Zerify Inc (ZRFY)

[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