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): ~~July~~August 128, 2024 (August 25, 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.

On ~~July~~August 125, 2024, Zerify, Inc., a Wyoming corporation (the “Company”), entered into aletter ~~Binding~~agreement ~~Memorandum of Understanding~~ (the “~~Sovereign~~SIM Tech Agreement”), with ~~Sovereign~~SIM ~~Assets~~Tech Licensing, LLC (“~~Sovereign~~SIM Tech”), the wholly-owned subsidiary of Sauvegarder Investment Management, Inc. focused on the monetization and enforcement of intellectual property, pursuant to which ~~contains~~SIM Tech is to act as the ~~following~~Company’s ~~provisions:~~worldwide intellectual property licensing agent for the Company’s intellectual property and is to provide the services relating to the acquisition, sale, licensing, commercialization, monetization, enforcement, prosecution and settlement with respect to the Company’s intellectual property. In general terms, after being reimbursed for costs advanced (plus a fifteen percent (15%) interest factor) and for any amounts due under any future litigation and funding agreement, SIM Tech is entitled to be paid forty percent (40%) of gross consideration received by the Company from the efforts of SIM Tech. The SIM Tech Agreement terminates one year after the last-to-expire of the Company’s patents included in the Company’s intellectual property or earlier by mutual consent, upon a breach by either the Company or SIM Tech or by the Company if it fails to receive bona fide proposals that have or would have resulted, or may result, in at least $5 million in gross consideration being received by the Company.

~~(a)~~As ~~Sovereign~~further ~~will~~consideration ~~make~~for its ~~manager,~~entering ~~Abraham~~into ~~Poznanski, available for 20 hours per week to serve as~~ the ~~Company’s~~SIM ~~fractional~~Tech ~~President and Chief Strategic Officer; (b) On or before July 2~~Agreement, ~~2024, Sovereign shall purchase $75,000 of units of~~ the Company’s ~~securities~~agreed ~~in the Company’s current Regulation A offering, with the intention~~ to ~~purchase~~issue an ~~additional $100,000 of such units; (c) Sovereign shall have the~~ option ~~of providing the Company a Senior secured convertible loan~~ (the “~~Senior Secured Loan~~Option”), ~~which~~to ~~shall~~SIM beTech inprior ~~the~~to ~~minimum~~December ~~amount~~15, ~~of $825~~2024,~~000~~ ~~and~~which ~~maximum~~would ~~amount~~allow ofSIM ~~$10~~Tech ~~million,~~to ~~with~~purchase ~~monthly~~up ~~interest~~to ~~payable~~five atpercent ~~the rate of~~ (5%) ~~plus~~of the ~~prime~~then-outstanding ~~rate per annum, and shall be convertible into~~ shares of Company common stock. ~~immediately~~The ~~after~~exercise ~~the~~price ~~effective date~~ of the ~~Company’s~~Option ~~previously~~is ~~announced~~to ~~reverse~~be ~~stock split at a price based on~~ the ~~average~~same ~~opening~~as ~~and~~issued ~~closing~~to ~~price of~~ the Company’s ~~comon~~key ~~stock~~officers ~~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~~connection ~~Company’s~~with ~~Regulation~~an Aamended ~~offering,~~employee ~~Sovereign~~incentive ~~shall~~plan ~~have~~and ~~the~~is ~~right~~ to ~~appoint~~vest ~~four~~ (4i) ~~new~~fifty ~~directors~~percent (~~the “New Directors”~~50%) toupon the ~~Board of Directors of the~~ Company; ~~(e)~~realizing ~~Upon~~Three ~~their~~Million ~~appointment,~~Dollars ~~the New Directors shall be issued one~~ (~~1) share each of the Company’s Series A Preferred Stock (collectively, the “New Director Shares”); (f) Until such time as Sovereign shall have purchased~~ $~~175~~3,000,000) ~~of units~~ in ~~the~~Gross ~~Company’s~~Consideration ~~Regulation~~from AMonetization ~~offering,~~Events ~~the~~pursuant ~~current~~to ~~Board of Directors of~~ the ~~Company~~SIM ~~shall~~Tech ~~not~~Agreement 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~~(ii) ~~consult~~fifty ~~with~~percent ~~Sovereign with respect to potential actions and transaction presented to the Board of Directors of the Company;~~ (g50%) ~~Following~~upon the ~~appointments of the New Directors, the Board of Directors of the~~ Company ~~would~~realizing ~~seek~~Ten toMillion ~~have~~Dollars 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; (~~h) Should Sovereign fail to deliver a minimum of~~ $~~825~~10,000 ~~under the Senior Secured Loan on or before June 30~~, ~~2025, then (1~~000) ~~each~~in ofGross ~~the~~Consideration ~~New~~from ~~Directors~~Monetization ~~shall,~~Events ~~effective~~pursuant atto the ~~close~~SIM ofTech 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 CompanyAgreement.

AsThe foregoing description of the ~~date~~SIM Tech Agreement is qualified in its entirety by the full text of the SIM Tech Agreement, which is filed as Exhibit 10.1 to, and incorporated by reference in, this Current Report,. ~~Sovereign~~Terms ~~has~~used, ~~purchased~~but ~~$75~~not defined,~~000~~ ofherein ~~units~~shall inhave the ~~Company’s~~meaning ~~Regulation~~ascribed Ato ~~offering~~such term in the SIM Tech Agreement.

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~~August 2024, ~~Sovereign~~the ~~purchased~~Company 60agreed to issue the Option,~~000,000~~ ~~units~~pursuant to the SIM Tech Agreement. The issuance of ~~securities~~the Option to SIM Tech will be made without registration under the Securities Act of 1933, as amended (the “~~Units~~Act”), ofor the ~~Company~~securities inlaws of the ~~Company’s~~applicable ~~Regulation~~state, Ain ~~offering~~reliance ~~(File~~on ~~No.~~the ~~024-12026),~~exemptions ~~with~~provided ~~each~~by ~~Unit~~Section ~~consisting~~4(a)(2) of 5the ~~shares~~Act ofand ~~common~~Regulation ~~stock~~D ~~and~~promulgated ~~one~~thereunder, ~~(1)~~and ~~warrant~~in toreliance ~~purchase~~on ~~one~~similar ~~(1)~~exemptions ~~share~~under ofapplicable ~~common~~state ~~stock~~law, atbased anon ~~exercise~~the ~~price~~offering of ~~$0.02,~~such atsecurities ato ~~per~~only ~~Unit~~one ~~price~~person, the lack of ~~$0.00125,~~any general solicitation or ~~$75,000,~~advertising in ~~the~~connection ~~aggregate.~~with ~~The~~such ~~sale~~issuance, ofthat the ~~Units~~issuee tois ~~Sovereign~~an ~~was~~accredited ~~made~~investor in(as ~~reliance~~that onterm anis ~~exemption~~defined ~~from~~in ~~registration~~Rule ~~pursuant~~501(a) toof Regulation AD), ~~under~~and that the ~~Securities~~issuee ~~Act~~acquired ofthe ~~1933,~~Option asfor ~~amended~~its own account and without a view to distribute such security.

Item 57.01. ~~Changes~~Regulation inFD ~~Control of Registrant~~Disclosure.

~~The~~On ~~description~~August ~~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~~28,~~000~~ ~~of the Units~~2024, ~~there would occur a change in control of~~ the Company, atintends ~~which~~to ~~time~~post ~~the~~an ~~Company~~announcement ~~would~~regarding ~~file~~the aSIM ~~Current~~Tech ~~Report~~Agreement on ~~Form~~X(Twitter), ~~8-K~~LinkedIn toand ~~report such event~~Facebook. ~~There is no assurance that Sovereign will ever purchase such additional amount of Units.~~

2The foregoing description of the Company’s intended social media posts is qualified in its entirety by the full texts thereof, which is filed as Exhibit 99.1 to, and incorporated by reference in, this Current Report.

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.

10.1*		~~Binding~~Letter ~~Memorandum~~Agreement ~~of Understanding~~ between the Company and ~~Sovereign~~SIM ~~Assets~~Tech Licensing, LLC
99.1*		Social Media Postings of the Company
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: July 26, 2024
DATE: August 28, 2024
By:	/s/ Mark L. Kay
	Mark L. Kay
	Chief Executive Officer

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