UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, DCD.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF

~~Pursuant~~THE toSECURITIES ~~Section~~EXCHANGE 13ACT OROF ~~15(d) of the Securities Exchange Act of~~ 1934

Date of Report (Date of earliest event reported): December ~~July 18~~27, 2023

ZERIFY, INC. (Exact Name of Registrant as Specified in its Charter)

Wyoming	000-55012	22-3827597
(State or other jurisdictionof incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or Other Jurisdictionof Incorporation)	(CommissionFile No.)	(I.R.S. EmployerIdentification No.)

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

Registrant’s telephone number, including area code: (~~732~~561) ~~661 9641~~237-2931

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 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))

☐ 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	SFOR (Pink Sheets)	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. ☐

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

Section 1 - Registrant’s Business and Operations

Item 4.01	Change in Registrant’s Certifying Accountant	3

Item 9.01	Financial Statements and Exhibits	3

SIGNATURES		4

~~Item~~2 ~~1.01~~Table ~~Entry~~of ~~into a Material Definitive Agreement.~~Contents

OnItem July 18, 2023, we completed an agreement with a Master Distributor Company (the “Distributor”) granting a non-exclusive license to our products for the sale, resale licensing, and sublicensing of our products4. ~~The~~01 ~~Distributor~~Change ~~will~~in ~~market,~~Registrant’s ~~sell~~Certifying and resell our licenses through a sales channel partner program that is owned, operated and controlled by the Distributor. The term of the agreement is for 5 years. The agreement is for a minimum of $600,00-$900,000 a year for the next 5 years, for a total amount of $3,000,000-$4,500,000.Accountant

~~Item~~a. 8On December 26, 2023, Weinberg & Company, P.01A. ~~Other~~(“Weinberg”) ~~Events~~notified Zerify, Inc. (the “Company”) of its resignation as the Company’s independent registered public accounting firm as of that date. Weinberg’s reports on the Company’s consolidated financial statements as of and for the years ended December 31, 2022, and 2021 did not contain any adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except that each report contained an explanatory paragraph regarding the existence of substantial doubt about the Company’s ability to continue as a going concern.

OnDuring ~~July~~the ~~20,~~Company’s ~~2023,~~fiscal weyears ~~will~~ended beDecember ~~publicly~~31, ~~distributing~~2022 aand ~~Press~~2021 ~~Release~~and ~~regarding~~through ~~our agreement with~~ the ~~Distributor,~~date ~~which~~of ~~Press Release is attached hereto as Exhibit 99.1. The information in~~ this Current Report on Form 8-K, ~~with~~there ~~respect~~was tono ~~Item~~disagreements ~~8.01~~ (~~including the press release attached hereto~~ as ~~Exhibit~~that ~~99.1)~~term is ~~being~~defined ~~furnished~~in ~~pursuant to~~ Item ~~8.01~~304(a)(1)(iv) of ~~Form~~Regulation 8S-K) ~~and~~between ~~shall~~the ~~not~~Company beand ~~deemed~~Weinberg toon beany ~~“filed”~~matter ~~for the purposes~~ of ~~Section~~accounting 18principles ofor ~~the~~practices, ~~Securities~~financial ~~Exchange~~statement ~~Act~~disclosure ofor ~~1934,~~auditing asscope ~~amended~~or ~~(“Exchange~~procedure ~~Act”)~~which disagreements, orif ~~otherwise~~not ~~subject~~resolved to the ~~liabilities~~satisfaction of ~~that section~~Weinberg, ~~nor~~would ~~shall~~have itcaused beWeinberg ~~deemed~~ to bemake ~~incorporated by~~ reference into ~~any filing under~~ the ~~Securities~~subject ~~Act~~matter of ~~1933,~~the asdisagreements ~~amended,~~in orits reports on the ~~Exchange~~Company’s ~~Act.~~consolidated ~~This~~financial ~~current~~statements ~~report~~for onsuch ~~Form~~fiscal ~~8-K~~years. ~~(including~~Also, ~~Exhibit~~during ~~99.1)~~this ~~will~~same ~~not~~period, bethere ~~deemed~~were anno ~~admission~~reportable events as todefined ~~the~~in ~~materiality~~Item 304(a)(1)(v) of ~~any~~Regulation ~~information contained herein~~S-K.

~~Item~~The ~~9.01~~Company ~~Financial~~provided ~~Statements~~Weinberg with a copy of this Current Report on Form 8-K prior to its filing with the Securities and ~~Exhibits~~Exchange Commission (“SEC”) and requested that Weinberg furnish the Company with a letter addressed to the SEC stating whether or not Weinberg agrees with the above statements. A copy of Weinberg’s letter, dated December 27, 2023, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

b. On December 27, 2023 the Board of Directors approved the appointment of LJ Soldinger Associates, LLC (d“Soldinger”), ~~Exhibits~~to serve as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2023. During the fiscal years ended December 31, 2022 and 2021, respectively, and the subsequent interim period through December 27, 2023, neither the Company nor anyone acting on its behalf has consulted with Soldinger on any of the matters or events set forth in Item 304(a)(2)(i) or 304(a)(2)(ii) of Regulation S-K.

Exhibit Number		Description
99.1		Press Release dated July 20, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document)

Item 9.01 Financial Statements and Exhibits

2(d) Exhibits.

SIGNATURES

Exhibit Number		Description

16.1		Letter to Securities and Exchange Commission from Weinberg & Company dated December 27^th, 2023

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

~~Pursuant~~3 toTable ~~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.~~Contents

	ZERIFY, INC. (Registrant)
Dated: July 20, 2023	By:	/s/ Mark L. Kay
		Mark L. Kay
		Chief Executive Officer

SIGNATURES

3Pursuant 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 27, 2023

By:	/s/ Mark L. Kay
	Mark L. Kay
	Chief Executive Officer

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