UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
As used in this report, the terms “Company,” “our company,” “us,” “Zerify” “we” and “our” refer to Zerify , Inc. unless the context requires otherwise.
Section 1 - Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On July 18, 2023, we completed an agreement with a Master Distributor Company (the “Distributor”) granting a non-exclusive license to our products for the sale, resale licensing, and sublicensing of our products. The Distributor will market, sell and resell our licenses through a sales channel partner program that is owned, operated and controlled by the Distributor. The term of the agreement is for 5 years. The agreement is for a minimum of $600,00-$900,000 a year for the next 5 years, for a total amount of $3,000,000-$4,500,000.
Item 8.01 Other Events
On July 20, 2023, we will be publicly distributing a Press Release regarding our agreement with the Distributor, which Press Release is attached hereto as Exhibit 99.1. The information in this Current Report on Form 8-K with respect to Item 8.01 (including the press release attached hereto as Exhibit 99.1) is being furnished pursuant to Item 8.01 of Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act. This current report on Form 8-K (including Exhibit 99.1) will not be deemed an admission as to the materiality of any information contained herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ZERIFY, INC. (Registrant) | ||
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Dated: July 20, 2023 | By: | /s/ Mark L. Kay | |
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| Mark L. Kay |
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| Chief Executive Officer |
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