Zerify Inc (ZRFY)

[dukeb]

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.

a) More dilution.

b) Any cash coming to the company will quickly go out the door to pay ridiculously high salaries and other fixed expenses.

The company is a money pit.