SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): August 23, 2022

 

Zerify, INC.

 

Wyoming

 

000-55012

 

22-3827597

(State or other jurisdiction

 of incorporation)

 

(Commission

File Number)

 

(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: (732) 661 9641

 

N/A

(Former name or former address, if changed since last report)

 

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(b) under the Exchange Act (17 CFR 240.14a-12(b))

 

☐   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 Exchange Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value

ZRFYQB

OTC

 

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. ☐

 

As used in this report, the terms “Company,” “our company,” “us,” “Zerify,” “we” and “our” refer to Zerify, Inc. unless the context requires otherwise.

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On May 6, 2022, we issued warrants to purchase up to an aggregate of 50,000,000 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), which have an exercise price per share of $0.02 (the “Existing Warrants”). The Existing Warrants were immediately exercisable and are set to expire on May 6, 2027.

 

On August 23, 2022, the Company entered into Inducement Offer to Exercise Common Stock Purchase Warrants letter Agreements (the “Exercise Agreements”) with certain of the holders of the Existing Warrants to purchase an aggregate of 50,000,000 shares of Common Stock (the “Exercising Holders”). Pursuant to the Exercise Agreements, the Exercising Holders and the Company agreed that, subject to any applicable beneficial ownership limitations, the Exercising Holders would exercise their Existing Warrants (the “Investor Warrants”) for shares of Common Stock underlying such Existing Warrants (the “Exercised Shares”) at a reduced exercise price of $0.01 per share of Common Stock. In order to induce the Exercising Holders to cash exercise the Investor Warrants, the Exercise Agreements provide for the issuance of new warrants to purchase up to an aggregate of 50,000,000 shares of Common Stock (the “New Warrants”), with such New Warrants to be issued in an amount equal to the number of the Exercised Shares underlying any Investor Warrants. The New Warrants are exercisable after issuance, provide for a cashless exercise provision if the shares of Common Stock underlying the New Warrants are not registered and terminate on the date that is five years following the issuance of the New Warrants. The New Warrants have an exercise price per share of $0.01.

 

The New Warrants and the shares of Common Stock issuable upon the exercise of the New Warrants are not being registered under the Securities Act, and are being offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act. The Exercised Shares are registered for resale on effective registration statements previously filed with the Securities and Exchange Commission.

 

The Investor Warrants were exercised contemporaneously with the execution of the Exercise Agreements. Assuming full exercise of the Investor Warrants and subject to the Exercise Agreements, the Company expects to receive aggregate gross proceeds of $500,000 from the cash exercise of the Investor Warrants by the Exercising Holders and issue an aggregate of 50,000,000 shares of Common Stock and New Warrants to purchase an aggregate of 50,000,000 shares of Common Stock to the Exercising Holders.

 

The description of terms and conditions of the New Warrants and the Exercise Agreements set forth herein do not purport to be complete and are qualified in their entirety by reference to the full text of the forms of New Warrant and Exercise Agreements, copies of which are attached as Exhibits 4.1 and 10.1 respectively, to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 3.02 Unregistered Sale of Equity Securities.

 

The information contained in Item 1.01 of this Current Report on Form 8-K in relation to the New Warrants and the shares of Common Stock issuable upon the exercise thereof is hereby incorporated by reference into this Item 3.02.

 

Item 3.03 Material Modifications to Rights of Security Holders.

 

The information contained above in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.03. 

 

 

2

 

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit Number

 

Description

4.1

 

Form of Warrant(1)

10.1

 

Inducement Offer to Exercise Common Stock Purchase Warrants, dated August 23, 2022(1)

104

 

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

 

(1) Filed herein.

 

 

3

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  ZERIFY, INC.

 

(Registrant)

 

 

 

 

 

Dated: August 26, 2022 By: /s/ Mark L. Kay

 

 

Mark L. Kay  
    Chief Executive Officer  

 

 

4

  

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