derivative ~~provisions~~Action, ~~that~~including ~~are~~three toof bethe ~~implemented~~Company’s ~~over~~directors, aMark ~~period~~L. ofKay ~~time ending~~(“Kay”), atRamarao ~~the~~Pemmaraju ~~latest,~~(“Pemmaraju”) ~~June~~and ~~30,~~George ~~2025.~~Waller ~~Such~~(“Waller”) ~~provisions~~(the Company, ~~along~~Kay, ~~with~~Pemmaraju ~~the~~and ~~current~~Waller ~~status~~are ofreferred ~~each,~~to ~~are~~as ~~described~~the ~~below~~“Defendants”).

		Current Status
(a)	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;	In Effect
(b)	On or before July 2, 2024, Sovereign shall purchase $75,000 of units of the Company’s securities in the Company’s current Regulation A offering, with the intention to purchase an additional $100,000 of such units;	Completed
(c)	Sovereign shall have the option of providing the Company a Senior secured convertible loan (the “Senior Secured Loan”), which shall be in the minimum amount of $825,000 and maximum amount of $10 million, with monthly interest payable at the rate of 5% plus the prime rate per annum, and shall be convertible into shares of Company common stock immediately after the effective date of the Company’s previously announced reverse stock split at a price based on the average opening and closing price of the Company’s common stock on the date that the reverse stock split goes into effect;	Not YetFunded
(d)	Should ZAM have purchased not less than $175,000 of units in the Company’s Regulation A offering, Sovereign shall have the right to appoint four (4) new directors to the Board of Directors of the Company;	Completed (See Item 5.02)
(e)	Upon their appointment, the four new directors shall be issued one (1) share each of the Company’s Series A Preferred Stock;	Completed (See Item 3.02)
(f)	Until such time as Sovereign shall have purchased $175,000 of units in the Company’s Regulation A offering, the current Board of Directors of the Company shall not voluntarily seek any reorganization through bankruptcy, liquidation or other similar action, without the prior written consent of Sovereign, shall not authorize any agreement or take any action outside the ordinary course of business of the Company without the prior written consent of Sovereign, which consent shall not be unreasonably withheld, and shall consult with Sovereign with respect to potential actions and transaction presented to the Board of Directors of the Company;	Completed
(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. Kay, Ramarao Pemmaraju and George Waller on such terms and conditions as are fair and equitable to such persons and to the Company and its shareholders;	Not YetCompleted
(h)	Should Sovereign fail to deliver a minimum of $825,000 under the Senior Secured Loan on or before June 30, 2025, then (1) each of the New Directors shall, effective at the close of business on 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.	Pending

The terms of the Settlement Agreement include:

· The ~~foregoing~~Company ~~description~~shall, ofwithin ~~the~~75 ~~Sovereign~~days ~~Agreement is qualified in its entirety by the full text~~ of the ~~Sovereign~~Judgment ~~Agreement~~Date, ~~which~~effectuate ~~was~~and ~~filed~~adopt ~~as Exhibit 10.1 to~~ the ~~Prior~~following ~~Report~~relief and ~~is incorporated by reference in this Current Report.~~reforms:

Item 3.02. Unregistered Sales of Equity Securities.

		·	Appoint, at Defendants’ expense, a retired judge of the United States District Court for the District of New Jersey, reasonably satisfactory to plaintiff, as an independent overseer whose approval will be required for any transaction occurring during a period of two years from the date of that person’s appointment involving the Company which benefit any of Kay, Pemmaraju or Waller, directly or indirectly, except for any transactions that would benefit the Kay, Pemmaraju or Waller in their capacity as shareholders of the Company.

		·	To the extent that a retired judge of the United States District Court for the District of New Jersey is not available, the parties agree to meet and confer in good faith to identify a suitable alternative retired federal judge from another jurisdiction.

		·	Kay, Pemmaraju and Waller will relinquish all of their personal ownership interest in BlockSafe and return such interest to the Company.

		·	Pemmaraju and Waller will return 75% of the shares of Company stock that were issued to them in 2021, constituting 6,892,220 shares and 7,375,000 shares, respectively, to be returned to the Company.

In· ~~August~~Due ~~2024,~~to ~~Sovereign~~the ~~purchased~~lack 80of insurance available to cover any claims emanating from the alleged misconduct asserted in the Derivative Action,~~000~~ Kay,~~000~~ ~~units~~Pemmaraju and Waller will personally pay a maximum of ~~securities~~$25,000 (towards any fee and expense amount awarded by the ~~“Units”)~~Court. ofAny fee and expense amount awarded by the ~~Company~~Court inover and above $25,000.00 shall be borne exclusively by the Company’s ~~Regulation~~and Anot ~~offering~~by ~~(File~~Kay, NoPemmaraju or Waller. ~~024-12026),~~· ~~with~~The ~~each~~Company ~~Unit~~shall ~~consisting~~be required to provide notice of 5the ~~shares~~Settlement Agreement to its shareholders, in accordance with the terms of ~~common~~the ~~stock~~Settlement ~~and~~Agreement. ~~one~~· ~~(1)~~Pursuant ~~warrant~~to the Settlement Agreement, Plaintiff’s counsel shall be entitled to ~~purchase~~no ~~one~~more ~~(1)~~than ~~share~~$368,607 ofin ~~common~~attorneys’ ~~stock~~fees atand an$8,547 ~~exercise~~for ~~price~~reimbursement of $0expenses.~~02,~~ at(The aCompany ~~per~~is ~~Unit~~responsible ~~price~~for amounts in excess of $075,000).~~00125~~ · Kay, orPemmaraju and Waller shall deliver the $~~100~~25,000, inrequired of them to be paid into an escrow account controlled by plaintiff’s counsel within 30 calendar days of the ~~aggregate~~Court’s final approval of the Settlement Agreement. · The ~~sale~~Company shall deliver the balance of the ~~Units~~amount due under the Settlement Agreement, approximately $351,854, to ~~Sovereign~~be ~~was~~paid ~~made~~within in30 ~~reliance~~calendar ondays anof ~~exemption~~the ~~from~~Court’s ~~registration~~final ~~pursuant~~approval toof ~~Regulation~~the ASettlement ~~under~~Agreement. · Upon the ~~Securities~~effective ~~Act~~date of ~~1933~~the Settlement Agreement, asa ~~amended~~general release of all involved parties shall become effective. · The effective date of the Settlement Agreement as to Kay, Pemmaraju and Waller shall be upon the occurrence of certain events, including:

In August 2024, the Company issued four (4) shares of its Series A Preferred Stock to four individuals as a bonus for becoming directors of the Company, in accordance with the terms of the Sovereign Agreement. The issuances of Series A Preferred Stock were made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D promulgated thereunder, as there was no general solicitation, the issuances did not involve a public offering, and there were only four issuees, each of whom is accredited or financially sophisticated.

		·	Court approval of the Settlement Agreement and approval of the content and method of providing notice of the Settlement Agreement to the Company’s shareholders; and

		·	The payment of $25,000 by Kay, Pemmaraju and Waller.

~~Item~~· ~~5.01.~~The ~~Changes~~effective indate ~~Control~~of the Settlement Agreement as to the Company shall be upon the occurrence of ~~Registrant.~~certain events, including:

~~The~~· ~~description~~Court approval of the ~~Sovereign~~Settlement Agreement ~~set~~and ~~forth~~approval ~~above~~of ~~under~~the ~~Item~~content ~~1.01~~and ~~Entry~~method ~~into~~of ~~Material~~providing ~~Agreement~~notice ~~is incorporated into this Item 5.01. In accordance with the terms~~ of the ~~Sovereign~~Settlement Agreement, onto ~~August 21, 2024, Abraham Poznanski, Howard Moser, Brian Szczapa and Adam Poznanski (collectively,~~ the ~~“New Directors”) were appointed as directors of the~~ Company.’s ~~Further,~~shareholders; ~~Abraham~~and ~~Poznanski~~· ~~was~~The ~~appointed~~payment ~~Chairman~~ of ~~the~~all ~~Board~~sums ~~and~~due ~~Mark.~~by ~~L. Kay was appointed Vice-Chairman of~~ the ~~Board~~Company.

~~Certain~~The ~~information~~filing ~~regarding~~of ~~the~~this ~~background~~Current ofReport ~~each~~is one of the ~~New~~required ~~Directors~~notice isrequirements ~~set~~imposed ~~forth~~in ~~below~~the Company in the Settlement Agreement.

~~Abraham~~In ~~Poznanski.~~addition, ~~Mr. Poznanski has served as the Company’s fractional President~~ and ~~Chief~~further ~~Strategic~~to ~~Officer, since July 1, 2024. For more than~~ the ~~past~~requirements ~~10 years, Mr. Poznanski has been Managing Member~~ of ~~Sovereign~~the ~~Assets,~~Settlement ~~LLC~~Agreement, a ~~private~~copy ~~investment and management company for real estate and corporate equities, as well as Managing Member~~ of ~~Prodigy Management Group, LLC,~~ a ~~real~~Notice ~~estate management and brokerage company. Since December 2023, he has served as CEO~~ of ~~Operation~~Pendency ~~Home Again, a non-profit entity based in Israel,~~ and ~~CEO~~Proposed ofSettlement 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. Howard Moser. Mr. Moser is a self-admitted serial sales and business development executive, with expertise in Video Conferencing, SaaS and Security related technologies and markets, and is experienced in hiring, training and managing sales teams in the U.S. and internationally. Mr. Moser played a key role in the growth of ~~the~~Shareholder ~~companies~~Derivative ~~that~~Action ~~he has represented and helped facilitate~~ (the ~~acquisition~~“Settlement ofNotice”) ~~five~~dated ofDecember ~~them~~3, ~~Synnernetics acquired by 3Com~~2024, ~~VPnet by Avaya, Whale by Microsoft, Kontiki by Verisign, Vidyo by Enghouse, and the successful IPO of First Virtual with Goldman Sachs. Brian Szczapa. Mr. Szczapa~~ is afiled ~~Managing~~as Direct at Meridian Investments Sales and currently works in its Institutional Investment Sales Group. With 20 years of experience in the commercial real estate industry, Mr. Szczapa has held roles in acquisitions, dispositions, asset management and corporate real estate capacities. At Meridian Investment Sales, he primarily advises clients on acquisition/disposition strategies, transaction capitalization and deal structuring for commercial real estate assets located in the New York Metro Area and has completed both sales and equity recapitalization transactions valued in excess of $10 billion. Mr. Szczapa received an ~~MBA~~exhibit in Finance from Hofstra University and a BA in Journalism from New York University. Adam Poznanski. Mr. Poznanski is a seasoned real estate executive with nearly two decades of industry experience, distinguished by his strategic ability to ~~blend~~this aCurrent ~~vast on the ground field experience, nuanced understanding of modern technology and an analytical approach to understanding performance challenges~~Report. His career trajectory, which began in 2007 as a Construction Manager, has brought him to Senior Asset Manager for a major multifamily portfolio. His insight into performance metrics and market dynamics allows him to foresee trends and craft strategies that maximize asset value and optimize returns. In 2020, Mr. Poznanski’s entrepreneurial vision led him to establish TLG Building Services Co. and Fifth & Grant Real Estate Services, two pioneering firms based in Pittsburgh, Pennsylvania, that leverage technology to disrupt traditional real estate brokerage and property management models.

~~Adam~~The ~~Poznanski~~foregoing isdescriptions of the ~~son~~Settlement Agreement and the Settlement Notice do not purport to be complete and are qualified in their entireties by reference to the full text of ~~Abraham~~the ~~Poznanski~~Settlement Agreement and the Settlement Notice, copies of which are filed as Exhibit 10.1 Noand ~~other~~Exhibit ~~family~~10.2, ~~relationships~~respectively, ~~exists~~to ~~among~~this ~~the~~Current ~~Company’s~~Report ~~directors~~on Form 8-K and incorporated by reference herein.

InItem ~~conjunction with the appointment of the New Directors, each New Director was issued one (1) share of the Company’s Series A Preferred Stock~~7.01 ~~Because~~Regulation ofFD ~~the superior voting rights of the Series A Preferred Stock, the issuances to the New Directors resulted in a change in control of the Company~~Disclosure. Prior to such issuances, three of the Company’s directors, Mark L. Kay, Ramarao Pemmaraju and George Waller, owned all of the outstanding shares of Series A Preferred Stock and, by such ownership, possessed 80% voting control of the Company, as a group. Following such issuances, all of the Company’s directors, Mark L. Kay, Ramarao Pemmaraju, George Waller, Abraham Poznanski, Howard Moser, Brian Szczapa and Adam Poznanski, possess 80% voting control of the Company, as a group. Any five of the Company’s directors that vote as a block are able to approve corporate actions that require majority shareholder approval; any six of the Company’s directors that vote as a block are able to approve corporate actions that require super-majority, 66.67%, shareholder approval.

~~Item~~On ~~5.02.~~December ~~Departure~~12, of2024, ~~Directors~~the orCompany ~~Certain~~issued ~~Officers;~~a ~~Election~~press ofrelease ~~Directors;~~announcing ~~Appointment~~the ofSettlement ~~Certain~~Agreement. ~~Officers;~~The ~~Compensatory~~press ~~Arrangements~~release ofis ~~Certain~~attached ~~Officers~~hereto as Exhibit 99.1 and is incorporated herein by reference.

The ~~disclosure~~furnishing ~~set~~of ~~forth~~the ~~above~~press ~~under~~release ~~Item~~is 5not an admission as to the materiality of any information therein.~~01.~~ ~~Changes~~The information contained in ~~Control~~the ofpress ~~Registrant~~release is ~~incorporated~~summary information that is intended to be considered in the context of more complete information included in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”) and other public announcements that the Company has made and may make from time to time by press release or otherwise. The Company undertakes no duty or obligation to update or revise the information contained in this ~~Item~~report, 5although it may do so from time to time as its management believes is appropriate.02 Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosures.

The information in this Item 7.01 of this Current Report on Form 8-K and the press release 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 press release 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.

10.1*		~~Binding~~Stipulation ~~Memorandum~~and Agreement of ~~Understanding~~Settlement, ~~between~~including the ~~Company~~Notice of Pendency and ~~Sovereign~~Proposed ~~Assets,~~Settlement ~~LLC~~of Shareholder Derivative Action (attached as Exhibit D)
10.2*		Notice of Pendency and Proposed Settlement of Shareholder Derivative Action dated December 3, 2024
99.1*		Press release dated December 12, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document)

_________

* ~~Incorporated~~Filed ~~by referenced from the Company’s Current Report on Form 8-K filed July 26, 2024~~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: September 3, 2024
DATE: December 12, 2024
By:	/s/ Mark L. Kay
	Mark L. Kay
	Chief Executive Officer

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