Verifyme Inc SEC Filings

VerifyMe, Inc. will hold a virtual annual meeting on October 8, 2025 at 12:00 p.m. Eastern Time where stockholders will vote to elect six directors, approve an advisory say-on-pay vote, and ratify MaloneBailey, LLP as the independent registered public accounting firm.

The record date is August 11, 2025 and there were 12,323,666 shares of common stock outstanding and entitled to vote. The Board recommends voting FOR each director nominee and FOR Proposals Two and Three. Key management and governance disclosures include Adam H. Stedham serving as CEO since June 19, 2023 with disclosed salary and equity awards (including 550,000 PSUs), the appointment of Jennifer Cola as Chief Financial Officer on July 8, 2025 following Nancy Meyers' retirement on July 7, 2025, disclosure that certain PSUs expired in 2025, and that no payments were made under the short-term incentive plan for fiscal 2024.

VerifyMe, Inc. furnished a press release reporting its financial results for the three and six months ended June 30, 2025 and posted slides to the Investor section of its website to accompany an earnings conference call and webcast scheduled for 11:00 a.m. Eastern Time on August 13, 2025. The press release and slides are attached as Exhibits 99.1 and 99.2 to this Current Report; the filing states these exhibits are furnished and are not deemed "filed" for purposes of Section 18 of the Exchange Act. Exhibit 104 (interactive data) is also included.

VerifyMe, Inc. entered a Master Loan Agreement and promissory note with ZenCredit Ventures, LLC to provide up to $2,000,000 in loans. Under the agreement ZenCredit will pay quarterly interest at an annual rate of 16%. The initial promissory note has a nine-month term, at which time all accrued principal and interest become due unless VerifyMe elects to make an Additional Loan under the agreement.

The company funded the maximum amount, issuing a $2,000,000 promissory note to ZenCredit. The filing states the agreement includes customary repayment, default provisions and representations and warranties. A copy of the Loan Agreement will be included as an exhibit to the company’s upcoming quarterly report for the period ending September 30, 2025.

Filing: 8-K/A filed August 7, 2025, amending a prior Current Report.

The Company's Board approved an amendment to the Amended and Restated Bylaws effective July 8, 2025, reducing the quorum at stockholder meetings from a majority to 33 1/3% of shares entitled to vote. The amendment is filed as Exhibit 3.1 and this 8-K/A corrects a typographical error in the Initial Form 8-K; no other changes were made.

VerifyMe, Inc. (NASDAQ: VRME) filed an 8-K disclosing two material corporate events dated July 8, 2025:

• Executive transition – Item 5.02: Jennifer Cola, 55, was promoted from Vice President of Finance (appointed May 9, 2025) to Chief Financial Officer effective July 8, 2025. Her résumé includes CFO of GP Strategies Government Solutions (2024-2025) and senior audit/risk roles at Learning Technologies Group and GP Strategies Corporation (2018-2023). Compensation terms remain unchanged. Former CFO Nancy Meyers retired on July 7, 2025 and will stay on in a limited advisory capacity to ensure an orderly hand-off; the company states there were no disagreements regarding accounting or financial matters.
• Bylaw amendment – Item 5.03: The Board approved an immediate change reducing the shareholder meeting quorum threshold from a majority (>50%) of outstanding shares to 33 %. The full text is filed as Exhibit 3.1.

No financial statements, earnings data, or major transactions were included.

Investors should monitor (1) Ms. Cola’s ability to maintain financial discipline and support growth initiatives and (2) the governance impact of the lower quorum requirement, which may ease meeting logistics but could dilute minority shareholder influence.

VerifyMe, Inc. (VRME) filed a Form 25 through the Nasdaq Stock Market LLC to remove its warrant expiring 6/23/2025 from listing and registration under Section 12(b) of the Securities Exchange Act of 1934.

The notice (Commission File No. 001-39332) confirms that both the Exchange and the issuer have satisfied the procedural requirements of Rules 12d2-2(b) and 12d2-2(c) for voluntary withdrawal. The document was signed on 2025-06-23 by Tara Petta, AVP, on Nasdaq’s behalf. Once the Form 25 becomes effective, the referenced warrant will cease trading on the Nasdaq exchange and its registration under Section 12(b) will be terminated.

VerifyMe, Inc. (VRME) – Form 4 overview: CEO, President and Director Adam H. Stedham reported multiple equity transactions dated 06/19/2025.

• Conversion of RSUs (Code M): 68,027 restricted stock units were converted into common shares at a cost of $0, increasing Stedham’s direct holdings to 435,375 shares.
• Share withholding for taxes (Code F): 26,178 of the newly issued shares were simultaneously withheld at $0.758 per share to satisfy payroll‐tax obligations, leaving the executive with 409,197 directly owned shares.
• Remaining derivative position: • 18,750 time-based RSUs vest on 01/01/2026. • 550,000 performance RSUs vest in three tranches when VRME’s stock trades ≥ $2.21, ≥ $2.94 and ≥ $3.68 for 20 consecutive days, with final vesting on 06/19/2027. • $175,000 8 % convertible note due 08/25/2026 is convertible at $1.15 into 152,174 shares.

Capital-structure implications: If all outstanding derivatives (718,924 shares) ultimately convert, potential dilution is material relative to VRME’s small float. However, most of the RSUs are performance-based, aligning management incentives with share-price appreciation beyond current levels.

Net result of reported transactions: +41,849 common shares were added to insider ownership after tax withholding. No open-market purchase or sale occurred; cash cost to the insider was zero.

Overall, the filing signals routine equity compensation vesting, with sizeable forward-looking performance incentives and a modest immediate dilution effect.