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~~July 127, ~~2024~~2025 (~~November~~June 2030, ~~2024~~2025)

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 15.01. ~~Entry~~Changes ~~into~~in ~~Material~~Control ~~Agreement~~of Registrant.

~~Effective~~As ~~November~~reported ~~20,~~in ~~2024~~its ~~(the~~Current ~~“Judgment~~Report ~~Date”),~~on inForm a8-K ~~case~~filed ~~styled~~on ~~Constantino~~September ~~Zanfardino~~3, ~~Derivatively~~2024 on(the ~~Behalf~~“Prior ofReport”), ~~Nominal~~on ~~Defendant~~August 21, 2024, Zerify, Inc., ~~formerly~~a ~~known~~Wyoming ascorporation ~~Strikeforce~~(the ~~Technologies~~“Company”), ~~Inc.~~experienced v.a ~~Mark~~change L.in ~~Kay~~control, ~~Ramarao~~whereby ~~Pemmaraju~~Abraham ~~and George Waller~~Poznanski, ~~Defendants,~~Howard ~~and Zerify~~Moser, ~~Inc.~~Brian ~~formerly~~Szczapa ~~known~~and asAdam ~~Strikeforce~~Poznanski ~~Technologies~~(collectively, ~~Inc.,~~the ~~Nominal~~“Poznanski ~~Defendant~~Group”) ~~(U.S.~~were ~~District~~appointed ~~Court,~~as ~~District~~directors of ~~New~~the ~~Jersey, Civil Action No~~Company. ~~2:22-cv-07258-MCA-AME)~~Further, ~~(the~~on ~~“Derivative~~such ~~Action”)~~date, ~~Zerify,~~Abraham ~~Inc.,~~Poznanski awas ~~Wyoming~~appointed ~~corporation~~Chairman (of the ~~“Company”)~~Board, ~~the~~pursuant ~~Company~~to ~~entered into~~ a ~~Stipulation~~Binding ~~and~~Memorandum ~~Agreement~~ of ~~Settlement~~Understanding (the “~~Settlement~~Sovereign Agreement”), with ~~each~~Sovereign ~~of the other parties to the Derivative Action~~Assets, ~~including~~LLC ~~three~~(“Sovereign”). ofThe ~~the~~ Company’s ~~directors,~~entering ~~Mark~~into L.the ~~Kay~~Sovereign ~~(“Kay”),~~Agreement ~~Ramarao~~was ~~Pemmaraju~~reported ~~(“Pemmaraju”)~~by ~~and~~the ~~George~~Company ~~Waller~~in ~~(“Waller”)~~its ~~(the~~Current ~~Company,~~Report ~~Kay,~~on ~~Pemmaraju~~Form ~~and~~8-K ~~Waller~~filed ~~are~~on ~~referred~~July to26, as2024 (the “~~Defendants~~Original Report”).

~~The~~Also ~~terms~~as reported in the Prior Report, in conjunction with the appointment of the ~~Settlement~~Poznanski ~~Agreement~~Group ~~include:~~as directors, each member of the Poznanski Group was issued one (1) share of the Company’s Series A Preferred Stock, a total of four (4) shares of Series A Preferred Stock. Because of the superior voting rights of the Series A Preferred Stock, the issuances to the Poznanski Group resulted in a change in control of the Company. 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, Mark L. Kay, Ramarao Pemmaraju, George Waller, Abraham Poznanski, Howard Moser, Brian Szczapa and Adam Poznanski, possessed 80% voting control of the Company, as a group.

·Breach ~~The~~of ~~Company~~Contract. ~~shall,~~The ~~within~~Sovereign 75Agreement ~~days~~contains, ofamong ~~the~~other ~~Judgment Date~~provisions, ~~effectuate and adopt~~ the following ~~relief and reforms~~provision:

		·	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.

“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 [the Poznanski Group] shall, effective at the close of business on June 30, 2025, resign as Directors of the Company, (2) each of the New Directors [the Poznanski Group] shall, effective at the close of business on June 30, 2025, tender for cancellation their respective New Director Shares [the total of 4 shares of Series A Preferred Stock] and (3) Abraham Poznanski shall, effective at the close of business on June 30, 2025, resign from all positions with the Company.” [Emphasis added.]

·As ~~Due~~of to the ~~lack~~close of ~~insurance~~business ~~available~~on toJune ~~cover any claims emanating from the alleged misconduct asserted in the Derivative Action~~30, ~~Kay~~2025, ~~Pemmaraju~~Sovereign ~~and~~failed ~~Waller~~to ~~will~~deliver ~~personally~~the ~~pay~~required aminimum ~~maximum~~funding amount of $25825,000, ~~towards~~thereby ~~any~~breaching ~~fee and expense amount awarded by~~ the ~~Court~~Sovereign Agreement. ~~Any~~Due ~~fee~~to ~~and~~such ~~expense~~breach, ~~amount~~each ~~awarded~~member byof the ~~Court~~Poznanski ~~over~~Group ~~and~~was ~~above~~to ~~$25,000.00~~have ~~shall~~(1) beresigned ~~borne~~as ~~exclusively~~a byDirector of the Company and ~~not~~(2) bytendered ~~Kay,~~to ~~Pemmaraju~~the orCompany ~~Waller.~~for ·cancellation ~~The~~their ~~Company~~respective ~~shall~~shares beof ~~required~~Series toA ~~provide~~Preferred ~~notice~~Stock; ofand ~~the~~Abraham ~~Settlement~~Poznanski ~~Agreement~~was to ~~its~~have ~~shareholders,~~resigned infrom ~~accordance~~all positions with the ~~terms~~Company of (the ~~Settlement~~foregoing ~~Agreement.~~actions ·are ~~Pursuant~~referred to ~~the~~collectively ~~Settlement~~as ~~Agreement,~~the ~~Plaintiff’s~~“Poznanski ~~counsel~~Group ~~shall~~Obligations”). beAs ~~entitled~~of tothe nodate ~~more~~of ~~than~~this ~~$368~~Current Report,~~607~~ innone ~~attorneys’~~of ~~fees~~the ~~and~~Poznanski ~~$8,547~~Group ~~for~~Obligations ~~reimbursement~~has ofbeen ~~expenses~~satisfied. ~~(The~~Notwithstanding ~~Company~~such islack ~~responsible~~of ~~for~~action ~~amounts~~on inbehalf ~~excess~~ of ~~$75,000).~~the ·Poznanski ~~Kay~~Group, ~~Pemmaraju~~based ~~and~~on ~~Waller shall deliver~~ the ~~$25,000~~terms ~~required~~ of ~~them~~the toSovereign beAgreement, ~~paid~~the ~~into~~Company anconsiders ~~escrow~~Abraham ~~account~~Poznanski, ~~controlled~~Howard byMoser, ~~plaintiff’s~~Brian ~~counsel~~Szczapa ~~within~~and 30Adam ~~calendar~~Poznanski ~~days~~no oflonger ~~the~~to ~~Court’s~~be ~~final~~Directors ~~approval~~ of the ~~Settlement Agreement. · The~~ Company ~~shall~~nor ~~deliver~~holders ~~the balance~~ of ~~the~~Series ~~amount~~A ~~due~~Preferred ~~under~~Stock, ~~the~~such ~~Settlement~~that ~~Agreement,~~Mark ~~approximately~~L. ~~$351~~Kay,~~854,~~ toRamarao bePemmaraju ~~paid~~and ~~within~~George 30Waller ~~calendar~~are ~~days~~now of the ~~Court’s~~only ~~final~~Directors ~~approval~~ of the ~~Settlement~~Company ~~Agreement.~~and ~~· Upon~~ the ~~effective~~only ~~date~~owners of ~~the~~Series ~~Settlement~~A ~~Agreement,~~Preferred ~~a general release of all involved parties shall become effective~~Stock. ~~· The effective date of the Settlement Agreement as to Kay~~Thus, ~~Pemmaraju~~a ~~and~~change ~~Waller~~in ~~shall~~control beof ~~upon~~ the ~~occurrence~~Company ofhas ~~certain events, including:~~occurred.

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

2The disclosure set forth above under Item 5.01. Changes in Control of Registrant is incorporated in this Item 5.02.

· The effective date of the Settlement Agreement as to the Company shall be upon the occurrence of certain events, including:

· 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 all sums due by the Company.

The filing of this Current Report is one of the required notice requirements imposed in the Company in the Settlement Agreement.

In addition, and further to the requirements of the Settlement Agreement, a copy of a Notice of Pendency and Proposed Settlement of Shareholder Derivative Action (the “Settlement Notice”) dated December 3, 2024, is filed as an exhibit to this Current Report.

The foregoing descriptions of the 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 the Settlement Agreement and the Settlement Notice, copies of which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and incorporated by reference herein.

Item 7.01 Regulation FD Disclosure.

On December 12, 2024, the Company issued a press release announcing the Settlement Agreement. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The furnishing of the press release is not an admission as to the materiality of any information therein. The information contained in the press release is 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 report, although it may do so from time to time as its management believes is appropriate. 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*		Stipulation and Agreement of Settlement, including the Notice of Pendency and Proposed Settlement 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)

104	Cover Page Interactive Data File (embedded within the Inline XBRL Document)

~~_________~~2

* 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: December 12, 2024
DATE: July 7, 2025
By:	/s/ Mark L. Kay
	Mark L. Kay
	Chief Executive Officer

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