Zerify Inc (ZRFY)

[mrdrifter]

Effective on February 14, 2019, the Board of Directors of Document Security Systems, Inc. (the “Company”) elected Daniel Del Giorno as a non-executive member of the Company’s Board of Directors (the “Board”) to fill a vacancy on the Board. Mr. Del Giorno has served as the Chief Executive Officer of Advanced Cyber Security Corp. since 2012. Mr. Del Giorno has over 30 years of experience in the areas of technology development and marketing, both as an executive and a consultant, which experience the Company believes will bolster the Company’s ability to continue to develop and grow its technology licensing business. The Company, through one of its subsidiaries, intends to enter in to a technology licensing transaction with Advanced Cyber Security Corp. The licensing fee for such transaction will be a one-time $500,000 sum, payable partially in cash, and partially in the Company’s common stock. As such, Mr. Del Giorno, as Chief Executive Officer of Advanced Cyber Security Corp., will be considered by the Company to be a non-independent, non-executive Board member, and as such will not serve on any of the Board’s subcommittees.

https://www.sec.gov/Archives/edgar/data/771999/000149315219002187/form8-k.htm

How does this effect SFOR?

Based on my research

CSI created one week before acquiring our patents
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=125498939


https://www.sec.gov/Archives/edgar/data/1285543/000147793215005633/sfor_ex21.htm
1.1.5.1.) Until September 30, 2020, even if the Asset Purchase Promissory Note (see paragraph 3.1.3, below) is executed and paid in full prior to that time, CSI shall be obligated to pay to STI the Percentage Payment (as defined in paragraph 3.1.3.4, below); however, if the Malware Suite includes ProtectID, then the 15% amount referenced in paragraph 3.1.3.4, below, shall be modified to be 20%.

This is the reason why we don’t have revs yet because even if they paid us the 9M, they would still owe us a %.



1.1.5.3.) Following payment in full of the Promissory Note, as CSI will own the “GuardedID” and “MobileTrust” software and the underlying patents, subject to 1.1.5.4, below, the Percentage Payment obligation will continue until September 30, 2020, and then be terminated.

CSI shall be obligated to pay to STI the Percentage Payment (as defined in paragraph 3.1.3.4, below); however, if the Malware Suite includes ProtectID, then the 15% amount referenced in paragraph 3.1.3.4, below, shall be modified to be 20%.

We still receive licensing fees going forward for protect ID.

1.1.11.3.) Following payment in full of the Asset Purchase Promissory Note, as CSI will own the “GuardedID” and “MobileTrust” software and the underlying patents, subject to 1.1.11.4 below, the Percentage Payment obligation will continue until September 30, 2020, and then be terminated.

After September 30, 2020 we don’t receive ANYTHING “GuardedID” and “MobileTrust” software
After Sept 2020 we pay CSI

1.2.3.) STI shall retain all sub-license fees received. STI’s right to retain all sub-license fees shall terminate upon final payment of the Asset Purchase Promissory Note (see paragraph 3.1.3, below) by CSI; thereafter, STI shall be obligated to pay CSI a license fee equal to fifteen percent (15%) for each GuardID or MobileTrust component sold or sub-licensed.

1.3.1.) Until such time as the Asset Purchase Promissory Note (see paragraph 3.1.3, below) is paid in full, STI shall retain 100% of its licensing and/or sub-licensing receipts, however, upon payment in full of the Asset Purchase Promissory Note (see paragraph 3.1.3, below), StrikeForce shall thereafter be obligated to pay CSI fifteen percent (15%) of the gross license or sub-license amount received by StrikeForce for each license or sub-license issued.

We get the receipts until 2020….

5.5.1. Execution and Validity. STI has the full power and authority to enter into this Agreement and the agreements contemplated hereunder and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement by STI and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all required corporate or other action on behalf of STI. Each of this Agreement and the agreements contemplated hereunder has been or will be duly and validly executed and delivered by STI and, assuming due authorization, execution and delivery by CSI and any other parties hereto, constitutes a legal, valid and binding obligation of STI, enforceable against it accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (b) general principles of equity that restrict the availability of equitable remedies.


I’m all for termination LOL
14.1.2.1. If any of the conditions to the obligations of CSI or of STI have not been satisfied on or prior to the Closing Date, CSI or STI, as the case may be, shall have the right either (i) to terminate this Agreement pursuant to, and with liability allocated as set forth in this ARTICLE, or (ii) to waive and release their respective conditions and to proceed with the Closing and the consummation of the transactions contemplated by this Agreement without liability or further obligation with respect to the nonfulfillment of such condition.

let's discuss