Estatísticas Básicas
| LEI | 549300PQWM4UB0090168 |
| CIK | 1104038 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to VerifyMe, Inc. - Equity Warrant
SEC Filings (Chronological Order)
Esta página fornece uma lista completa e cronológica de Arquivamentos da SEC, excluindo os arquivamentos de propriedade que fornecemos em outro lugar.
| May 15, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark one) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-39332 VERIFYME, |
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| May 15, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): May 15, 2026 VerifyMe, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39332 23-3023677 (State or other jurisdiction of incorporation) (Commission File Number) |
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| May 15, 2026 |
VerifyMe Reports First Quarter 2026 Financial Results Exhibit 99.1 VerifyMe Reports First Quarter 2026 Financial Results · Quarterly revenue of $1.8 million, compared to $4.5 million in Q1 2025 · Quarterly gross profit of $1.0 million or 54%, compared to $1.5 million or 33% in Q1 2025 · Net loss of ($0.7) million, compared to ($0.6) million in Q1 2025 · Adjusted EBITDA(1) of ($0.1) million, compared to $0.0 million in Q1 2025 · Cash of $3.5 million a |
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| May 5, 2026 |
Filed by VerifyMe, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: VerifyMe, Inc. Commission File No. 001-39332 Subject Company: Open World Ltd. Date: May 5, 2026 OpenWorld and Figure Technology Solutions to Pursue Tokenization of OpenWorld Securities on Figure's OPEN Network OpenWorld pl |
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| April 17, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): April 17, 2026 VerifyMe, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39332 23-3023677 (State or other jurisdiction of incorporation) (Commission File Number |
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| April 16, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): April 15, 2026 VerifyMe, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39332 23-3023677 (State or other jurisdiction of incorporation) (Commission File Number |
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| April 16, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): April 15, 2026 VerifyMe, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39332 23-3023677 (State or other jurisdiction of incorporation) (Commission File Number |
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| April 15, 2026 |
CONSENT OF NEWBRIDGE SECURITIES CORPORATION Exhibit 99.3 CONSENT OF NEWBRIDGE SECURITIES CORPORATION Newbridge Securities Corporation hereby consents to the inclusion of our opinion letter, dated January 16, 2026, to the Board of Directors of VerifyMe, Inc. (“VerifyMe”) as Annex B to, and to the reference thereto under the headings “Prospectus Summary—Background of the Merger,” “Prospectus Summary—Recommendations of the VerifyMe Board; Reas |
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| April 15, 2026 |
Consent to be Named as a Director Exhibit 99.5 Consent to be Named as a Director Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent to the reference to me in the Registration Statement on Form S-4 of VerifyMe, Inc. (the “Company”) (and any amendment or supplement thereto), and any related prospectus filed pursuant to the Securities Act or related proxy statement f |
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| April 15, 2026 |
Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-4 VerifyMe, Inc. Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common Stock, $0.001 p |
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| April 15, 2026 |
As filed with the Securities and Exchange Commission on April 15, 2026 As filed with the Securities and Exchange Commission on April 15, 2026 Registration No. |
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| April 15, 2026 |
Consent to be Named as a Director Exhibit 99.7 Consent to be Named as a Director Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent to the reference to me in the Registration Statement on Form S-4 of VerifyMe, Inc. (the “Company”) (and any amendment or supplement thereto), and any related prospectus filed pursuant to the Securities Act or related proxy statement f |
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| April 15, 2026 |
Consent to be Named as a Director Exhibit 99.6 Consent to be Named as a Director Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent to the reference to me in the Registration Statement on Form S-4 of VerifyMe, Inc. (the “Company”) (and any amendment or supplement thereto), and any related prospectus filed pursuant to the Securities Act or related proxy statement f |
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| April 15, 2026 |
Consent to be Named as a Director Exhibit 99.4 Consent to be Named as a Director Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent to the reference to me in the Registration Statement on Form S-4 of VerifyMe, Inc. (the “Company”) (and any amendment or supplement thereto), and any related prospectus filed pursuant to the Securities Act or related proxy statement f |
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| April 15, 2026 |
First Amendment to Agreement and Plan of Merger Exhibit 2.2 First Amendment to Agreement and Plan of Merger This First Amendment to Agreement and Plan of Merger (the “Amendment”), dated as of April 13, 2026, is made by and between VerifyMe, Inc., a Nevada corporation (“Parent”), VRME Subsidiary Corp., a Nevada corporation and a direct, wholly owned Subsidiary of Parent (“Merger Sub”) and Open World Ltd., a Cayman Islands exempted company (the “ |
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| April 15, 2026 |
Consent to be Named as a Director Exhibit 99.8 Consent to be Named as a Director Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent to the reference to me in the Registration Statement on Form S-4 of VerifyMe, Inc. (the “Company”) (and any amendment or supplement thereto), and any related prospectus filed pursuant to the Securities Act or related proxy statement f |
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| March 31, 2026 |
Exhibit 10.29 March 26, 2026 PERISHIP GLOBAL LLC 801 INTERNATIONAL PKWY FL 5 LAKE MARY, FL 32746-4762 Re: Waiver to the Amended and Restated Loan Agreement dated as of October 31, 2023, (the “Agreement”) between PERISHIP GLOBAL LLC (the “Borrower”), and PNC Bank, National Association (the “Bank”) Ladies and Gentlemen: This letter is issued in connection with the Agreement referenced above. Terms u |
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| March 31, 2026 |
SUBSIDIARIES OF VERIFYME, INC. Exhibit 21.1 SUBSIDIARIES OF VERIFYME, INC. The following is a list of our subsidiaries as of December 31, 2025 that are required to be disclosed pursuant to Item 601(b)(21) of Regulation S-K. Subsidiary Company Jurisdiction of Organization PeriShip Global, LLC VerifyMe Subsidiary Corporation Delaware Nevada |
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| March 31, 2026 |
Exhibit 4.2 DESCRIPTION OF SECURITIES The following is a brief description of the common stock, par value $0.001 per share (the “common stock”) of VerifyMe, Inc. (the “Company,” “we,” “our,” or “us”), which are the only securities of the Company registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended. This description is not complete, and we qualify it by referring to |
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| March 31, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission File Number 001-39332 VERIFYME, INC. |
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| March 30, 2026 |
VerifyMe Reports Fourth Quarter 2025 Financial Results Exhibit 99.1 VerifyMe Reports Fourth Quarter 2025 Financial Results · Cash of $4.4 million and short-term note receivable of $2.0 million as of December 31, 2025 · Cash flow provided by operations of $0.6 million in 2025, compared to $0.9 million in 2024 · 2025 annual revenue of $16.4 million, compared to $24.2 million in 2024; with fourth quarter revenue of $2.4 million, compared to $7.7 million |
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| March 30, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): March 30, 2026 VerifyMe, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39332 23-3023677 (State or other jurisdiction of incorporation) (Commission File Number |
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| February 12, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 11, 2026 VerifyMe, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39332 23-3023677 (State or other jurisdiction of incorporation) (Commission File Num |
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| February 12, 2026 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among VERIFYME, INC., VRME SUBSIDIARY CORP. and Open World Ltd. dated as of February 11, 2026 This document is intended solely to facilitate discussions among the parties identified herein. It is not intended to create, and will not be deemed to create, a legally binding or enforceable offer or agreement of any type or nature prior to the duly author |
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| February 12, 2026 |
Exhibit 10.3 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is entered into as of February 11, 2026 by and between VerifyMe, Inc., a Nevada corporation (the “Company”), and Jennifer Cola (the “Executive”) which shall be effective subject to and upon the Effective Time as defined in the Agreement and Plan of Merger dated as of even date herewith, by and among the Company, VRME Su |
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| February 12, 2026 |
FORM OF PARENT STOCKHOLDER SUPPORT AGREEMENT VERIFYME, INC. Exhibit 10.1 EXHIBIT A FORM OF PARENT STOCKHOLDER SUPPORT AGREEMENT VERIFYME, INC. THIS SUPPORT AGREEMENT (this “Agreement”), dated as of February 11, 2026, is made by and among VerifyMe, Inc., a Nevada corporation (“Parent”), Jennifer Cola, an individual (the “Proxy”), Open World Ltd., a Cayman Islands exempted company (the “Company”) and the undersigned holder (“Stockholder”) of shares of capita |
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| February 12, 2026 |
Exhibit 99.1 Open World and VerifyMe Sign Definitive Merger Agreement Agreement sets the foundation for a NASDAQ-listed institutional-grade real-world asset tokenization company LAKE MARY, Fla., February 12, 2026 – (BUSINESS WIRE) – VerifyMe, Inc. (NASDAQ: VRME) (“VerifyMe”), a provider of authentication and precision logistics technologies and Open World Ltd. (“Open World”), a blockchain infrastr |
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| February 12, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 11, 2026 VerifyMe, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39332 23-3023677 (State or other jurisdiction of incorporation) (Commission File Num |
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| February 12, 2026 |
AMENDED AND RESTATED EMPLOYMENT AGREEMENT Exhibit 10.2 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (this “Agreement”) is entered into as of February 11, 2026, by and between VerifyMe, Inc., a Nevada corporation (the “Company”), and Adam Stedham (the “Executive”) which shall be effective subject to and upon the Effective Time as defined in the Agreement and Plan of Merger dated of even date here |
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| February 2, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): January 30, 2026 VerifyMe, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39332 23-3023677 (State or other jurisdiction of incorporation) (Commission File Numb |
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| February 2, 2026 |
Exhibit 99.1 VerifyMe, Inc. Regains Compliance with Nasdaq Minimum Bid Price Requirement Company achieves minimum $1.00 closing bid for 10 consecutive business days; Nasdaq confirms matter is closed LAKE MARY, Fla. — February 2, 2026 — (BUSINESS WIRE) VerifyMe, Inc. (Nasdaq: VRME) (“VerifyMe”, “The Company”) today announced that it has received formal notice from the Listings Qualifications staff |
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| January 5, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): January 2, 2026 VerifyMe, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39332 23-3023677 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| January 5, 2026 |
Exhibit 99.1 VerifyMe and Token Economy Leader Open World Announces Plan for Strategic Merger Combined company will deliver institutional-grade on-chain solutions and real-world asset tokenization, setting a new benchmark for global standards Lake Mary, FL - January 5, 2026 - (BUSINESS WIRE) - VerifyMe, Inc. (NASDAQ: VRME) (“VerifyMe”), a publicly traded provider of precision logistics and brand p |
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| January 5, 2026 |
This Agreement shall be EX-10.1 and void if not fully executed by both Parties by January 2, 2025. Exhibit 10.1 Suite 3119, 9 Forum Lane • Camana Bay, Grand Cayman KY1-9006 • Cayman Islands CONFIDENTIAL January 2, 2026 This letter agreement (this “Agreement”) sets forth the agreement between Open World Ltd., a Cayman Islands exempted company (“Open World”), and VerifyMe, Inc., a Nevada corporation listed on The Nasdaq Capital Market (“NASDAQ”) under the ticker VRME (“VerifyMe”, and together wit |
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| December 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): December 12, 2025 VerifyMe, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39332 23-3023677 (State or other jurisdiction of incorporation) (Commission File Num |
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| November 17, 2025 |
VerifyMe Reports Third Quarter 2025 Financial Results Exhibit 99.1 VerifyMe Reports Third Quarter 2025 Financial Results · Revenue of $5.0 million in Q3 2025, compared to $5.4 million in Q3 2024(1) · Gross profit of $2.1 million or 41% in Q3 2025, compared to $1.9 million or 35% in Q3 2024 · Net loss ($3.4) million in Q3 2025, including $3.9 million of one-time adjustments, compared to a net loss of ($2.4) million, including $1.8 million of one-time |
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| November 17, 2025 |
Exhibit 99.2 Protect your brand. Grow your business. Third Quarter 2025 Investor Conference Call November 17, 2025 www.VerifyMe.com NASDAQ:VRME 1 Agenda NASDAQ:VRME 01 Welcome & Introductions Operations and Strategic Update Financial Review Q&A Closing Remarks 02 03 www.VerifyMe.com 04 05 2 Forward Looking Statements In addition to historical information, this presentation contains statements rela |
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| November 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): November 17, 2025 VerifyMe, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39332 23-3023677 (State or other jurisdiction of incorporation) (Commission File Num |
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| November 14, 2025 |
Exhibit 10.4 PROMISSORY NOTE Note Amount: $2,000,000 Issue Date: August 11, 2025 FOR VALUE RECEIVED, ZenCredit Ventures, LLC, a Delaware limited liability company (“ZCV”) hereby promises to pay to the order of VerifyMe Inc. or the permitted successors or assigns then holding title to this document in due course (the “Noteholder”) the principal amount of TWO MILLION dollars ($2,000,000) (the “Note |
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| November 14, 2025 |
Exhibit 10.3 MASTER LOAN AGREEMENT This Master Loan Agreement (the “Agreement”), by and between Zen Credit Ventures, LLC and its successors or assigns (“ZCV”) and Verify Me Inc. and its permitted successors and assigns (“Lender”) is effective this August 7, 2025 the first day on which all parties hereto have executed it. ZCV, Lender and any of their permitted successors or assigns are hereinafter |
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| November 14, 2025 |
UPS DIGITAL CHANNEL PROGRAM AGREEMENT UPSDCPSP052025 (Single Payor) Exhibit 10.1 UPS DIGITAL CHANNEL PROGRAM AGREEMENT UPSDCPSP052025 (Single Payor) This UPS Digital Channel Program Agreement (this “Agreement”) is made effective as of this July 28, 2025, (the “Effective Date”) by and between PeriShip Global, LLC, with a place of business at 265 E. Main Street, Branford, CT 06405 (“Developer”), and United Parcel Service, Inc., an Ohio corporation (“UPS Ohio”), and |
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| November 14, 2025 |
UPS PARTNER API ACCESS AGREEMENT General Terms Version P092024-C Exhibit 10.2 CERTAIN INFORMATION IDENTIFIED WITH [***] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) THE TYPE OF INFORMATION THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. UPS PARTNER API ACCESS AGREEMENT General Terms Version P092024-C This UPS API Access Agreement (the “Agreement”) is by and between UPS Digital, Inc. (“UPS”), having a principal place of busi |
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| November 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark one) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-39332 VERIFY |
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| October 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): October 17, 2025 VerifyMe, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39332 23-3023677 (State or other jurisdiction of incorporation) (Commission File Numb |
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| October 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): October 8, 2025 VerifyMe, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39332 23-3023677 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| September 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): September 24, 2025 VerifyMe, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39332 23-3023677 (State or other jurisdiction of incorporation) (Commission File Nu |
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| September 11, 2025 |
VerifyMe Provides Services Update Exhibit 99.1 VerifyMe Provides Services Update Lake Mary, FL – September 11, 2025 – PRNewswire — VerifyMe, Inc. (NASDAQ: VRME) together with its subsidiary PeriShip Global LLC (“PeriShip Global”), (together “VerifyMe,” “we,” “our,” or the “Company”) provides brand owners time and temperature sensitive logistics, supply chain traceability, authentication, anti-counterfeiting, and data-rich brand en |
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| September 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): August 26, 2025 VerifyMe, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39332 23-3023677 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| September 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.1) Filed by Registrant þ Filed by Party other than Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x |
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| August 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by Registrant þ Filed by Party other than Registrant ¨ Check the appropriate box: þ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ |
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| August 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): August 13, 2025 VerifyMe, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39332 23-3023677 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| August 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark one) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-39332 VERIFYME, I |
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| August 13, 2025 |
Amended and Restated Bylaws of VerifyMe, Inc., as amended through July 8, 2025. Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF VERIFYME, INC. CORPORATION I. REFERENCES TO CERTAIN TERMS AND CONSTRUCTION 1.01. Certain References. Any reference herein made to law shall be deemed to refer to the law of the State of Nevada, including any applicable provision of Chapter 78 of Title 7 of the Nevada Revised Statutes, or any successor statutes, as from time to time amended and in effect ( |
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| August 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by Registrant þ Filed by Party other than Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x D |
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| August 13, 2025 |
Exhibit 99.2 Protect your brand. Grow your business. Second Quarter 2025 Investor Conference Call August 13, 2025 www.VerifyMe.com NASDAQ:VRME 1 Agenda NASDAQ:VRME 01 Welcome & Introductions Operations and Strategic Update Financial Review Q&A Closing Remarks 02 03 www.VerifyMe.com 04 05 2 Forward Looking Statements In addition to historical information, this presentation contains statements relat |
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| August 13, 2025 |
VerifyMe Reports Second Quarter 2025 Financial Results Exhibit 99.1 VerifyMe Reports Second Quarter 2025 Financial Results · Cash of $6.1 million as of June 30, 2025, with cash provided by operations of $0.7 million in Q2 2025, compared to $0.4 million in Q2 2024 · Quarterly revenue of $4.5 million in Q2 2025, compared to $5.4 million in Q2 2024(1) · Quarterly gross profit of $1.6 million or 35% in Q2 2025, compared to $2.1 million or 39% in Q2 2024 · |
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| August 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by Registrant þ Filed by Party other than Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ D |
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| August 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): August 8, 2025 VerifyMe, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39332 23-3023677 (State or other jurisdiction of incorporation) (Commission File Number |
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| August 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 8, 2025 VerifyMe, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39332 23-3023677 (State or other jurisdiction of incorporation) (Commis |
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| August 7, 2025 |
Amendment to the Amended and Restated Bylaws of VerifyMe, Inc., effective as of July 8, 2025 Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED BYLAWS OF VERIFYME, INC. Article III, Section 3.05, “Stockholder Quorum and Voting Requirements” of the Amended and Restated Bylaws of VerifyMe, Inc., a Nevada corporation (the “Company”), is hereby amended and restated in its entirety to read as follows: “3.05. Stockholder Quorum and Voting Requirements. Unless otherwise provided in the Articles, |
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| July 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): July 29, 2025 VerifyMe, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39332 23-3023677 (State or other jurisdiction of incorporation) (Commission File Number) |
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| July 11, 2025 |
Amendment to the Amended and Restated Bylaws of VerifyMe, Inc., effective as of July 8, 2025 Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED BYLAWS OF VERIFYME, INC. Article III, Section 3.05, “Stockholder Quorum and Voting Requirements” of the Amended and Restated Bylaws of VerifyMe, Inc., a Nevada corporation (the “Company”), is hereby amended and restated in its entirety to read as follows: “3.05. Stockholder Quorum and Voting Requirements. Unless otherwise provided in the Articles, |
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| July 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): July 8, 2025 VerifyMe, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39332 23-3023677 (State or other jurisdiction of incorporation) (Commission File Number) |
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| May 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by Registrant þ Filed by Party other than Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ D |
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| May 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by Registrant þ Filed by Party other than Registrant ¨ Check the appropriate box: ☐ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) þ D |
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| May 21, 2025 |
Fiscal 2024 Annual Report Specialized Logistics Management and Brand Protection Enhancement Solutions SEC FORM 10-K This page intentionally left blank. |
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| May 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark one) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-39332 VERIFYME, |
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| May 13, 2025 |
VerifyMe Reports First Quarter 2025 Financial Results Exhibit 99.1 VerifyMe Reports First Quarter 2025 Financial Results · Quarterly revenue of $4.5 million, compared to $5.8 million in Q1 2024(1) · Quarterly gross profit of $1.5 million or 33%, compared to $2.3 million or 39% in Q1 2024 · Net loss of ($0.6) million in Q1 2025 and Q1 2024(1) · Adjusted EBITDA(2) of $0 million, compared to $0.1 million in Q1 2024(1) · Cash of $5.7 million as of March |
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| May 13, 2025 |
Exhibit 99.2 Protect your brand.Grow your business.FirstQuarter 2025Investor Conference CallMay 13, 2025www.VerifyMe.com NASDAQ:VRME1 AgendaNASDAQ:VRME01Welcome & IntroductionsOperations and Strategic UpdateFinancial ReviewQ&AClosing Remarks0203www.VerifyMe.com 04052 Forward Looking StatementsIn addition to historical information, this presentation contains statements relating to revenueopportunit |
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| May 13, 2025 |
Exhibit 10.3 Waiver and Amendment to Loan Documents THIS WAIVER AND AMENDMENT TO LOAN DOCUMENTS (this “Amendment”) is made as of March 28, 2025, by and between PERISHIP GLOBAL LLC (the “Borrower”), and PNC BANK, NATIONAL ASSOCIATION (the “Bank”). BACKGROUND A. The Borrower or another obligor has executed and delivered to the Bank (or a predecessor which is now known by the Bank’s name as set forth |
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| May 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): May 13, 2025 VerifyMe, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39332 23-3023677 (State or other jurisdiction of incorporation) (Commission File Number) |
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| May 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): May 6, 2025 VerifyMe, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39332 23-3023677 (State or other jurisdiction of incorporation) (Commission File Number) ( |
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| April 4, 2025 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): April 3, 2025 VerifyMe, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39332 23-3023677 (State or other jurisdiction of incorporation) (Commission File Number) |
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| March 12, 2025 |
Subsidiaries of VerifyMe, Inc. Exhibit 21.1 SUBSIDIARIES OF VERIFYME, INC. The following is a list of our subsidiaries as of December 31, 2024 that are required to be disclosed pursuant to Item 601(b)(21) of Regulation S-K. Subsidiary Company Jurisdiction of Organization PeriShip Global, LLC Delaware |
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| March 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission File Number 001-39332 VERIFYME, INC. |
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| March 12, 2025 |
Policy for the Recovery of Erroneously Awarded Compensation Exhibit 97 VerifyMe, Inc. Policy for the Recovery of Erroneously Awarded Compensation This Policy for the Recovery of Erroneously Awarded Compensation Policy (this “Policy”) has been adopted by the Board of Directors (the “Board”) of VerifyMe, Inc. (the “Company”), in accordance with the requirements of the Recovery Rules to implement a written policy for the recovery of erroneously awarded compen |
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| March 12, 2025 |
Exhibit 4.5 DESCRIPTION OF SECURITIES The following is a brief description of (i) the common stock, par value $0.001 per share (the “common stock”) and (ii) warrants to purchase common stock (the “warrants”), of VerifyMe, Inc. (the “Company,” “we,” “our,” or “us”), which are the only securities of the Company registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended. Thi |
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| March 12, 2025 |
Exhibit 19 VerifyMe, Inc. Insider Trading Policy As Amended on November 20, 2023; Effective July 1, 2021 Purpose This Insider Trading Policy (the “Policy”) provides guidelines with respect to transactions in the securities of VerifyMe, Inc. (the “Company”) and the handling of confidential information about the Company and the companies with which the Company does business. This Policy has been ado |
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| March 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): March 6, 2025 VerifyMe, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39332 23-3023677 (State or other jurisdiction of incorporation) (Commission File Number) |
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| March 6, 2025 |
Exhibit 99.2 Protect your brand. Grow your business. Fourth Quarter 2024 Investor Conference Call March 6, 2025 www.VerifyMe.com NASDAQ:VRME 1 Agenda NASDAQ:VRME 01 Welcome & Introductions Operations and Strategic Update Financial Review Q&A Closing Remarks 02 03 www.VerifyMe.com 04 05 2 Forward Looking Statements In addition to historical information, this presentation contains statements relatin |
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| March 6, 2025 |
Sales Agreement, dated as of March 6, 2025, between VerifyMe, Inc. and Roth Capital Partners, LLC. Exhibit 1.1 VerifyMe, Inc. $15,803,511 Common Stock ($0.001 par value per share) Sales Agreement March 6, 2025 Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Ladies and Gentlemen: VerifyMe, Inc., a Nevada corporation (the “Company”), confirms its agreement (this “Agreement”) with Roth Capital Partners, LLC (the “Agent”), as follows: 1. Issuance and Sale of Sha |
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| March 6, 2025 |
Exhibit 99.1 VerifyMe Reports Fourth Quarter 2024 Financial Results and Improved Liquidity in the First Quarter of 2025 · Cash flow provided by operations of $0.6 million in Q4 2024 and $0.9 million in the year ended December 31, 2024 · 2024 annual revenue of $24.2 million, compared to $25.3 million in 2023; with fourth quarter revenue of $7.7 million, compared to $8.7 million in Q4 2023 (1) · 202 |
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| March 6, 2025 |
VERIFYME, INC. Up to $15,803,511 of Shares of Common Stock PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(5) (to prospectus dated February 3, 2025) Registration No. |
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| February 4, 2025 |
VERIFYME, INC. 1,461,896 Shares of Common Stock Offered by the Selling Stockholder Filed Pursuant to Rule 424(b)(3) Registration No. 333-284561 PROSPECTUS VERIFYME, INC. 1,461,896 Shares of Common Stock Offered by the Selling Stockholder This prospectus relates to the resale by the selling stockholder identified herein of up to 1,461,896 shares (the “Shares”), of our common stock, par value $0.001 per share (“common stock”), issuable to the selling stockholder upon the exercise |
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| January 30, 2025 |
VerifyMe, Inc. 801 International Parkway, Fifth Floor Lake Mary, FL 32746 VerifyMe, Inc. 801 International Parkway, Fifth Floor Lake Mary, FL 32746 January 30, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Alexandra Barone Re: VerifyMe, Inc. Registration Statement on Form S-3 File No. 333-284561 Ladies and Gentlemen: In accordance with Rule 461 promulgated under the Securities Act o |
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| January 30, 2025 |
VerifyMe, Inc. 801 International Parkway, Fifth Floor Lake Mary, FL 32746 VerifyMe, Inc. 801 International Parkway, Fifth Floor Lake Mary, FL 32746 January 30, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Alexandra Barone Re: VerifyMe, Inc. Registration Statement on Form S-3 File No. 333-284562 Ladies and Gentlemen: In accordance with Rule 461 promulgated under the Securities Act o |
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| January 29, 2025 |
January 29, 2025 Adam Stedham Chief Executive Officer VerifyMe, Inc. 801 International Parkway, Fifth Floor Lake Mary, FL 32746 Re: VerifyMe, Inc. Registration Statement on Form S-3 Filed January 28, 2025 File No. 333-284562 Dear Adam Stedham: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for ac |
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| January 29, 2025 |
January 29, 2025 Adam Stedham Chief Executive Officer VerifyMe, Inc. 801 International Parkway, Fifth Floor Lake Mary, FL 32746 Re: VerifyMe, Inc. Registration Statement on Form S-3 Filed January 28, 2025 File No. 333-284561 Dear Adam Stedham: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for ac |
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| January 28, 2025 |
As filed with the Securities and Exchange Commission on January 28, 2025 As filed with the Securities and Exchange Commission on January 28, 2025 Registration No. |
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| January 28, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) VerifyMe, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Eq |
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| January 28, 2025 |
Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) VerifyMe, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price (2) Fee Rate Amount of Registration Fee Fees to be Paid Equity Common St |
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| January 28, 2025 |
As filed with the Securities and Exchange Commission on January 28, 2025 As filed with the Securities and Exchange Commission on January 28, 2025 Registration No. |
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| January 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): January 16, 2025 VerifyMe, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39332 23-3023677 (State or other jurisdiction of incorporation) (Commission File Numb |
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| January 14, 2025 |
VerifyMe Enters into a Warrant Inducement Transaction for $4.7 Million in Proceeds Exhibit 99.1 VerifyMe Enters into a Warrant Inducement Transaction for $4.7 Million in Proceeds Lake Mary, FL – January 14, 2025 – PRNewswire — VerifyMe, Inc. (NASDAQ: VRME) (“VerifyMe,” “we,” “our,” or the “Company”) provides brand owners time and temperature sensitive logistics, authentication, anti-counterfeiting, and brand enhancement services, today announced its entry into a warrant induceme |
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| January 14, 2025 |
Exhibit 10.1 VERIFYME, INC. January 13, 2025 To the Holder of Common Stock Purchase Warrants Re: Inducement Offer to Exercise Existing Common Stock Purchase Warrants Dear Holder: VerifyMe, Inc. (the “Company”) is pleased to offer to you the opportunity to exercise all of the warrants to purchase shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), issued to you on |
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| January 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): January 13, 2025 VerifyMe, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39332 23-3023677 (State or other jurisdiction of incorporation) (Commission File Numb |
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| January 14, 2025 |
Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| December 27, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): December 27, 2024 VerifyMe, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39332 23-3023677 (State or other jurisdiction of incorporation) (Commission File Num |
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| December 12, 2024 |
Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): December 8, 2024 VerifyMe, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39332 23-3023677 (State or other jurisdiction of incorporation) (Commission File Numb |
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| December 12, 2024 |
Unaudited Pro Forma Consolidated Financial Information Exhibit 99.1 Unaudited Pro Forma Consolidated Financial Information On December 8, 2024, VerifyMe, Inc. (the “Company”) and Paul Ryan (the "Buyer"), who previously served as Executive Vice President, Authentication Segment, and was employed by Trust Codes Global Limited, a wholly-owned subsidiary of the Company, entered into a Share Sale Agreement (the "Agreement") whereby the Company sold 100% of |
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| November 26, 2024 |
VerifyMe announces extension of Share Repurchase Plan Exhibit 99.1 VerifyMe announces extension of Share Repurchase Plan Lake Mary, FL – November 26, 2024 – PRNewswire — VerifyMe, Inc. (NASDAQ: VRME) (“VerifyMe,” “we,” “our,” or the “Company”) provides brand owners time and temperature sensitive logistics, authentication, anti-counterfeiting, and brand enhancement services, announced today that the Company’s board of directors (the “Board”) approved |
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| November 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): November 26, 2024 VerifyMe, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39332 23-3023677 (State or other jurisdiction of incorporation) (Commission File Num |
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| November 12, 2024 |
Exhibit 10.3 Waiver and Amendment to Loan Documents THIS WAIVER AND AMENDMENT TO LOAN DOCUMENTS (this “Amendment”) is made as of August 07, 2024, by and between PERISHIP GLOBAL LLC (the “Borrower”), and PNC BANK, NATIONAL ASSOCIATION (the “Bank”). BACKGROUND A. The Borrower or another obligor has executed and delivered to the Bank (or a predecessor which is now known by the Bank’s name as set fort |
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| November 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark one) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-39332 VERIFY |
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| November 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): November 8, 2024 VerifyMe, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39332 23-3023677 (State or other jurisdiction of incorporation) (Commission File Numb |
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| November 12, 2024 |
Exhibit 99.2 Protect your brand. Grow your business. Third Quarter 2024 Investor Conference Call November 12, 2024 www.VerifyMe.com NASDAQ:VRME 1 Agenda NASDAQ:VRME 01 Welcome & Introductions Operations and Strategic Update Financial Review Q&A Closing Remarks 02 03 www.VerifyMe.com 04 05 2 Forward Looking Statements In addition to historical information, this presentation contains statements rela |
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| November 12, 2024 |
VerifyMe Reports Third Quarter 2024 Financial Results Exhibit 99.1 VerifyMe Reports Third Quarter 2024 Financial Results · Quarterly revenue of $5.4 million in Q3 2024, compared to $5.6 million in Q3 2023 · Gross Profit of $1.9 million or 35% in Q3 2024, compared to $2.0 million or 37% in Q3 2023 · Net loss of ($2.4) million in Q3 2024, including $1.8M of one-time adjustments, compared to a net loss of ($0.9) million in Q3 2023 · Adjusted EBITDA(1) o |
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| August 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): August 13, 2024 VerifyMe, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39332 23-3023677 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| August 13, 2024 |
Exhibit 10.3 FIRST AMENDMENT TO CONSULTING AGREEMENT THIS FIRST AMENDMENT TO CONSULTING AGREEMENT (this “Amendment”) is entered into as of June 30, 2024, by and between VerifyMe, Inc., a Nevada corporation with its principal office at 801 International Parkway, Fifth Floor, Lake Mary, Florida 32746 (the “Company”) and Pentant LLC, a Connecticut limited liability corporation with its principal offi |
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| August 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark one) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-39332 VERIFYME, I |
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| August 13, 2024 |
VerifyMe Reports Second Quarter 2024 Financial Results Exhibit 99.1 VerifyMe Reports Second Quarter 2024 Financial Results · Quarterly revenue of $5.4 million in Q2 2024, compared to $5.3 million in Q2 2023 · Gross Profit of $2.1 million or 39% in Q2 2024, compared to $1.6 million or 30% in Q2 2023, an increase of 32% · Net loss of ($0.3) million in Q2 2024, compared to a net loss of ($0.9) million in Q2 2023 · Adjusted EBITDA(1) of $0.2 million in Q2 |
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| August 13, 2024 |
Exhibit 10.2 CONSULTING AGREEMENT This Consulting Agreement (the "Agreement") is effective as of November 15, 2023 (the "Effective Date") by and among VerifyMe, Inc., a Nevada corporation with its principal office at 801 International Parkway, Fifth Floor, Lake Mary, Florida 32746 (the "Company") and Pentant LLC, a Connecticut limited liability corporation with its principal office at 680 E Main S |
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| August 13, 2024 |
Exhibit 99.2 Protect your brand. Grow your business. Second Quarter 2024 Investor Conference Call August 13, 2024 www.VerifyMe.com NASDAQ:VRME 1 Agenda NASDAQ:VRME 01 Welcome & Introductions Operations and Strategic Update Financial Review Q&A Closing Remarks 02 03 www.VerifyMe.com 04 05 2 Forward Looking Statements In addition to historical information, this presentation contains statements relat |
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| July 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): July 2, 2024 VerifyMe, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39332 23-3023677 (State or other jurisdiction of incorporation) (Commission File Number) |
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| July 5, 2024 |
Exhibit 10.1 SALARY REDUCTION AGREEMENT This Salary Reduction Agreement (this “Agreement”) is entered into as of [], 2024, by and between VerifyMe, Inc., a Nevada corporation (“VerifyMe” or the “Company”), and , the of the Company (the “Executive”). RECITALS WHEREAS, the Executive and Company have entered into that certain Employment Agreement dated as of (the “Employment Agreement”); WHEREAS, the |
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| June 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): June 4, 2024 VerifyMe, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39332 23-3023677 (State or other jurisdiction of incorporation) (Commission File Number) |
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| June 7, 2024 |
Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) VerifyMe, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.001 par value per sh |
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| June 7, 2024 |
Third Amendment to the VerifyMe, Inc. 2020 Equity Incentive Plan Exhibit 99.4 THIRD AMENDMENT TO THE VERIFYME, INC. 2020 EQUITY INCENTIVE PLAN The VerifyMe, Inc. 2020 Equity Incentive Plan (the “Plan”) is hereby amended as follows, effective June 4, 2024: 1. Section 5.1(a) of the Plan is hereby amended and restated in its entirety to provide as follows: “(a) Available Shares. Subject to adjustment as provided in Section 12, the maximum number of shares of Commo |
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| June 7, 2024 |
As filed with the Securities and Exchange Commission on June 7, 2024 As filed with the Securities and Exchange Commission on June 7, 2024 Registration Statement No. |
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| June 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): June 4, 2024 VerifyMe, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39332 23-3023677 (State or other jurisdiction of incorporation) (Commission File Number) |
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| May 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): May 14, 2024 VerifyMe, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39332 23-3023677 (State or other jurisdiction of incorporation) (Commission File Number) |
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| May 14, 2024 |
Exhibit 10.1 BONUS PLAN Overview This discretionary Employee Bonus Plan outlines the criteria, process, and guidelines under which discretionary bonuses may be granted to eligible employees. When referring to any of your potential on target bonus payments, the figures would be payable in your local currency. Eligible Employees Full and part-time employees may be eligible as long as they meet the e |
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| May 14, 2024 |
Exhibit 99.2 Protect your brand. Grow your business. First Quarter 2024 Investor Conference Call May 14, 2024 www.VerifyMe.com NASDAQ:VRME 1 Agenda NASDAQ:VRME 01 Welcome & Introductions Operations and Strategic Update Financial Review Q&A Closing Remarks 02 03 www.VerifyMe.com 04 05 2 Forward Looking Statements In addition to historical information, this presentation contains statements relating |
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| May 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark one) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-39332 VERIFYME, |
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| May 14, 2024 |
Exhibit 99.1 VerifyMe Reports Improved First Quarter 2024 Financial Results including a Gross Profit increase of 49% · Quarterly revenue of $5.8 million in Q1 2024, compared to $5.7 million in Q1, 2023 · Gross Profit of $2.3 million or 39% in Q1 2024, compared to $1.5 million or 27% in Q1 2023, an increase of 49% · Net loss of ($0.6) million in Q1, 2024, compared to a net loss of ($1.6) million in |
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| April 25, 2024 |
Fiscal 2023 Annual Report End-To-End Logistics Management and Advanced Product Traceability Solutions SEC FORM 10-K This page intentionally left blank. |
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| April 25, 2024 |
Your Vote Counts!*Please check the meeting materials for any special requirements for meeting attendance. |
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| April 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by Registrant þ Filed by Party other than Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) þ D |
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| March 29, 2024 |
Subsidiaries of VerifyMe, Inc. Exhibit 21.1 SUBSIDIARIES OF VERIFYME, INC. The following is a list of our subsidiaries as of December 31, 2023 that are required to be disclosed pursuant to Item 601(b)(21) of Regulation S-K. Subsidiary Company Jurisdiction of Organization PeriShip Global, LLC Delaware Trust Codes Global Limited New Zealand |
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| March 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission File Number 001-39332 VERIFYME, INC. |
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| March 29, 2024 |
Policy for the Recovery of Erroneously Awarded Compensation Exhibit 97 VerifyMe, Inc. Policy for the Recovery of Erroneously Awarded Compensation This Policy for the Recovery of Erroneously Awarded Compensation Policy (this “Policy”) has been adopted by the Board of Directors (the “Board”) of VerifyMe, Inc. (the “Company”), in accordance with the requirements of the Recovery Rules to implement a written policy for the recovery of erroneously awarded compen |
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| March 29, 2024 |
Exhibit 4.8 DESCRIPTION OF SECURITIES The following is a brief description of (i) the common stock, par value $0.001 per share (the “common stock”) and (ii) warrants to purchase common stock (the “warrants”), of VerifyMe, Inc. (the “Company,” “we,” “our” or “us”), which are the only securities of the Company registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended. This |
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| March 21, 2024 |
VerifyMe Reports Full Year and Fourth Quarter 2023 Financial Results Exhibit 99.1 VerifyMe Reports Full Year and Fourth Quarter 2023 Financial Results · Cash of $3.1 million as of December 31, 2023 (with cash flow provided by operations of $0.8 million in Q4 2023 and $0.2 million in the year ended December 31, 2023) · 2023 annual revenue of $25.3 million, compared to $19.6 million in 2022, an increase of 29%; with fourth quarter revenue of $8.7 million in Q4 2023, |
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| March 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): March 21, 2024 VerifyMe, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39332 23-3023677 (State or other jurisdiction of incorporation) (Commission File Number |
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| March 21, 2024 |
Exhibit 99.2 Protect your brand. Grow your business. Fourth Quarter 2023 Investor Conference Call March 21, 2024 www.VerifyMe.com NASDAQ:VRME 1 Agenda NASDAQ:VRME 01 Welcome & Introductions Operations and Strategic Update Financial Review Q&A Closing Remarks 02 03 www.VerifyMe.com 04 05 2 Forward Looking Statements I n addition to historical information, this presentation contains statements relat |
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| March 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): March 12, 2024 VerifyMe, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39332 23-3023677 (State or other jurisdiction of incorporation) (Commission File Number |
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| February 6, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 6, 2024 VerifyMe, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39332 23-3023677 (State or other jurisdiction of incorporation) (Commission File Numb |
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| February 6, 2024 |
Exhibit 99.1 Protect your brand. Grow your business. Investor Presentation February 6, 2024 www.VerifyMe.com NASDAQ:VRME 1 Agenda NASDAQ:VRME 01 Welcome & Introductions Company Overview Precision Logistics Details Authentication Details Q&A 02 03 www.VerifyMe.com 04 05 2 Confidential – © VerifyMe, Inc. VerifyMe® is a registered trademark of VerifyMe, Inc. All Rights Reserved. Forward Looking State |
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| December 8, 2023 |
VerifyMe announces Share Repurchase Plan and Changes to Board Compensation Program Exhibit 99.1 VerifyMe announces Share Repurchase Plan and Changes to Board Compensation Program Lake Mary, FL – December 8, 2023 – PRNewswire — VerifyMe, Inc. (NASDAQ: VRME) together with its subsidiaries, Trust Codes Global Limited (“Trust Codes Global”) and PeriShip Global LLC (“PeriShip Global”), (together “VerifyMe,” “we,” “our,” or the “Company”) provides brand owners time and temperature sen |
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| December 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): December 8, 2023 VerifyMe, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39332 23-3023677 (State or other jurisdiction of incorporation) (Commission File Numb |
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| November 8, 2023 |
Exhibit 10.2 Waiver and Amendment to Loan Documents THIS WAIVER AMENDMENT TO LOAN DOCUMENTS (this “Amendment”) is made as of October 31, 2023, by and between PERISHIP GLOBAL LLC (the “Borrower”), and PNC BANK, NATIONAL ASSOCIATION (the “Bank”). BACKGROUND A. The Borrower or another obligor has executed and delivered to the Bank (or a predecessor which is now known by the Bank’s name as set forth a |
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| November 8, 2023 |
Exhibit 99.2 Protect your brand. Grow your business. Third Quarter 2023 Investor Conference Call November 8, 2023 www.VerifyMe.com NASDAQ:VRME 1 Agenda NASDAQ:VRME 01 Welcome & Introductions Operations and Strategic Update Financial Review Q&A Closing Remarks 02 03 www.VerifyMe.com 04 05 2 Forward Looking Statements In addition to historical information, this presentation contains statements relat |
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| November 8, 2023 |
Exhibit 10.3 INDIVIDUAL EMPLOYMENT AGREEMENT BETWEEN TRUST CODES GLOBAL LIMITED and PAUL RYAN INDIVIDUAL EMPLOYMENT AGREEMENT THIS AGREEMENT is made this day of 1st March 2023 BETWEEN TRUST CODES GLOBAL LIMITED (‘the Employer’) AND PAUL RYAN (‘the Employee’) THE PARTIES AGREE: 1 COMMENCEMENT 1.1 This Agreement comes into force on the date specified in item 1 of Schedule 1 (‘the Commencement Date’) |
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| November 8, 2023 |
VerifyMe Reports Third Quarter 2023 Financial Results Exhibit 99.1 VerifyMe Reports Third Quarter 2023 Financial Results · Quarterly revenue of $5.6 million in Q3 2023, compared to $5.2 million in Q3 2022 · Gross Profit of $2.3 million or 41% in Q3 2023, compared to $1.9 million or 36% in Q3 2022 · Net loss of ($0.9) million in Q3 2023, compared to a net loss of ($0.6) million in Q3 2022 · Adjusted EBITDA(1) of $0.2 million in Q3 2023, compared to Ad |
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| November 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark one) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-39332 VERIFY |
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| November 8, 2023 |
Exhibit 10.1 Amended and Restated Loan Agreement THIS AMENDED AND RESTATED LOAN AGREEMENT (the “Agreement”), is entered into as of October 31, 2023, between PERISHIP GLOBAL LLC, a Delaware limited liability company (the “Borrower”), with an address at 801 INTERNATIONAL PARKWAY FL 5, LAKE MARY, FLORIDA 32746, and PNC BANK, NATIONAL ASSOCIATION (the “Bank”), with an address at 200 Lake Drive East, 3 |
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| November 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): November 8, 2023 VerifyMe, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39332 23-3023677 (State or other jurisdiction of incorporation) (Commission File Numb |
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| September 1, 2023 |
VRME / VerifyMe Inc / GELLER MARSHALL S - AMENDMENT NO. 1 Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1) Under the Securities Exchange Act of 1934 VerifyMe, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 92346X2062 (CUSIP Number) Adam Stedham 801 International Parkway Fifth Floor Lake Mary, FL 32746 (585) 736-9400 (Name, Address and Telephone Number of |
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| August 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): August 25, 2023 VerifyMe, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39332 23-3023677 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| August 28, 2023 |
Exhibit 10.1 CONVERTIBLE NOTE PURCHASE AGREEMENT This Convertible Note Purchase Agreement, dated as of August 25, 2023 (this “Agreement”), is entered into by and among VerifyMe, Inc., a Nevada corporation (the “Company”), and the persons and entities listed on the schedule of purchasers attached hereto as Schedule I (each an “Purchaser” and, collectively, the “Purchasers”). RECITALS A. On the term |
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| August 28, 2023 |
Exhibit 10.2 THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REG |
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| August 28, 2023 |
Leadership Team Leads $1.1 Million Convertible Note Capital Raise Exhibit 99.1 Leadership Team Leads $1.1 Million Convertible Note Capital Raise Lake Mary, FL – August 28, 2023 – PRNewswire — VerifyMe, Inc. (NASDAQ: VRME) together with its subsidiaries, Trust Codes Global Limited (“Trust Codes Global”) and PeriShip Global LLC (“PeriShip Global”), (together “VerifyMe,” “we,” “our,” or the “Company”) provides brand owners time and temperature sensitive logistics, |
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| August 10, 2023 |
VerifyMe Reports Second Quarter 2023 Financial Results Exhibit 99.1 VerifyMe Reports Second Quarter 2023 Financial Results · Quarterly revenue of $5.3 million in Q2 2023, compared to $4.5 million in Q2 2022 · Net loss of $0.9 million in Q2 2023, compared to a net loss of $12.6 million in Q2 2022 (inclusive of write off of $11.2 million related to the SPAC) · Adjusted EBITDA(1) of ($0.4) million in Q2 2023, primarily due to acquisition, integration and |
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| August 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark one) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-39332 VERIFYME, I |
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| August 10, 2023 |
Exhibit 10.3 VERIFYME, INC. 2020 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT This Restricted Stock Unit Award Agreement (this “Award Agreement”) is made and entered into as of July 20, 2023 (the “Date of Grant”), by and between VerifyMe, Inc. (the “Company”) and [] (the “Participant”). Capitalized terms not defined in this Award Agreement shall have the respective meanings given su |
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| August 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): August 10, 2023 VerifyMe, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39332 23-3023677 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| August 10, 2023 |
Exhibit 10.2 VERIFYME, INC. 2020 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT This Restricted Stock Unit Award Agreement (this “Award Agreement”) is made and entered into as of June 19, 2023 (the “Date of Grant”), by and between VerifyMe, Inc. (the “Company”) and Adam Stedham (the “Participant”). Capitalized terms not defined in this Award Agreement shall have the respective meaning |
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| August 10, 2023 |
Exhibit 99.2 Protect your brand. Grow your business. Second Quarter 2023 Investor Conference Call August 10, 2023 www.VerifyMe.com NASDAQ:VRME 1 Agenda NASDAQ:VRME 01 Welcome & Introductions Operations and Strategic Update Financial Review Q&A Closing Remarks 02 03 www.VerifyMe.com 04 05 2 Forward Looking Statements In addition to historical information, this presentation contains statements relat |
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| July 21, 2023 |
Exhibit 10.4 VERIFYME, INC. 2020 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT This Restricted Stock Unit Award Agreement (this “Award Agreement”) is made and entered into as of July 31, 2023 (the “Date of Grant”), by and between VerifyMe, Inc. (the “Company”) and Margaret Gezerlis (the “Participant”). Capitalized terms not defined in this Award Agreement shall have the respective me |
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| July 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): July 17, 2023 VerifyMe, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39332 23-3023677 (State or other jurisdiction of incorporation) (Commission File Number) |
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| July 21, 2023 |
Exhibit 10.1 Separation Agreement and Release of All Claims Keith Goldstein (“Employee”) and VerifyMe, Inc., a Nevada corporation (the “Company”) make this Separation Agreement and Release of All Claims (this “Agreement”) for Employee’s mutual and orderly separation from employment with the Company. Employee and the Company will be referred to herein collectively as the “Parties.” WHEREAS, Employe |
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| July 21, 2023 |
Exhibit 10.3 Separation Agreement and Release of All Claims Margaret Gezerlis (“Employee”) and VerifyMe, Inc., a Nevada corporation (the “Company”) make this Separation Agreement and Release of All Claims (this “Agreement”) for Employee’s mutual and orderly separation from employment with the Company. Employee and the Company will be referred to herein collectively as the “Parties.” WHEREAS, Emplo |
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| July 21, 2023 |
Exhibit 10.2 VERIFYME, INC. 2020 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT This Restricted Stock Unit Award Agreement (this “Award Agreement”) is made and entered into as of July 31, 2023 (the “Date of Grant”), by and between VerifyMe, Inc. (the “Company”) and Keith Goldstein (the “Participant”). Capitalized terms not defined in this Award Agreement shall have the respective mean |
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| July 14, 2023 |
VerifyMe Announces Strategic Reorganization Exhibit 99.1 VerifyMe Announces Strategic Reorganization Lake Mary, FL – July 14, 2023 – PRNewswire — VerifyMe, Inc. (NASDAQ: VRME) together with its subsidiaries, Trust Codes Global Limited (“Trust Codes Global”) and PeriShip Global LLC (“PeriShip Global”), (together “VerifyMe,” “we,” “our,” or the “Company”) provides brand owners time and temperature sensitive logistics, supply chain traceabilit |
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| July 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): July 10, 2023 VerifyMe, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39332 23-3023677 (State or other jurisdiction of incorporation) (Commission File Number) |
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| June 23, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) VerifyMe, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.001 par value p |
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| June 23, 2023 |
As filed with the Securities and Exchange Commission on June 23, 2023 As filed with the Securities and Exchange Commission on June 23, 2023 Registration Statement No. |
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| June 23, 2023 |
Second Amendment to the VerifyMe, Inc. 2020 Equity Incentive Plan Exhibit 4.6 SECOND AMENDMENT TO THE VERIFYME, INC. 2020 EQUITY INCENTIVE PLAN The VerifyMe, Inc. 2020 Equity Incentive Plan (the “Plan”) is hereby amended as follows, effective June 6, 2023: 1. Section 5.1(a) of the Plan is hereby amended and restated in its entirety to provide as follows: “(a) Available Shares. Subject to adjustment as provided in Section 12, the maximum number of shares of Commo |
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| June 8, 2023 |
Joint Filing Agreement among the Reporting Persons Exhibit 99.1 JOINT FILING AGREEMENT AMONG MARSHALL S. GELLER AND THE GELLER LIVING TRUST, DATED JULY 26, 2002 WHEREAS, in accordance with Rule 13d-1(k) under the Securities and Exchange Act of 1934, as amended (the “Act”), only one joint Statement and any amendments thereto need be filed whenever one or more persons are required to file such a Statement or any amendments thereto pursuant to Sectio |
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| June 8, 2023 |
VRME / VerifyMe Inc / GELLER MARSHALL S Activist Investment SC 13D 1 b526230sc13d.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. ) Under the Securities Exchange Act of 1934 VerifyMe, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 92346X2062 (CUSIP Number) Margaret Gezerlis 801 International Parkway Fifth Floor Lake Mary, FL 32746 (585) 736-9400 (Name, Ad |
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| June 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): June 6, 2023 VerifyMe, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39332 23-3023677 (State or other jurisdiction of incorporation) (Commission File Number) |
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| May 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): May 24, 2023 VerifyMe, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39332 23-3023677 (State or other jurisdiction of incorporation) (Commission File Number) |
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| May 31, 2023 |
Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is entered into as of June 19, 2023 (the “Effective Date”), by and between VerifyMe, Inc., a Nevada corporation (the “Company”), and Adam Stedham (the “Executive”). Some of the terms of this Employment Agreement are in the attached schedule (the “Schedule”), which is part of this Agreement. WHEREAS, in its business, the |
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| May 31, 2023 |
VerifyMe Appoints new Chief Executive Officer Exhibit 99.1 VerifyMe Appoints new Chief Executive Officer Lake Mary, FL – May 31, 2023 – PRNewswire — VerifyMe, Inc. (NASDAQ: VRME) together with its subsidiaries, Trust Codes Global Limited (“Trust Codes Global”) and PeriShip Global LLC (“PeriShip Global”), (together “VerifyMe,” “we,” “our,” or the “Company”) provides brand owners time and temperature sensitive logistics, supply chain traceabili |
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| May 11, 2023 |
VerifyMe Reports First Quarter 2023 Financial Results Exhibit 99.1 VerifyMe Reports First Quarter 2023 Financial Results · Quarterly revenue of $5.7 million in Q1 2023, compared to $0.2 million in Q1 2022 · Net loss of $1.6 million in Q1 2023, compared to a net loss of $1.4 million in Q1 2022 · Adjusted EBITDA(1) of ($0.5) million in Q1 2023, compared to ($1.1) million in Q1 2022 · Cash of $3.1 million as of March 31, 2023 Lake Mary, FL – May 11, 202 |
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| May 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark one) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-39332 VERIFYME, |
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| May 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): May 11, 2023 VerifyMe, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39332 23-3023677 (State or other jurisdiction of incorporation) (Commission File Number) |
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| April 24, 2023 |
Fiscal 2022 Annual ReportEnd-To-End Logistics Management and Advanced Product Traceability SolutionsSEC FORM 10-K This page intentionally left blank. |
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| April 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by Registrant þ Filed by Party other than Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) þ D |
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| April 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by Registrant þ Filed by Party other than Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ D |
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| March 28, 2023 |
VerifyMe Reports Positive Net Income in Fourth Quarter 2022 Financial Results Exhibit 99.1 VerifyMe Reports Positive Net Income in Fourth Quarter 2022 Financial Results · Quarterly revenue of $9.7 million in Q4 2022, compared to $0.3 million in Q4 2021 · Net income of $0.1 million in Q4 2022, compared to Net loss of $1.0 million in Q4 2021 · Adjusted EBITDA(1) of $0.7 million in Q4 2022, compared to ($0.8) million in Q4 2021 · Cash of $3.4 million as of December 31, 2022 · |
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| March 28, 2023 |
Subsidiaries of VerifyMe, Inc. Exhibit 21.1 SUBSIDIARIES OF VERIFYME, INC. The following is a list of our subsidiaries as of December 31, 2022 that are required to be disclosed pursuant to Item 601(b)(21) of Regulation S-K. Subsidiary Company Jurisdiction of Organization PeriShip Global, LLC Delaware |
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| March 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): March 28, 2023 VerifyMe, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39332 23-3023677 (State or other jurisdiction of incorporation) (Commission File Number |
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| March 28, 2023 |
Exhibit 4.8 DESCRIPTION OF SECURITIES The following is a brief description of (i) the common stock, par value $0.001 per share (the “common stock”) and (ii) warrants to purchase common stock (the “warrants”), of VerifyMe, Inc. (the “Company,” “we,” “our” or “us”), which are the only securities of the Company registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended. This |
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| March 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission File Number 001-39332 VERIFYME, INC. |
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| March 20, 2023 |
Exhibit 10.2 VERIFYME, INC. 2020 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT This Restricted Stock Unit Award Agreement (this “Award Agreement”) is made and entered into as of March 15, 2023 (the “Date of Grant”), by and between VerifyMe, Inc. (the “Company”) and Patrick White (the “Participant”). Capitalized terms not defined in this Award Agreement shall have the respective meani |
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| March 20, 2023 |
VerifyMe Announces Leadership Change Exhibit 99.1 VerifyMe Announces Leadership Change Lake Mary, FL – March 16, 2023 – PRNewswire — VerifyMe, Inc. (NASDAQ: VRME) together with its subsidiaries, Trust Codes Global Limited (“Trust Codes Global”) and PeriShip Global LLC (“PeriShip Global”), (together “VerifyMe,” “we,” “our,” or the “Company”) provides brand owners time and temperature sensitive logistics, supply chain traceability and |
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| March 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): March 14, 2023 VerifyMe, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39332 23-3023677 (State or other jurisdiction of incorporation) (Commission File Number |
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| March 20, 2023 |
Exhibit 10.3 VERIFYME, INC. 2020 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT This Restricted Stock Unit Award Agreement (this “Award Agreement”) is made and entered into as of March 15, 2023 (the “Date of Grant”), by and between VerifyMe, Inc. (the “Company”) and Scott N. Greenberg (the “Participant”). Capitalized terms not defined in this Award Agreement shall have the respective |
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| March 20, 2023 |
Exhibit 10.1 Separation Agreement and Release of All Claims Patrick White (“Employee”) and VerifyMe, Inc., a Nevada corporation (the “Company”) make this Separation Agreement and Release of All Claims (this “Agreement”) for Employee’s mutual and orderly separation from employment with the Company. Employee and the Company will be referred to herein collectively as the “Parties.” WHEREAS, Employee |
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| March 2, 2023 |
Exhibit 10.1 ASSET PURCHASE AGREEMENT by and among Trust Codes Global Limited, VerifyMe, Inc., Trust Codes Limited, and Signum Holdings Limited Dated March 1, 2023 (New York time) Warning New Zealand law normally requires people who offer financial products to give information to investors before they invest. This requires those offering financial products to have disclosed information that is imp |
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| March 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): March 1, 2023 VerifyMe, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39332 23-3023677 (State or other jurisdiction of incorporation) (Commission File Number) |
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| March 2, 2023 |
Exhibit 99.1 VerifyMe Acquires Assets of Digital Identity Brand Protection Company, Trust Codes Limited Strategic acquisition increases VerifyMe’s service offerings, and geographic markets Lake Mary, FL – March 2, 2023 – PRNewswire — VerifyMe, Inc. (NASDAQ: VRME) together with its subsidiary PeriShip Global LLC (“PeriShip Global”), (together “VerifyMe,” “we,” “our,” or the “Company”) provides bran |
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| November 10, 2022 |
Exhibit 10.1 Certain information in this exhibit marked [*] has been excluded from the exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT THIS AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT (this ?Amendment?), made effective as of the date of October 1, 2022 (?Effective Date?) is entered into by and |
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| November 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark one) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-39332 VERIFY |
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| November 10, 2022 |
VerifyMe Reports Third Quarter 2022 Financial Results and Positive Outlook Exhibit 99.1 VerifyMe Reports Third Quarter 2022 Financial Results and Positive Outlook ? Quarterly revenue of $5.2 million, compared to $0.3 million in Q3 2021 ? Net Loss of $0.6 million in Q3 2022, compared to Net Income of $7.2 million in Q3 2021 (inclusive of non-cash gain on equity investment of $8.2 million related to the SPAC in Q3 2021) ? Adjusted EBITDA(1) of ($0.2) million, compared to ( |
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| November 10, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): November 10, 2022 VerifyMe, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39332 23-3023677 (State or other jurisdiction of incorporation) (Commission File Num |
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| September 27, 2022 |
Exhibit 10.6 Security Agreement THIS SECURITY AGREEMENT (this ?Agreement?), dated as of September 15, 2022, is made by and between VERIFYME, INC. (the ?Grantor?), with an address at CLINTON SQUARE, 75 S CLINTON AVE STE 510, ROCHESTER, NY 14604-1710, and PNC BANK, NATIONAL ASSOCIATION (the ?Bank?), with an address at 200 Lake Drive East, 3rd Floor, Cherry Hill, New Jersey 08002. Under the terms her |
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| September 27, 2022 |
Exhibit 99.1 VerifyMe Subsidiary Enters into a $2 million Term Loan Agreement and a $1 million line of credit with PNC Bank and Repays $2.0 million promissory note from PeriShip Acquisition Rochester, NY ? September 27, 2022 ? PRNewswire ? VerifyMe, Inc. (NASDAQ: VRME) (?VerifyMe,? ?we,? ?our,? or the ?Company?), together with its wholly owned subsidiary PeriShip Global LLC (?PeriShip?), provides |
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| September 27, 2022 |
Exhibit 10.1 Loan Agreement THIS LOAN AGREEMENT (the ?Agreement?), is entered into as of September 15, 2022, between PERISHIP GLOBAL LLC, a Delaware limited liability company (the ?Borrower?), with an address at 265 EAST MAIN ST, BRANFORD, CONNECTICUT 06405-3125, and PNC BANK, NATIONAL ASSOCIATION (the ?Bank?), with an address at 200 Lake Drive East, 3rd Floor, Cherry Hill, New Jersey 08002. The B |
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| September 27, 2022 |
Exhibit 10.4 Guaranty and Suretyship Agreement THIS GUARANTY AND SURETYSHIP AGREEMENT (this ?Guaranty?) is made and entered into as of September 15, 2022, by VERIFYME, INC. (the ?Guarantor?), with an address at CLINTON SQUARE, 75 SOUTH CLINTON AVENUE SUITE 510, ROCHESTER, NEW YORK 14604-1710, in consideration of the extension of credit by PNC BANK, NATIONAL ASSOCIATION (the ?Bank?), with an addres |
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| September 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): September 21, 2022 VerifyMe, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39332 23-3023677 (State or other jurisdiction of incorporation) (Commission File Nu |
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| September 27, 2022 |
Exhibit 10.3 Revolving Line of Credit Note (Daily SOFR) $1,000,000.00 September 15, 2022 FOR VALUE RECEIVED, PERISHIP GLOBAL LLC (the ?Borrower?), with an address at 265 EAST MAIN ST, BRANFORD, CONNECTICUT 06405-3125, promises to pay to the order of PNC BANK, NATIONAL ASSOCIATION (the ?Bank?), in lawful money of the United States of America in immediately available funds at its offices located at |
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| September 27, 2022 |
Exhibit 10.2 Term Note (Daily SOFR) $2,000,000.00 September 15, 2022 FOR VALUE RECEIVED, PERISHIP GLOBAL LLC (the ?Borrower?), with an address at 265 EAST MAIN ST, BRANFORD, CONNECTICUT 06405-3125, promises to pay to the order of PNC BANK, NATIONAL ASSOCIATION (the ?Bank?), in lawful money of the United States of America in immediately available funds at its offices located at 200 Lake Drive East, |
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| September 27, 2022 |
Exhibit 10.5 Security Agreement THIS SECURITY AGREEMENT (this ?Agreement?), dated as of September 15, 2022, is made by and between PERISHIP GLOBAL LLC (the ?Grantor?), with an address at 265 E MAIN ST, BRANFORD, CT 06405-3125, and PNC BANK, NATIONAL ASSOCIATION (the ?Bank?), with an address at 200 Lake Drive East, 3rd Floor, Cherry Hill, New Jersey 08002. Under the terms hereof, the Bank desires t |
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| August 31, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): August 25, 2022 VerifyMe, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39332 23-3023677 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| August 31, 2022 |
Exhibit 99.1 VerifyMe Enters into Multi-Year Contract Extension with Strategic Partner and Largest Customer of PeriShip Rochester, NY ? August 31, 2022 ? PRNewswire ? VerifyMe, Inc. (NASDAQ: VRME) (?VerifyMe,? ?we,? ?our,? or the ?Company?), together with its subsidiary PeriShip Global LLC (?PeriShip?), provides brand owners time and temperature sensitive logistics, authentication, supply chain mo |
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| August 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-39332 VERIFYME, INC. (Exact Nam |
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| August 15, 2022 |
Exhibit 10.14 FedEx Contract No.: 19-0966 PROFESSIONAL SERVICES AGREEMENT THIS PROFESSIONAL SERVICES AGREEMENT (the ?Agreement?) is made effective as of the Effective Date (as defined below) by and between FedEx Corporate Services, Inc. (?FedEx?) and Periship, LLC (?Contractor?). RECITALS 1. FedEx desires to engage Contractor to perform the services described in this Agreement. 2. Contractor is wi |
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| August 15, 2022 |
Exhibit 10.15 FedEx Transportation Services Agreement Customer Name: PERISHIP Effective Date: See Below (?Effective Date?) Customer, including any of its divisions, subsidiaries and affiliates, a majority (defined as 51%) of whose voting stock is directly or indirectly owned by Customer (?Customer? herein), and FedEx agree to enter into this FedEx Transportation Services Agreement (the ?Agreement? |
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| August 15, 2022 |
VerifyMe Reports Significant Revenue Growth in Second Quarter 2022 Results Exhibit 99.1 VerifyMe Reports Significant Revenue Growth in Second Quarter 2022 Results ? Quarterly revenue of $4.5 million, compared to $0.1 million in Q2 2021 ? Significant growth from acquisition while continuing organic growth trend ? Net Loss of $12.6 million in Q2 2022 (inclusive of non-cash write off of $11.2 million related to the SPAC), compared to $1.4 million in Q2 2021 ? Adjusted EBITD |
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| August 15, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): August 15, 2022 VerifyMe, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39332 23-3023677 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| July 7, 2022 |
VerifyMe, Inc. 2,923,792 Shares of Common Stock Offered by the Selling Stockholder Filed Pursuant to Rule 424(b)(3) Registration No. 333-265852 PROSPECTUS VerifyMe, Inc. 2,923,792 Shares of Common Stock Offered by the Selling Stockholder The selling stockholder may offer and sell up to 2,923,792 shares in the aggregate of common stock identified above, of which 786,896 shares are presently issued and outstanding and 2,136,896 shares are issuable upon the exercise of outstanding |
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| July 1, 2022 |
VerifyMe Announces SPAC Liquidation and Initiates New Share Repurchase Program Exhibit 99.1 VerifyMe Announces SPAC Liquidation and Initiates New Share Repurchase Program Rochester, NY ? July 1, 2022 ? PRNewswire ? VerifyMe, Inc. (NASDAQ: VRME) (?VerifyMe,? ?we,? ?our,? or the ?Company?), together with its subsidiary PeriShip Global LLC (?PeriShip?), provides brand owners time and temperature sensitive logistics, authentication, supply chain monitoring, and data-rich consume |
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| July 1, 2022 |
VerifyMe, Inc. 75 S. Clinton Ave., Suite 510 Rochester, NY 14604 VerifyMe, Inc. 75 S. Clinton Ave., Suite 510 Rochester, NY 14604 July 1, 2022 VIA EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: VerifyMe, Inc. Registration Statement on Form S-3 (File No. 333-265852) Ladies and Gentlemen: In accordance with Rule 461 promulgated under the Securities Act of 1933, as amended, VerifyMe, Inc. |
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| July 1, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): June 30, 2022 VerifyMe, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39332 23-3023677 (State or other jurisdiction of incorporation) (Commission File Number) |
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| June 30, 2022 |
United States securities and exchange commission logo June 30, 2022 Patrick White Chief Executive Officer VerifyMe, Inc. |
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| June 28, 2022 |
June 28, 2022 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: VerifyMe, Inc. Registration Statement on Form S-3 File No. 333-265852 Ladies and Gentlemen: Reference is made to the Registration Statement on Form S-3 (File No. 333-265852) filed by VerifyMe, Inc. on June 27, 2022 (the ?Registration Statement?). Pursuant to Rule 473(c) of the Securities Act o |
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| June 27, 2022 |
Exhibit 107 Calculation of Filing Fee Tables S-3 (Form Type) VerifyMe, Inc. (Exact Name of Registrant as Specified in its Charter) Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit (1) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, $0.001 par value per share |
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| June 27, 2022 |
Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VERIFYME, INC. (Exact Name of Registrant as Specified in Its Charter) Nevada 23-3023677 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 75 S. Clinton Ave., Suite 510 Rochester, NY 14604 (58 |
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| June 23, 2022 |
EX-FILING FEES 5 ex107.htm EXHIBIT 107 Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) VerifyMe, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee |
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| June 23, 2022 |
Exhibit 99.1 PeriShip, LLC Audited Financial Statements As of and For the Years Ended December 31, 2021 and 2020 PeriShip, LLC Table of Contents Page REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM F-1 (PCAOB ID 206) Financial Statements Balance Sheets F-2 Statements of Operations F-3 Statements of Cash Flows F-4 Statements of Members? Equity F-5 Notes to Financial Statements F-6 REPORT OF |
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| June 23, 2022 |
EX-99.3 4 ex993.htm EXHIBIT 99.3 Exhibit 99.3 PeriShip, LLC Unaudited Pro Forma Consolidated Balance Sheet And Unaudited Pro Forma Consolidated Statement of Operations On April 22, 2022, VerifyMe, Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Agreement”) by and among the Company, PeriShip Global, LLC, a Delaware limited liability company and wholly owned subsidiary of the Com |
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| June 23, 2022 |
Exhibit 99.2 PeriShip, LLC Unaudited Financial Statements As of and For the Three Months Ended March 31, 2022 and 2021 PeriShip, LLC Table of Contents Page Financial Statements Balance Sheets F-1 Statements of Operations F-2 Statements of Cash Flows F-3 Statements of Members? Equity F-4 Notes to Financial Statements F-5 PeriShip, LLC Balance Sheets In thousands As of March 31, 2022 December 31, 20 |
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| June 23, 2022 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A Amendment No. 1 Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 22, 2022 VERIFYME, INC. (Exact Name of Registrant as Specified in Its Charter) Nevada 001-39332 23-3023677 (State or Other Jurisdiction of Incorporation or Org |
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| June 23, 2022 |
As filed with the Securities and Exchange Commission on June 23, 2022 Registration Statement No. |
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| June 23, 2022 |
Exhibit 4.5 FIRST AMENDMENT TO THE VERIFYME, INC. 2020 EQUITY INCENTIVE PLAN The VerifyMe, Inc. 2020 Equity Incentive Plan (the ?Plan?) is hereby amended as follows, effective June 9, 2022: 1. Section 5.1(a) of the Plan is hereby amended and restated in its entirety to provide as follows: ?(a) Available Shares. Subject to adjustment as provided in Section 12, the maximum number of shares of Common |
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| June 15, 2022 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): June 9, 2022 VerifyMe, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39332 23-3023677 (State or other jurisdiction of incorporation) (Commission File Number) |
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| May 25, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): May 25, 2022 VerifyMe, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39332 23-3023677 (State or other jurisdiction of incorporation) (Commission File Number) |
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| May 25, 2022 |
Exhibit 99.1 May 25, 2022 NASDAQ:VRME Protect your brand. Grow your business. www.VerifyMe.com Confidential Property of VerifyMe NASDAQ:VRME FORWARD - LOOKING STATEMENTS 2 In addition to historical information, this presentation contains statements relating to the integration of PeriShip , LLC, which was recently acquired by the Company, anticipated synergies of the acquisition, revenue opportunit |
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| May 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-39332 VERIFYME, INC. (Exact Na |
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| May 11, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): May 11, 2022 VerifyMe, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39332 23-3023677 (State or other jurisdiction of incorporation) (Commission File Number) |
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| May 11, 2022 |
VerifyMe Reports First Quarter 2022 Results and Future Outlook Exhibit 99.1 VerifyMe Reports First Quarter 2022 Results and Future Outlook ? Quarterly revenue of $161 thousand, compared to $188 thousand in Q1 2021 ? Second Quarter revenue expected to have significant organic and acquisition growth ? Closing of transformative PeriShip acquisition in April 2022 Rochester, NY ? PRNewswire ? May 11, 2022 ? VerifyMe, Inc. (NASDAQ: VRME) (?VerifyMe,? ?we,? ?our,? o |
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| April 26, 2022 |
Exhibit 10.6 EMPLOYMENT AGREEMENT This Employment Agreement (this ?Agreement?) is entered into as of April 22, 2022 (the ?Effective Date?), by and between PeriShip Global LLC, a Delaware limited liability company (the ?Company?), and Fred Volk III (the ?Executive?). Some of the terms of this Employment Agreement are in the attached schedule (the ?Schedule?), which is part of this Agreement. WHEREA |
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| April 26, 2022 |
Exhibit 10.3 GUARANTY THIS GUARANTY (this ?Guaranty?) is made as of the 22nd day of April, 2022, by VERIFYME, INC., a Nevada corporation having its principal place of business located at 75 South Clinton Avenue, Suite 510, Rochester, New York 14604 (?Guarantor?), in favor of PERISHIP, LLC, a Connecticut limited liability company having its principal offices located at 265 East Main Street, Branfor |
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| April 26, 2022 |
Transition Services Agreement, dated April 22, 2022 Exhibit 10.4 TRANSITION SERVICES AGREEMENT This Transition Services Agreement, dated as of April 22, 2022 (this ?Agreement?), is entered into by and between PeriShip Global LLC, a Delaware limited liability company (?Buyer?), PeriShip, LLC, a Connecticut limited liability company (the ?Company?), and Luciano Morra, an individual (?Morra,? and, together with the Company, ?Seller?). RECITALS WHEREAS |
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| April 26, 2022 |
EX-10.5 6 ex105.htm EXHIBIT 10.5 Exhibit 10.5 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is entered into as of April 22, 2022 (the “Effective Date”), by and between PeriShip Global LLC, a Delaware limited liability company (the “Company”), and Curt Kole (the “Executive”). Some of the terms of this Employment Agreement are in the attached schedule (the “Schedule”), which is p |
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| April 26, 2022 |
Exhibit 99.2 PeriShip Acquisition Investor Call April 2022 NASDAQ:VRME Protect your brand. Grow your business. www.VerifyMe.com Confidential Property of VerifyMe NASDAQ:VRME FORWARD - LOOKING STATEMENTS 2 In addition to historical information, this presentation contains statements relating to the acquisition of PeriShip, LLC by VerifyMe, Inc . and integration of the two companies, anticipated syne |
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| April 26, 2022 |
Exhibit 10.8 VERIFYME, INC. 2020 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT This Restricted Stock Unit Award Agreement (this ?Award Agreement?) is made and entered into as of [ ] (the ?Date of Grant?), by and between VerifyMe, Inc. (the ?Company?) and [ ] (the ?Participant?). Capitalized terms not defined in this Award Agreement shall have the respective meanings given such terms |
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| April 26, 2022 |
EX-10.9 10 ex109.htm EXHIBIT 10.9 Exhibit 10.9 INDENTURE OF LEASE THIS INDENTURE OF LEASE (the “Lease”) is made as of this 22nd day of April, 2022, by and between MORDO, LLC, a Connecticut limited liability company with a business address of 138 Catullo Drive, Guilford, CT 06473 (the “Landlord”), and PERISHIP GLOBAL LLC, a Delaware limited liability company with a business address of 265 East Main |
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| April 26, 2022 |
Exhibit 10.2 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND MAY NOT BE TRANSFERRED UNLESS AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE AND THE PROVISIONS OF SECTION 7 OF THIS NOTE ARE COMPLIED WITH. PROMISSORY NOTE $2,000,000 Rochester, New York April 22, 2022 FOR VALUE RECEIVED, PeriShip Global LLC, a Delaw |
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| April 26, 2022 |
Exhibit 99.1 VerifyMe Acquires Assets of Logistics Management Company, PeriShip, LLC Combined annual revenues expected to exceed $25.0 million Strategic acquisition increases and diversifies VerifyMe’s revenue, gross profitability, service offerings, industry verticals, and customer base Rochester, NY – April 25, 2022 – PRNewswire – VerifyMe, Inc. (NASDAQ: VRME) (“VerifyMe,” “we,” “our,” or the “C |
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| April 26, 2022 |
Exhibit 10.7 EMPLOYMENT AGREEMENT This Employment Agreement (this ?Agreement?) is entered into as of April 22, 2022 (the ?Effective Date?), by and between PeriShip Global LLC, a Delaware limited liability company (the ?Company?), and Jack Wang (the ?Executive?). Some of the terms of this Employment Agreement are in the attached schedule (the ?Schedule?), which is part of this Agreement. WHEREAS, t |
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| April 26, 2022 |
Exhibit 10.1 ASSET PURCHASE AGREEMENT by and among PeriShip Global LLC, VerifyMe, Inc., PeriShip, LLC, and Luciano Morra Dated April 22, 2022 Table of Contents Article I. THE TRANSACTION 4 1.1 Purchase and Sale of Acquired Assets 4 1.2 Purchase Price 9 1.3 Closing Statement; Adjustment 10 Article II. CLOSING 12 2.1 Closing Date 12 2.2 Closing Deliveries 12 Article III. REPRESENTATIONS AND WARRANTI |
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| April 26, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): April 22, 2022 VerifyMe, Inc. (Exact name of registrant as specified in its charter) Nevada 001-39332 23-3023677 (State or other jurisdiction of incorporation) (Commission File Number |
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| April 26, 2022 |
Exhibit 10.10 UNCONDITIONAL LEASE GUARANTY WHEREAS, PERISHIP GLOBAL LLC, a Delaware limited liability company is desirous of entering into the lease, as tenant (the ?Tenant?) with MORDO LLC, as Landlord (?Landlord?) with respect to the premises in the Town of Branford, County of New Haven and State of Connecticut known as 265 East Main Street, and more specifically described in said lease (?Lease? |
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| April 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by Registrant ? Filed by Party other than Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? D |
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| April 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by Registrant ? Filed by Party other than Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? D |
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| April 18, 2022 |
EX-10.1 4 ex101.htm EXHIBIT 10.1 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of April 12, 2022, between VerifyMe, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to th |
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| April 18, 2022 |
VerifyMe Announces $5.0 Million Private Placement Priced At-the-Market Under Nasdaq Rules Exhibit 99.1 VerifyMe Announces $5.0 Million Private Placement Priced At-the-Market Under Nasdaq Rules ROCHESTER, N.Y., April 12, 2022 /PRNewswire/ - VerifyMe, Inc. (NASDAQ: VRME) ("VerifyMe," "we," "our," or the "Company"), providing authentication, supply chain monitoring, and data-rich consumer engagement features using unique smartphone readable codes on their products to brand owners, announc |
