LAKE MARY, Fla.--(BUSINESS WIRE)--
VerifyMe, Inc. (NASDAQ: VRME) (“VerifyMe”), a provider of authentication and precision logistics technologies today announced a planned reverse stock split of its shares of common stock at a ratio of 1-for-10.The reverse stock split will take effect as of 12:01 a.m. ET, on September 29, 2026, and shares of VerifyMe will trade on a post-split basis on Nasdaq under the existing trading symbol, “VRME,” at the market open on September 29, 2026.
At the Company’s Annual Meeting of Stockholders held October 8, 2025, stockholders approved an amendment to the Company’s amended and restated articles of incorporation to implement a reverse stock split in a range of 1-for-2 to 1-for-10 and granted the board of directors the authority to implement and determine the exact split ratio within such range, which was subsequently set by the board at 1-for-10. Following the reverse stock split, the new CUSIP number of the common stock will be 92346X305, with the par value per share of common stock remaining at $0.001. A proportionate adjustment will be made to the per-share exercise prices and number of shares issuable under all outstanding warrants and equity awards.
When the reverse stock split becomes effective, every 10 shares of the Company’s issued and outstanding common stock will be combined into one share of common stock. Each stockholder’s percentage ownership interest in VerifyMe will remain unchanged after the reverse stock split. Any fractional shares resulting from the reverse stock split will be rounded up to the nearest whole share of common stock. The reverse stock split will not reduce the number of authorized shares of common stock.
As previously disclosed, on September 18, 2026, VerifyMe’s board of directors declared a special cash dividend of $0.15 per share (the “Dividend”), to be distributed pro-rata per share of VerifyMe common stock to (i) holders of common stock, and (ii) holders of the Series B Convertible Preferred Stock, par value $0.001 per share, on an as-converted basis. Payment of the Dividend is conditioned upon the closing of the previously announced proposed merger with Open World Ltd., pursuant to the Agreement and Plan of Merger, as amended (the “Merger”), which remains subject to the approval of VerifyMe’s stockholders and other closing conditions.The amount payable per share in the Dividend will be adjusted at the same ratio of the Reverse Stock Split such that if the Merger closes and the Dividend becomes payable, each stockholder of record for the Dividend will be entitled to $1.50 per share.
About VerifyMe, Inc.
VerifyMe provides specialized logistics for time and temperature-sensitive products, as well as brand protection and enhancement solutions. To learn more, visit https://www.verifyme.com/.
Forward-Looking Statements
This press release contains forward-looking statements, including with respect to the timing, implementation, and success of the reverse stock split, and performance as a public company. The words “expect,” “plan,” “will,” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including market and other conditions and the Company’s ability to achieve its growth objectives. The Company undertakes no obligation to update any such forward-looking statements after the date hereof to conform to actual results or changes in expectations, except as required by law.
For Other Information Contact:
Company: VerifyMe, Inc.
Email: IR@verifyme.com
Source: VerifyMe, Inc.
Key Terms
reverse stock splitfinancial
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
cusip numbertechnical
A CUSIP number is a nine-character code that uniquely identifies a specific U.S. or Canadian stock, bond, or other security, similar to a barcode or a social-security number for a financial instrument. It matters to investors because it removes confusion between similar securities, ensures trades and settlements are applied to the correct issue, and helps locate official documents and transaction records quickly.
par valuefinancial
Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.
convertible preferred stockfinancial
Convertible preferred stock is a special class of company shares that pays priority, usually fixed, payments to holders and can be exchanged later for a set number of common shares. It matters to investors because it combines steady income and added protection with the chance to share in a company’s upside; think of it as a hybrid between a bond that pays regularly and an option to convert into growth-oriented stock, where the conversion rules influence both potential gains and how much common shareholders’ ownership may be reduced.
as-converted basisfinancial
As-converted basis means counting securities that can become common stock—like convertible bonds or preferred shares—as if they already were common shares when calculating totals such as shares outstanding, ownership percentages, or per-share metrics. Investors use it to see the potential dilution and the “what-if” size of the shareholder base; it’s like imagining all restaurant coupons have been redeemed so you know how crowded the table could become and how slices of the pie would shrink.
