Zerify Inc (ZRFY)

[Cartmontster]

Agree 100%

[surfkast]

There is nothing stopping someone from giving out the code. Once inside, even if discovered it may be too late.

And as I stated, they can take a picture of something on the screen or even record the meeting.

Kay as usual is FOS!

[Cartmontster]

There is one way and one way only, to fully protect your computer 100%... and that is to NOT connect it to the Internet. Leave it in the box! :o)

You are correct, your two IT VPs are correct. Every and anything attached to the Internet can be hacked.

[Cartmontster]

Thanks for clarifying

[dukeb]

What I saw was a recording of the interview. There was no indication that others could watch/listen live and there certainly weren't any "callers" who were invited to ask questions. Do you believe otherwise?

Because if it was just a one-on-one being recorded for posting on a web site then there is no reason that Zerify Meet could not have been used for the interview.

[surfkast]

They all have Zoom or another well-known platforms.

Which is excellent. Plus my discussions with two IT VP's revealed they already have enterprise wide safety measures. Not just for video conferencing.

They both agreed that no matter how good any system is, someone can always take a picture of the screen!

ZOOM

Encryption: Protecting your event content by encrypting the session’s video, audio, and screen sharing. This content is protected during transit with 256-bit Advanced Encryption Standard (AES) using a one-time key for that specific session when all participants use a Zoom client.

End-to-end Encryption, when enabled, ensures that communication between all meeting participants in a given meeting is encrypted using cryptographic keys known only to the devices of those participants. This ensures that no third party -- including Zoom -- has access to the meeting’s private keys.

Advanced Chat Encryption, when enabled, allows for a secured communication where only the intended recipient can read the secured message. Zoom uses both asymmetric and symmetric algorithms to encrypt the chat session. Private keys are generated on the device and not shared. This ensures that the session cannot be eavesdropped on or tampered with.

Zoom Phone Voicemail recordings are processed and stored in Zoom’s cloud and can be managed through the secured Zoom client.

Recordings can be stored on the host’s local device with the local recording option or on Zoom’s cloud with the Cloud Recording option (available to paying customers).

Local Recording Storage: Recordings stored locally on the host’s device can be encrypted if desired using various free or commercially available tools.
Cloud Recording Storage: Cloud recordings are processed and stored in Zoom’s cloud after the meeting has ended; account owners control whether these recordings are passcode-protected. The recordings are stored in both video/audio format and audio only format.
If a meeting host enables cloud recording and audio transcripts, both will be stored encrypted. The account owner and people and apps they approve can access encrypted content stored in ZoomCloud (and Zoom can access stored content for troubleshooting if requested by the account owner).
If a meeting host enables file transfer through in-meeting chat, those shared files will be stored encrypted and will be deleted within 31 days of the meeting.
Audio Signature embeds a user's personal information into the audio as an inaudible watermark if they record during a meeting. If the audio file is shared without permission, Zoom can help identify which participant recorded the meeting.

Watermark Screenshot superimposes an image, consisting of a portion of a meeting participant’s own email address, onto the shared content they are viewing and the video of the person who is sharing their screen.

[Cartmontster]

Not to be defending Kay.... he can't use his own product because all the others who want to see the interview, or whatever it was, don't have it. They all have Zoom or another well-known platform.

[surfkast]

I sat in that conference room years ago when Kay said no R/S. Then after the R/S I sat there again and he said no R/S.
The fly would hear lies!

Pinocchio was in the office along with a tech in the server room which was not impressive at all.

Not using his own product is very telling.

[Huggy Bear]

YUP.

[Cartmontster]

Hey WBC, how you been?

Yup, same old same old here. And, over on the Yahoo board too.
There are a few hardcore pumpers there. One of them makes you think he's actually Kay!

[WBCTrader]

Wow, I see SFOR has tried a rebranding.....

I also see that it is still a money stealing scheme from investors, and see some of the same ole pumpers here.....


The gift that keeps on, scamming

[dukeb]

Oh, to be a fly on the wall of that conference room.

I think it's doubtful that Kay or Waller even leave their respective homes on any given work day. When they do meet the hot topic of conversation is what restaurant will provide lunch (paid by the company, of course).

I forgot to mention that the recent remote interview that Kay did was NOT done over Zerify Meet. You might that Mark would insist on using the company's own product for that interview.

[dukeb]

And that's the point. The spots have nothing to do with drumming up sales. It has to do with Kay and Waller showing potential stockholders that they are pulling out all the stops to boost revenue.

Never mind that those ads ran at 1:30am when no one will see them. The boys won't mention that part.

That's when all their "spots" run!!! No way in the world they could ever afford Prime-Time.

[surfkast]

What a joke!

Zerify's galactic headquarters in New Jersey



And a reminder:

The paid-for-TV programming platforms...

The Street's syndicated and sponsored TV networks, Newsmax TV, Fox Business Network, and Bloomberg TV

How much will this cost investors?

https://sports.yahoo.com/street-tv-signs-12-part-133000714.html

[Cartmontster]

That's when all their "spots" run!!! No way in the world they could ever afford Prime-Time.

[dukeb]

You are damn close.

From this link: https://newtothestreet.com/upcoming-airings

New to the Street appears on...

Fox Business Network Every Monday and Tuesday at 1030 PM PST | Bloomberg every other Saturday at 6 PM

Translating to Eastern Time (which sync with Zerify's galactic headquarters in New Jersey) the broadcast on FBN will be Tuesdays and Wednesday at 1:30am and on Bloomberg Saturday evening (no indication if the 6pm is also Pacific time or some other time zone.

This is Kay and Waller just trying to show that they are doing SOMETHING to justify their 6 figure salaries.

[surfkast]

NBC-ABC-CBS?????
The paid-for-TV programming platforms...

The Street's syndicated and sponsored TV networks, Newsmax TV, Fox Business Network, and Bloomberg TV

How much will this cost investors?

https://sports.yahoo.com/street-tv-signs-12-part-133000714.html

[Cartmontster]

Probably at 1AM Eastern.

[carusso]

Would anyone here please join me in requesting iHub Admin to post ZRFY NEWS on the News tab for this board, instead of the old SFOR message board? I have asked 4 times, and they say “all set”, but it isn’t.

[dounome]

Time on NBC-ABC-CBS-FOX-BLOOM B- AND OTHERS.

[surfkast]

Three to one sells to buys! Kay and krew must have a big party planned for the three day weekend.

[dounome]

Here it comes, Surfkast.

[surfkast]

Not happening with this dilution machine.

[jimmirehman]

There is no reason to buy any stock. In the end you are in it to just make a profit and sell it.

[surfkast]

Because there is no reason to buy this failure of a company!

[jimmirehman]

Why don’t we just run this to $1?

[carusso]

Like to see this back at .08-.10.

The Good Ole Days...

[brooklyn13]

Indeed, it was more of a rhetorical question. These guys are shameless thieves of shareholder value. They borrow the money, pay themselves, and we pay off the debt.

[maronti1]

Do not listen this bozo

[maronti1]

Funny

[dukeb]

Where did the money actually go? Again.

Easy one to answer: paychecks and benefits for Kay and his band of thieves.

[brooklyn13]

Wow, they signed on to repaying $7.5M, plus future royalties, as repayment for a $1.5M loan?

ZRFY has no incentive to actually litigate this, other than giving it lip service, since the money is repaid "only in the event that the company achieves recoveries.....". I seem to remember another $1M loan to pursue patent litigation a few years ago, but maybe it was this one and I misremember the amount.

Regardless, having to repay 5X + on a loan is sheer desperation and the terms indicate an implicit unwillingness to act in good faith by the company. Which should surprise no one who follows this company and makes one wonder how the lenders could possibly have made the loan.

Back then, in 2017, BlankRome was representing SFOR on contingency. Ropes & Gray did charge for the miserable job they did at Appeals Court, but there's no way it came to $1.5M. Where did the money actually go? Again.

[Canna-Biz-Invest]

Hard to watch this stock at these prices.

[carusso]

Cannot disagree with you...

[dukeb]

Your opinion is based on the assumption that Zerify exists to (eventually) reward shareholders. Quite simply, Zerify exists to provide Mark Kay and his band of cronies with paychecks and benefits. Period.

Mark is fine modifying the terms of warrants because that means the exercise cash will be used to back up the paychecks for just a little longer.

Reframe your perspective and you will see that what is happening makes perfect sense.

IMO, this was inadvisable and reflects deteriorating conditions, not confidence in near or intermediate prospects for deals or substantial revenue.

[carusso]

Just saw that they changed the terms of the prospectus of August 15, 2022, to reduced the price from .02 to .01. If the warrants are exercised, it appears it would dilute common shares about 10%. However, the buyers have 5 years from the initial exercise date to convert their warrants to common shares, at .01. Previously, I recall, a similar prospectus indicated the price would be .05. Then that price was changed to .02. Each time, these prospectuses would appear to act as a fraud upon individual investors in the open market, by purporting to represent a current fair price of the stock, then changing it in a subsequent publication. Now the company will only get $500,000 from the sale of the shares in the recent prospectus, it states. This is only 20% of what was represented in a prior prospectus. IMO, this was inadvisable and reflects deteriorating conditions, not confidence in near or intermediate prospects for deals or substantial revenue.

[surfkast]

More worthles fluff. Do some real DD and see what Kay and his company is about.
Read the financials for the past 20 years.

As far as their new product, it is only for video conferencing., Major companies already have enterprise programs to cover their entire corporation.

[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.