UNITED STATES
SECURITIES EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Amendment Number 2
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
For the fiscal year ended
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
For the transition period from _________ to _________
(Exact name of registrant as specified in its Charter) |
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(State or other jurisdiction of |
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| (I.R.S. Employer |
incorporation or organization) |
| file number) |
| Identification No.) |
(Address of Principal Executive Offices)
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(Issuer’s telephone number)
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class |
| Name of each exchange on which registered |
N/A |
| N/A |
Securities registered pursuant to Section 12(g) of the Exchange Act:
Common stock, $0.0001 par value
Title of Class
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such a shorter period that the registrant was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b–2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☐ | Smaller reporting company | ||
Emerging growth company |
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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 7(a)(2)(B) of the Securities Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act. Yes
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class |
| Outstanding at March 31, 2023 |
Common stock, $0.0001 par value |
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Class |
| Outstanding at March 31, 2023 |
Preferred stock, Series A, no par value |
| 3 |
Class |
| Outstanding at March 31, 2023 |
Preferred stock, Series B, $0.10 par value |
| 36,667 |
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. Solely for purposes of the foregoing calculation, all of the registrant’s directors and officers are deemed to be affiliates. This determination of affiliate status for this purpose does not reflect a determination that any persons are affiliates for any other purposes. $
Transitional Small Business Disclosure Format Yes ☐ No ☒
Documents Incorporated By Reference
None
The registrant’s auditor is
EXPLANATORY NOTE
Zerify, Inc. is referred to herein as “we”, “us”, “our”, or the “Company.
Zerify, Inc. (“we,” “us,” or “our”) is filing this Amendment No. 2 on Form 10-K/A (the “Amendment”) in order to amend and restate certain items of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, originally filed April 14, 2023 (the “Original 10-K”), to provide amended disclosures pursuant to correspondence with the staff of the Securities and Exchange Commission in connection with their review of the Original 10-K. On June 27, 2023, we filed Amendment No. 1 on Form 10-K/A, which amended changes are inapplicable and being replaced by this Amendment Number 2.
Part II. Item 9A of the Original 10-K is hereby amended with the addition to Item 9A of only:
(c) Management’s Report on Internal Controls Over Financial Reporting
We are also including currently dated certifications by our principal executive officer and principal financial officer as Exhibits 31.1 and 31.2 under Section 302 of the Sarbanes-Oxley Act of 2002, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Section 302 Certifications”).
Other than as expressly set forth above, this Amendment does not, and does not purport to, update or restate the information in the Original 10-K or reflect any events that have occurred after the Original 10-K. Moreover, the information in this Amendment does not update or otherwise affect the financial statements filed as part of the Original 10-K. This Amendment should be read in conjunction with the Original 10-K and our other filings with the SEC. The filing of this Amendment is not an admission that the Original 10-K, when filed, included any untrue statement of a material fact or omitted to state a material fact necessary to make a statement not misleading.
Item 9A. Controls and Procedures
(c) Management’s Report on Internal Controls Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Under the supervision and with the participation of management, our Chief Executive Officer and Chief Financial Officer conducted an evaluation of the effectiveness of the internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013). Based on such evaluation, management concluded that our internal control over financial reporting was not effective as of December 31, 2022.
This Report does not include an attestation report of our independent registered public accounting firm due to an exemption established by the JOBS Act for “emerging growth companies.”
For the period ended December 31, 2022, management identified material weaknesses in internal control over financial reporting related to: (a) ineffective controls over accounting for non-routine transactions to ensure timely, complete and accurate financial reporting in conformity with generally accepted accounting principles; (b) the lack of consistent review of journal entries prior to their posting to the general ledger; (c) the lack of formal segregation controls over our information technology; and (d) the lack of segregation of duties in our accounting and financial reporting process.
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Based on the remediation efforts described below, weakness have not been fully remediated as of December 31, 2022, and weaknesses have not been fully remediated as of December 31, 2022. Our remediation efforts in the future will include the following:
· | Adding experienced technical accounting personnel, and continuing to engage with external technical accounting consultants, to facilitate timely and accurate accounting for non-routine transactions; |
· | Expanding the team of experienced accounting personnel to allow for appropriate review of journal entries and general segregation of duties; |
· | Implementing new software tools to facilitate systematic processing and effective review of journal entries prior to entering in the general ledger; and |
· | Partnering with external consultants specializing in public company control compliance to assess and implement controls over financial and information technology processes. |
Notwithstanding the assessment that our internal controls over financial reporting were not effective in prior periods, we believe we have employed supplementary procedures to ensure the financial statements contained in this Report fairly present in all material respects, our financial position as of December 31, 2022, and results of operations and cash flows for the periods ending December 31, 2022.
Item 15 Exhibits
31.1 Certification of Principal Executive Officer pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002 (filed herewith)
31.2 Certification of Principal Financial Officer pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002 (filed herewith)
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ZERIFY, INC. | ||
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Dated: July 6, 2023 | By: | /s/ Mark L. Kay | |
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| Mark L. Kay |
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| Chief Executive Officer |
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Dated: July 6, 2023 | By: | /s/ Philip E. Blocker | |
| Philip E. Blocker |
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| Chief Financial Officer and |
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| Principal Accounting Officer |
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Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons in the capacities and on the dates indicated.
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/s/ Mark L. Kay |
| Director |
| July 6, 2023 |
Name: Mark L. Kay |
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/s/ Ramarao Pemmaraju |
| Director |
| July 6, 2023 |
Name: Ramarao Pemmaraju |
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/s/ George Waller |
| Director |
| July 6, 2023 |
Name: George Waller |
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