8-K

SECURITIES AND EXCHANGE COMMISSION

 Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 1, 2021

STRIKEFORCE TECHNOLOGIES, INC.

Wyoming	000-55012	22-3827597
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1090 King Georges Post Road, Suite 603, Edison, NJ	08837
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (732) 661 9641

N/A

(Former name or former address, if changed since last report)

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):

☐     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐     Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

As used in this report, the terms “Company,” “our company,” “us,” “StrikeForce,” “we” and “our” refer to StrikeForce Technologies, Inc. unless the context requires otherwise

Item 3.02    Unregistered Sales of Equity Securities.

We eliminated certain variable convertible debt of approximately $900,000 plus interest and fees in return for unregistered shares of our common stock. No shares of common stock registered on Offering Circular on Form 1-A were used to satisfy any of the debt obligations.

The debt obligations were satisfied as follows.

(Note: We did a reverse split of 500:1 on June 25^th, 2020, which affected some of the conversions below.)

The Company, for one entity, satisfied $247,500 in principal (plus interest) of debt obligations through the conversion of debt resulting in the issuance of 42,500,000 shares of common stock and, in addition, the debt holder agreed to forgive prior outstanding debt of $179,678.09 (including interest).

The Company, for one entity, satisfied $121,000 in principal (plus interest) of debt obligations through  the conversion of debt resulting in the issuance of 63,000 shares of common stock and in addition, the debt holder agreed to forgive prior outstanding debt of  $242,476.01 (including interest).

The Company, for one entity, satisfied $200,000 in principal (plus interest) of debt obligations through the conversion of debt resulting in the issuance of 323,919,633 shares of common stock.

The Company, for one entity, satisfied $376,000 in principal (plus interest) of debt obligations through the conversion of debt resulting in an issuance of 25,029,533 shares of common stock.

One debtor agreed to settle $74,042.22 in debt for the issuance of 74,042 shares of common stock (a copy of the form of settlement agreement is included herein as Exhibit 10.1).

Consequently, as of the date herein, the Company has a principal balance of $25,000 (plus interest) in a remaining variable convertible debt to one investor as well as a principal balance of other non-variable convertible debt obligations of $ 3,876,359.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective by majority shareholder vote December 15, 2020 and confirmed as filed with the Wyoming Secretary of State on February 1, 2021, StrikeForce amended its Certificate of Incorporation to decrease the number of authorized shares of common stock from 14,000,000,000 to 4,000,000,000, $0.0001 par value.  The text of the amendment to the Company’s Certificate of Incorporation is incorporated herein and filed as Exhibit 3.1.

Item 7.01 Regulation FD Disclosure.

On February 2, 2021, the Company issued a press release. A copy of the press release is attached hereto and incorporated herein by reference in its entirety as Exhibit 99.1. On February 8, 2021, the Company issued a clarification of its press release. A copy of the February 8, 2021 press release is attached hereto and incorporated herein by reference in its entirety as Exhibit 99.2.

2

Item 8.01 Other Events 

StrikeForce formally closed its Regulation A Tier II funding round through an Offering circular on Form 1-A, accepting the subscriptions for 465,000,000 shares of common stock for full satisfaction of the entire offering of $2,500,000 (of which the Company received $2,315,000). The funding will be used primarily for the marketing of StrikeForce’s two new products, SafeVchat™ and PrivacyLoK™,

Item 9.01 Financial Statements and Exhibits.

Exhibit Number	Description
3.1	Amended and Restated Certificate of Incorporation of StrikeForce Technologies, Inc.(1)
10.1	Form of Settlement and Exchange Agreement (1)
99.1	StrikeForce Press Release dated February 2, 2021 (1)
99.2	StrikeForce Press Release dated February 8, 2021 (1)

__________ 

(1)Filed herein.

3

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.

	STRIKEFORCE TECHNOLOGIES, INC. (Registrant)
Dated: February 8, 2021	By:	/s/ Mark L. Kay
		Mark L. Kay
		Chief Executive Officer

4

EX-3.1

  EXHIBIT 3.1

 

 

EX-10.1

  EXHIBIT 10.1

SETTLEMENT AND EXCHANGE AGREEMENT

______________________ (the “Holder”), enters into this Settlement and Exchange Agreement (the “Agreement”) with Strikeforce Technologies, Inc. (the “Company”) on _______________whereby the Holder will exchange (the “Exchange”) the $74,042.22 of those certain amounts due under the note dated ___________(the “Debt”) for shares of the Company’s common stock with no par value (the “Common Stock”) as set forth herein.

On and subject to the terms hereof, the parties hereto agree as follows:

Article I

 Exchange of the Debt for Common Stock

Section 1.1. Amount Due.  Holder and the Company agree to the outstanding balance of $74,042.22 due to Holder as of December 31, 2020 pursuant to the following agreements:

________________Note of $71,500.00 + Interest of $2,542.22                                                

Section 1.2 Exchange.  The Company and the Holder agree to exchange and settle 100% the debt owed by the Company to Holder for the issuance to the Holder of 74,042 (Seventy-Four thousand Forty-Two) shares of Common Stock (the “Exchange Shares”).

Article II

Covenants, Representations and Warranties of the Holders

The Holder hereby covenants as follows, and makes the following representations and warranties, each of which is and shall be true and correct on the date hereof, to the Company, and all such covenants, representations and warranties shall survive the Closing.

Section 2.1 Power and Authorization. The Holder has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the Exchange contemplated hereby.

Section 2.2 Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by the Holder and constitutes a legal, valid and binding obligation of the Holder, enforceable against the Holder in accordance with its terms, except that such enforcement may be subject to (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, and (b) general principles of equity, whether such enforceability is considered in a proceeding at law or in equity (such qualifications in clauses (a) and (b) being the “Enforceability Exceptions”). This Agreement and consummation of the Exchange will not violate, conflict with or result in a breach of or default under (i) any agreement or instrument to which the Holder is a party or by which the Holder or any of their respective assets are bound, or (ii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Holder.

Section 2.3 Title to the Debt. The Holder is the sole legal and beneficial owner of the Debt. The Holder has good, valid and marketable title to the Debt, free and clear of any Liens. The Holder has not, in whole or in part, , (a) assigned, transferred, hypothecated, pledged, exchanged or otherwise disposed of any of its rights in the Debt, or (b) given any person or entity any transfer order, power of attorney or other authority of any nature whatsoever with respect to its Debt. Upon delivery of the Exchange Shares the Debt will be satisfied in full and the Company will have no further obligation to the Holder.

1

Section 2.4 Restricted Stock. The Holder (a) acknowledges that the  Exchange Shares have not been registered under the Securities Act or any state securities laws, and the Exchange Shares are being offered and sold in reliance upon exemptions provided in the Securities Act and state securities laws for transactions not involving any public offering and, therefore, cannot be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of unless they are subsequently registered and qualified under the Securities Act and applicable state laws or unless an exemption from such registration and qualification is available, and that certificates representing the Exchange Shares will bear a legend to such effect, and (b) is purchasing the Exchange Shares for investment purposes only for the account of the Holder and not with any view toward a distribution thereof or with any intention of selling, distributing or otherwise disposing of the Exchange Shares in a manner that would violate the registration requirements of the Securities Act. The Holder is able to bear the economic risk of holding the Exchange Shares for an indefinite period and has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risk of its investment in the Shares.

Section 2.5 Adequate Information; No Reliance. The Holder acknowledges and agrees that (a) the Holder has been furnished with all materials it considers relevant to making an investment decision to enter into the Exchange and has had the opportunity to review the Company’s filings and submissions with OTC Markets at www.otcmarkets.com, (b) the Holder has had a full opportunity to ask questions of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects, and the terms and conditions of the Exchange, (c) the Holder has had the opportunity to consult with its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Exchange and to make an informed investment decision with respect to such Exchange and (d) the Holder is not relying, and has not relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its affiliates or representatives including, without limitation, its attorneys, except for (A) the publicly available filings and submissions made by the Company with OTC Markets, and (B) the representations and warranties made by the Company in this Agreement. The Holder is an Accredited Investor as described under the Securities Act of 1933.

Section 2.6 Limited Public Market. The Holder understands that there may be a limited public market for the Common Stock, and that there is no assurance that Holder will be able to sell the Exchange Shares.

Article III

Covenants, Representations and Warranties of the Company

The Company hereby covenants as follows, and makes the following representations and warranties, each of which is and shall be true and correct on the date hereof, to the Holder and all such covenants, representations and warranties shall survive the Closing.

Section 3.1 Power and Authorization. The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the power, authority and capacity to execute and deliver this Agreement and to perform its obligations hereunder and thereunder, and to consummate the Exchange contemplated hereby.

Section 3.2 Valid and Enforceable Agreements; No Violations. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. This Agreement and consummation of the Exchange will not violate, conflict with or result in a breach of or default under (i) the charter, bylaws or other organizational documents of the Company, (ii) any agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company.

Section 3.3 Validity of the Exchange Shares. The Exchange Shares have been duly authorized and will upon issuance be validly issued, fully paid and non-assessable, and the issuance of the Exchange Shares will not be subject to any preemptive, participation, rights of first refusal or other similar rights. Exchange Shares (a) will be issued in the Exchange exempt from the registration requirements of the Securities Act pursuant to Section 4(2) of the Securities Act.

2

Article IV

Miscellaneous

Section 4.1 Entire Agreement. This Agreement and any documents and agreements executed in connection with the Exchange embody the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersede all prior and contemporaneous oral or written agreements, representations, warranties, contracts, correspondence, conversations, memoranda and understandings between or among the parties or any of their agents, representatives or affiliates relative to such subject matter, including, without limitation, any term sheets, emails or draft documents.

Section 4.2 Construction. References in the singular shall include the plural, and vice versa, unless the context otherwise requires. References in the masculine shall include the feminine and neuter, and vice versa, unless the context otherwise requires. Headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meanings of the provisions hereof. Neither party, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions of this Agreement, and all language in all parts of this Agreement shall be construed in accordance with its fair meaning, and not strictly for or against either party.

Section 4.3 Governing Law. This Agreement shall in all respects be construed in accordance with and governed by the substantive laws of the State of Florida, without reference to its choice of law rules. Venue for any action arising pursuant hereto shall be brought in the state or federal courts located in Broward County, Florida.

Section 4.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Any counterpart or other signature hereon delivered by facsimile shall be deemed for all purposes as constituting good and valid execution and delivery of this Agreement by such party.

3

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as of the date first above written.

“COMPANY”

STRIKEFORCE TECHNOLOGIES, INC.

By: ________________________________                             

Name: _____________________________                        

Title: ______________________________                         

“HOLDER”

__________________________________

By:_______________________________

Name: ____________________________                      

Title: ____________________________

4

EX-99.1

EXHIBIT 99.1

For Immediate Release:

StrikeForce Completes it’s Reg A Tier II Funding Round

EDISON, N.J., February 2 2021 - StrikeForce Technologies, Inc. (OTC PINK: SFOR), as of last Friday, has completed its Reg A Tier II funding round, and in doing so only needed to sell 757,000,000 shares vs. 800,000,000 originally planned for, that’s 43,000,000 less shares in the market.

“The StrikeForce Management team would like to thank everyone that participated in purchasing shares of the Reg A. StrikeForce raised a total of $2.5M, monies which will be used for the marketing of StrikeForce’s two new products, SafeVchat™ and PrivacyLoK™, as well as paying off the variable convertible debt of about $900k plus interest and fees”, says Mark L. Kay, CEO of StrikeForce. “This leaves only about $45k left of convertible debt, which isn’t selling or converting at this time. Most of the common stock was sold leaving very little to dilution”, says Kay. “StrikeForce also paid off all of its loans taken throughout the past year. This was a major accomplishment of what StrikeForce was working towards.”

“StrikeForce is now in the process of also applying for the OTCQB, and hopefully sometime this year uplifting to the NASDQ, or, the like. This is something that we have been planning for quite a while now, and giving our new game-changing products we have very high expectations for this year,” says Kay.

“We thank you all for your belief in our products, which is finally coming together, especially with our new SafeVchat and PrivacyLoK products. We also expect to clean up our note debt and strengthen the company going forward. We are definitely off to a great start, with special thanks to our partner Continuation Capital,” says Mark Kay.

###

1

About StrikeForceTechnologies, Inc.

StrikeForce Technologies helps to prevent Cyber theft and data security breaches for consumers, corporations, and government agencies. It provides powerful two-factor, “Out-of-Band” authentication and keystroke encryption along with mobile solutions. StrikeForce Technologies, Inc. (OTC PINK StrikeForce:SFOR) is headquartered in Edison, N.J., and can be reached at www.strikeforcetech.com or by phone at (732) 661-9641 or toll-free at (866) 787-4542.

Safe Harbor Statement:

Matters discussed in this press release contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this press release, the words “anticipate,” “believe,” “estimate,” “may,” “intend,” "expect" and similar expressions identify such forward-looking statements. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained herein. These forward-looking statements are based largely on the expectations of the Company and are subject to a number of risks and uncertainties. These include, but are not limited to, risks and uncertainties associated with: the sales of the company's identity protection software products into various channels and market sectors, the issuance of the company's pending patent application, and the impact of economic, competitive and other factors affecting the Company and its operations, markets, product, and distributor performance, the impact on the national and local economies resulting from terrorist actions, and U.S. actions subsequently; and other factors detailed in reports filed by the company.

Contact Info:

StrikeForce Technologies, Inc.

Mark L. Kay
(732) 661-9641
marklkay@strikeforcetech.com

StrikeForce Media

George Waller

(732) 661-9641

gwaller@strikeforcetech.com

2

EX-99.2

  EXHIBIT 99.2

 

For Immediate Release:

StrikeForce Reg A Tier II Press Release Clarification

EDISON, N.J., February 8 2021 -  StrikeForce Technologies, Inc. (OTC PINK: SFOR), as of  Friday January 29^th, 2021, “StrikeForce has completed its Reg A Tier II funding round, and in doing so we only needed to sell 465,000,000 common shares for a total outstanding of 757,000,000 common shares as against  a total outstanding of 800,000,000 common shares originally considered and planned for. That’s 43,000,000 less common shares in the market, the Offering Circular only required 465,000,000 common shares being sold to compelete the offering. This is a correction statement for clarity,” says Mr. Kay, CEO of StrikeForce.

“In addition to the correction fact above, adding further clarity, I also stated in a prior release, “as paying off the variable convertible debt of about $900,000 plus interest and fees,” is inaccurate. Even though about $900,000 was about the amount of debt retired, the variable conversion notes weren’t paid off, they were either converted or  forgiven (as disclosed in the the Current Report on Form 8-K as filed with the SEC), even though the amount was correct,” says Mark Kay, CEO of StrikeForce. “Thanks for believeing in us and investing in the Reg A and for those of you that partook in it. I do apologize for these points of clarity,” says Kay.

###

1

About StrikeForceTechnologies, Inc.

StrikeForce Technologies helps to prevent Cyber theft and data security breaches for consumers, corporations, and government agencies. It provides powerful two-factor, “Out-of-Band” authentication and keystroke encryption along with mobile solutions. StrikeForce Technologies, Inc. (OTC PINK StrikeForce:SFOR) is headquartered in Edison, N.J., and can be reached at www.strikeforcetech.com or by phone at (732) 661-9641 or toll-free at (866) 787-4542.

Safe Harbor Statement:

Matters discussed in this press release contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this press release, the words “anticipate,” “believe,” “estimate,” “may,” “intend,” "expect" and similar expressions identify such forward-looking statements. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained herein. These forward-looking statements are based largely on the expectations of the Company and are subject to a number of risks and uncertainties. These include, but are not limited to, risks and uncertainties associated with: the sales of the company's identity protection software products into various channels and market sectors, the issuance of the company's pending patent application, and the impact of economic, competitive and other factors affecting the Company and its operations, markets, product, and distributor performance, the impact on the national and local economies resulting from terrorist actions, and U.S. actions subsequently; and other factors detailed in reports filed by the company.

Contact Info:

StrikeForce Technologies, Inc.

Mark L. Kay
(732) 661-9641
marklkay@strikeforcetech.com

2