Zerify exchanges 13.1B warrants and $1M note for Series C/D convertible preferred stock

Zerify, Inc.

Issued 5,496 Series C shares (conversion price $0.0004) to retire 11.2B warrants and $1M note.
Issued 460 Series D shares (conversion price $0.00025) to retire 1.84B warrants.
Full conversion could add ~15.6B common shares, massively diluting existing ~4B shares outstanding.
Company agrees to pursue reverse stock split and refrain from future issuances below $0.00025.
Exchange qualifies for Section 3(a)(9), making converted shares free-trading without restriction.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Zerify, Inc. entered into Series D Exchange Agreement with Walleye Opportunities Master Fund Ltd. (effective 2024-02-26).

Action: entry
Agreement: equity purchase
Counterparty: Walleye Opportunities Master Fund Ltd.
Effective: 2024-02-26

Exact text from the filing

on February 26, 2024, the Company entered into an exchange agreement (the “Series D Exchange Agreement”) with existing an existing investor, whereby the Company is to issue 460 shares of Series D Convertible Preferred Stock (the “Series D Preferred Stock”) in exchange for 1,838,800,003 issued and outstanding warrants.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Zerify, Inc. entered into Series C Exchange Agreements (effective 2024-02-27).

Action: entry
Agreement: equity purchase
Effective: 2024-02-27

Exact text from the filing

On February 27, 2024, Zerify, Inc., a Wyoming corporation (the “Company”), entered into seven separate exchange agreements (collectively, the “Series C Exchange Agreements”) with existing investors, whereby the Company is to issue a total of 5,496 shares of Series C Convertible Preferred Stock (the “Series C Preferred Stock”) in exchange for a total of 11,234,924,850 issued and outstanding warrants and a $1,000,000 promissory note.

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Source: SEC EDGAR

accession 0001477932-24-001117

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