Zerify Inc (ZRFY)

[dukeb]

Interestingly, in the latest 10-Q:

PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.

And yet the notes to the financial statements include:

Note 7 - Contingent Payment Obligation
On September 6, 2017, the Company entered into a litigation funding agreement with Therium Inc. (subsequently Therium Luxembourg) and VGL Capital, LLC (collectively the “Funders”). Under the agreement, the Company received $1,500,000 from the Funders to allow the Company to pursue patent enforcement actions against infringements of its patents. In exchange, the Funders are entitled to receive, after the payment of legal fees, the first $1,500,000 from the gross proceeds of any claims awarded, 10% of any additional claim proceeds until the Funders have received an additional $7,500,000, and 2.5% of any claim proceeds thereafter. The Funders shall be paid only in the event that the Company achieves recoveries of claim proceeds.

At June 30, 2022 and December 31, 2021, the Company has reflected the $1,500,000 received from the Funders as a contingent payment obligation to be paid only if claim proceeds are recovered.

There is no patent litigation going on now but since the Therium contingent payment is still on the balance sheet maybe that deal stays alive in the event there is future litigation. Generally, courts don't look kindly on contracts that don't have end dates: even if the deal with Therium says "we get a piece of any litigation proceeds for the next 20 years" that would make sense. Maybe there is a deadline in the actual Therium contract but the 10-Q doesn't mention it.

[Optimistic Trader]

WOW...a 101 Alice mention...haven't heard that one for a loooooong time! Some of us long-timers here would have been very rich had that gone our way (leaving out frustrating comments). Some people who are long gone or changed their alias' have said for years that SFOR is nothing but a patent play and has nothing much to do with selling product. Question is, have you heard anything about SFOR/ZRFY having any new dealings regarding 101 Alice again? Thanks in advance!

[carusso]

Can you provide any factual update on that?

[dounome]

Will Zerify make a come back on the 101 Alice case. Here's to OBB.

[Cartmontster]

He's been doing that for 21 years, yet people... "Investors" are still dumb enough to buy in... and drink the kool-aid.

[dukeb]

Kay has created one of those spinning plates routines.

Just to keep his paychecks flowing, of course.

[surfkast]

Yes, but look at the dates and prices in the S - 1 and the Q.
Knowing what Kay has done in the past,the moriginal warrants were cashed and now they have warrants for 50 million @.05.
But one must remember Kay reduced the original warrants to .02.

S - 1
On September 21, 2021, in conjunction with the Warrant Purchase Agreements, in return for total consideration of $50,000, we issued five-year common stock purchase warrants to purchase up to 50,000,000 shares of restricted common stock to The Special Equities Opportunity Fund, LLC and Gregory Castaldo respectively. . In May 2022, the Company amended the exercise price of 50 million shares of stock warrants granted in September 2021 from $0.05 per share to $0.02 per share. As a result, these warrant holders exercised their warrants and the Company issued 50 million shares of common stock for cash proceeds of $1,000,000. As an inducement to these warrant holders to exercise their warrants, the Company granted them stock warrants to purchase 50 million shares of common stock. The warrants are exercisable at $0.02 per share and will expire in 5 years and the underlying shares have been registered herein. These common stock purchase warrants include a cashless exercise provision if the underlying shares are not timely registered The conversions by the Selling Stockholders are contractually limited such that only 4.99% of the then issued and outstanding shares of our Common Stock may be held by each Selling Stockholder. A condition to nullify the cashless exercise is for the Company to file with the U.S. Securities and Exchange Commission (the "SEC") a registration statement on Form S-1, of which this prospectus is a part.

The Q

On May 5, 2022, we entered into Inducement Offer to Exercise Common Stock Purchase Warrants Letter Agreements (the “Exercise Agreements”) with certain of the holders of the Existing Warrants, The Special Equities Opportunity Fund, LLC and Gregory Castaldo, 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 $0.02 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 $0.05. 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 of 1933 and are being offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act of 1933. The Exercised Shares are registered for resale on effective registration statements previously filed with the Securities and Exchange Commission.

[dounome]

Don't you mean challenge.

[dukeb]

But isn't the S-1 for the shares that the fund and Greg already own? And now there is a separate/new warrant issuance with the 5 cent exercise price.

[dukeb]

Don't you mean...

Z I M B E R ! ! ! ! !

[surfkast]

I try to post what I believe are facts.

Now lets look at on sentence more closely.

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

Now look at the S - 1 Kay filed.which became effective on 8/15. The shares are already be free trading.

Zerify, Inc.

50,000,000 Common Shares



This prospectus relates to the resale of up to 50,000,000 shares of our common stock, par value $0.0001 per share (the “Common Stock”), which consists of: (a) 30,000,000 shares of Common Stock, which may be offered by Selling the Stockholder the Special Equities Opportunity Fund, LLC; and (b) 20,000,000 shares of Common Stock, which may be offered by Gregory Castaldo. The shares of Common Stock being offered by The Special Equities Opportunity Fund, LLC are issuable upon conversion of a common stock purchase warrant and are pursuant to the terms and conditions of the common stock purchase warrant with The Special Equities Opportunity Fund, LLC, dated May 6th, 2022. The shares of Common Stock being offered by Gregory Castaldo are issuable upon conversion of a common stock purchase warrant and are pursuant to the terms and conditions of the common stock purchase warrant with Gregory Castaldo, dated May 6th, 2022.



The shares of common stock being offered by the Selling Stockholders are issuable upon each Selling Stockholder’s notices of conversion to us pursuant to the common stock purchase warrants that each of the Selling Stockholders have with us.



The aggregate of 50,000,000 Common Stock Shares being registered herein, which may be sold pursuant to this Prospectus, would constitute an aggregate of 4.94% of the Company’s issued and outstanding shares as of June 30th, 2022, assuming that the Selling Stockholders convert all 50,000,000 shares of common stock. Each of the Selling Stockholders are deemed to be an “underwriter” within the meaning of Section 2(a) (11) of the Securities Act of 1933, as amended (the “Act”) and any broker-dealers or agents that are involved in selling the shares of Common Stock may be deemed to be “underwriters” within the meaning of the Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents, if any, and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or equivalent expenses and expenses of legal counsel applicable to the sale of the shares.



We are not selling any securities under this prospectus and will not receive any of the proceeds from the resale of shares of our common stock by the Selling Stockholders under this Prospectus, however, in conjunction with the common stock purchase warrants we have issued to each of the Selling Stockholders, we would receive an aggregate of $2,500,000 from The Special Equities Opportunity Fund, LLC and Gregory Castaldo, respectively of all common stock purchase warrants held by these Selling Stockholders were converted. As of August 1, 2022, our Common Stock is quoted on the OTCQB Market under the symbol “ZRFY” (formerly “SFOR”). On June 30, 2022, the last reported sales price for our Common Stock was $0.0218 per share. We urge prospective purchasers of our Common Stock to obtain current information about the market prices of our Common Stock. The Selling Stockholders may offer all or part of the shares of common stock for resale from time to time through public or private transactions, at either prevailing market prices or at privately negotiated prices. We provide more information about how the Selling Stockholders may sell their Common Stock Shares in the section titled “Plan of Distribution”. We will pay for all expenses of this Offering, except for brokerage expenses, fees, discounts and commissions, which will be paid by the Selling Stockholders.

https://www.otcmarkets.com/filing/html?id=15996354&guid=Ik9-kW1ZyVqkdth

[Cartmontster]

T I M B E R!!!!!!!!!!!!!

[dukeb]

Looks like you are correct. The exercise price is 5 cents so at the current stock price those warrants are not going to be converted. And the likelihood that the warrant holders will fork over any cash (let along $2.5 million) is remote.

So no cash to ZRFY from the transaction. No way they have enough cash to survive for 6 months without a convertible debt offering.

- - - -
On May 5, 2022, we entered into Inducement Offer to Exercise Common Stock Purchase Warrants Letter Agreements (the “Exercise Agreements”) with certain of the holders of the Existing Warrants, The Special Equities Opportunity Fund, LLC and Gregory Castaldo, 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 $0.02 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 $0.05. 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 of 1933 and are being offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act of 1933. The Exercised Shares are registered for resale on effective registration statements previously filed with the Securities and Exchange Commission.

[surfkast]

I believe they are cashless warrants that were given for old warrants.

[carusso]

Well spotted.

[dukeb]

I re-read that filing and that's not really what it says.

We are not selling any securities under this prospectus and will not receive any of the proceeds from the resale of shares of our common stock by the Selling Stockholders under this Prospectus, however, in conjunction with the common stock purchase warrants we have issued to each of the Selling Stockholders, we would receive an aggregate of $2,500,000 from The Special Equities Opportunity Fund, LLC and Gregory Castaldo, respectively of all common stock purchase warrants held by these Selling Stockholders were converted.

Looks like another typo in a ZRFY filing (they really don't do these things very well) because it says they will receive $2.5 million IF (vs. the filing that says OF) the warrants are converted. It's too late in the day for me to look at the terms of the warrants. With the stock sitting at just over a penny, whether the warrants get converted depends on those terms.

[carusso]

Recently I learned that, in screenwriting, the “All
Is Lost” moment is often the pivot point for the Story, after which, Protagonists find inner resources on the way to achieving their goals.

Mark, Find your Superpower!

[Anvil]

They filed an S-1 on the same day they filed a 10Q NT. A little confusing but it looks they $2.5 mm of funding arranged.

[maronti1]

No millions revenues
Like Pinocchio stated again last year
Wow
Pathetic

But yet no class action ,like someone here stated would come

And so the management ,still getting away with murder

[dukeb]

As of June 30 they had $579k in cash and $13k in receivables. They also had over $1 MILLION in accounts payable (plus lots of other liabilities)

From the 10-Q
Management estimates that the current funds on hand will be sufficient to continue operations through the next six months.

And in the subsequent events section
Subsequent to June 30, 2022, the Company issued notes payable aggregating $275,000. The notes bear interest at a rate starting from 4% to 57% per annum, each agreement secured by substantially all of the tangible and intangible assets of the Company, and maturing starting January 2024 through July 2024.

For god's sake I hope that interest rate is a typo...4% to 5.7% maybe? Because 57% is a Tony Soprano kind of rate.

So adding $275k to their cash position (they likely got less because that's the way these financing work) they now have less than $1 million in cash and A/R. Given that they are spending $5 million every 6 months on SG&A alone, how the f*ck are they going to make $1 million last 6 months. By issuing IOUs with Mark's face on them?

[dukeb]

Hey, if Mark says that Zerify is a one syllable word then he can also say that August is in Q2. FWIW, the 10-Q says that the name change was approved on June 14.

That aside, the company has an annual revenue run-rate of $100K and an annual SG&A expense rate of $10 MILLION.

They would have to increase sales by a factor of 100 just to cover their SG&A.

Mark and his band of cronies need to be fired.

[Cartmontster]

Very true... They are late with everything they do.

[Huggy Bear]

It's quite amazing. Never underestimate the depths of human depravity.

[surfkast]

And as usual late to the party.

[HyphenDubenator]

$24,000 from the last Quarter After 21 years? Jeepers!

[Cartmontster]

They rebranded in August... which is NOT in Q2.
What a crock!!!

How do the pumpers keep believing this criminal?
21 years of NOTHING!

[AveragePenny]

$ZRFY Zerify Provides Corporate Update

https://www.globenewswire.com/news-release/2022/08/23/2502913/0/en/Zerify-Provides-Corporate-Update.html

EDISON, N.J., Aug. 23, 2022 (GLOBE NEWSWIRE) -- Zerify, Inc. (OCTQB: ZRFY) (“Zerify” or the “Company”), the 21-year-old cyber security company focused on secure video conferencing solutions, today provides a corporate update on the Company’s activities, which corresponds to the Company’s filing of its second fiscal quarter financial results for the quarter ending June 30, 2022. The Company’s Form 10-Q can be found via the U.S. Securities and Exchange Commission’s (SEC) website, www.sec.gov.

Mark Kay, Zerify’s Chairman and CEO, comments:

“While revenue declined sequentially from the first quarter of 2022, we also recognize that the process of rebranding ourselves as Zerify from StrikeForce Technologies extended far beyond the mere name and symbol change. Our conversion into the secure conferencing business and the refitting of our existing product lines required considerable attention and resources that may have otherwise been focused on our driving sales.

“However, we continue to develop new capabilities and create key partnerships that will help drive our business forward. Among them is a recent letter of intent to create the industry’s first artificial intelligence chatbot with built-in secure video conferencing capabilities. Zerify and PureTalk.AI are partnering on a joint bid for a U.S. government grant to enhance opportunities for individuals with disabilities of all types. This grant would go towards increasing workforce participation through cyber solutions that would allow a person to securely engage with chatbots in their effort to apply for and secure employment. Actions such as filling out applications, secure video conferencing with potential employers, and working remotely would be possible via this partnership. This technology has significant applications beyond the grant, including customer service in the retail industry and, importantly, in healthcare.

“Despite the quarterly sales numbers declining sequentially from $32k to $24k, we are actively working to complete sales with a number of clients, many of whom are in the final contract phase to become resellers of our Zerify solutions. Meanwhile, we anticipate PushForce, which has already integrated our Zerify Meet API into their custom CRM, to launch shortly. We are also working closely with Zentech, our Brazilian reseller, which provides an IT marketplace for banks, insurance carriers, financial service companies, and Internet service providers, to integrate our GuardedID product into a bundle of services to be offered to the insurance industry. They have already identified a first customer for this bundled product.

“In terms of our current Zerify Meet product, we are expanding the technology to include breakout rooms, an Outlook email plugin, network recording, and an active directory sync. We will also be adding Mac audio and video alerts to our Zerify Defender product.

“We believe that a dramatic transformation is underway for Zerify, and our progress across a number of initiatives, particularly with regard to partnerships, will provide multiple inflection points toward the Company’s future growth and position us as the leader in secure conferencing, with both wide and deep penetration into the market. We acknowledge that there will be bumps along the way, including variation in sales from quarter-to-quarter, but believe we are well positioned for the future of this Company and to provide optimum shareholder value,” concludes Mr. Kay.

[carusso]

If the top 3 would simply announce they were suspending their salaries for a single quarter, in solidarity with long-term investors, I believe this would help the company.

[dukeb]

Mark. Doesn't. Care.

I watched the promotional video that was released last week. Someone who wasn't familiar with Mark's prior suggestions of impending deals and huge revenues might have been fooled. But it's the same nonsense that he's been spewing for 20 years and it hasn't ever come to pass.

He's the consummate bullshit artist. And a well paid one at that.

Being in default on loans, while diluting shareholders down to almost nothing, without the top three executives significantly reducing their salaries is ill advised, IMHO

[Anvil]

O/S over a billion!

[carusso]

It is obviously disappointing, but at least they lost much less that the year before, and if the Pushforce adoption of the API gets back on track, hopefully things could improve into the second half.

The salaries vs. revenues issue continues to chafe. Being in default on loans, while diluting shareholders down to almost nothing, without the top three executives significantly reducing their salaries is ill advised, IMHO.

[Cartmontster]

Quarter revenue is a whopping $24,000 while YTD is $56,000!!!!
I can't even imagine what the pumpers will say now!!!

[carusso]

10-Q out for “Zerify”

Excerpt:
“We have yet to establish any history of profitable operations. During the six months ended June 30, 2022, the Company incurred a net loss of $5,730,000 and used cash in operating activities of $2,321,000, and at June 30, 2022, the Company had a stockholders’ deficit of $13,252,000. In addition, we are in default on notes payable and convertible notes payable in the aggregate amount of $2,829,000.”

However, note they lost $7.2 million less than for the same 6 months period the year before.

[carusso]

Wow, that is Profound, Man!

[FlipFlopopotamus]

If

[surfkast]

Kay is perpetual bridesmaid .
And still FOS!

[surfkast]

Kay is perpetual bridesmaid .
And still FOS!

[dukeb]

If you believe Mark's story then he did just that

NEED guy supposedly said he loves Zerify
AUTHORITY guy and MONEY guy (both the same dude) said NAY!

Person with the MONEY
Person with the AUTHORITY
Person with the NEED

[Cartmontster]

Mark should know you have to be speaking to the MAN

That is the
Person with the MONEY
Person with the AUTHORITY
Person with the NEED

[surfkast]

Like I have previously stated, companies want an Enterprise-wide solution. Which most large corporations have in place.

Here is an interesting tidbit, a secure screen that does not allow save or cut and paste can still be photographed with a phone!

[dukeb]

a) Emerging Growth Conference is a paid promotional vehicle. Zerify paid EGC in the form of cash or shares in order to do a presentation. It's extra funny because when the hostess of the event welcomes Mark he says "Thank you for inviting me." Shareholders paid for that invitation you muppet and you know it.

b) I'm about halfway through the video and Mark conveys an anecdote that describes the very reason why Zerify is a flop and will continue to be a flop. Zerify did a presentation of their secure video conferencing solution to a New York City based hospital. As Mark tells the story, the CISO (Chief Information Security Officer) just loved the Zerify video solution, but the actual decision maker saw no reason to spend extra money or training time on the Zerify solution. So...NO SALE.

[dounome]

zrfy on emerging

[carusso]

Right On....

[carusso]

Well said.

[FlipFlopopotamus]

I’ve watched today’s teleconference 3 times. All I can say is that I can’t stop crying. Tears of joy. Tears of euphoric erotic bliss.

Years of hard work all coming to fruition. This is the catalyst that will propel this company to the moon.

Mark, you did it. From the bottom of my heart, congrats. I love you. Your shareholders love you. My great great great grand children will celebrate your legacy as you have brought us generational wealth.

Prediction: our first contact with alien life will be through zerify. Ram Pamamajajamajaru, you are a hero. A talented inventor. With your brilliance, we will be able to successfully communicate with aliens one day without getting zoom bombed.

1 Quadrillion by end of year $$$

[surfkast]

So propose to him.

He is a proven liar.

[Cartmontster]

Wow, another new pumper has joined the board.
How much is Mark paying you?

One word describes your posts... delusional

[FlipFlopopotamus]

Beginning of a new paradigm. This web conference that Mark just delivered will serve as the benchmark that which all future entrepreneurs and investors are compared against.

Communication as we have known it will never be the same. This company will likely be the first to hit one quadrillion in market cap. Truly blessed by Marks leadership and the inventiveness of ram pajamamaramajm.

What a day, time to shop for yachts. Or perhaps a jet that I’ll name Zerifly

[FlipFlopopotamus]

Zerify is the future of all communications. Wouldn’t be surprised if Ram has a patent in the works for neural link teleconferencing.

Also, Mark Kay is very handsom and looks great on camera. Smooth voice, charming demeanor, this guy is one hell of a CEO. George is hot too but he doesn’t move me the way mark does. And ram, oh the things I’d do to that sweet booty. Ohh la la.

[carusso]

SOS... SOS... SOS...