Welcome to our dedicated page for Verifyme SEC filings (Ticker: VRME), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The VerifyMe, Inc. (NASDAQ: VRME) SEC filings page on Stock Titan provides direct access to the company’s regulatory disclosures, along with AI‑powered summaries that help explain their contents in clear language. VerifyMe’s filings offer insight into its operations as a traceability and customer support services provider with Precision Logistics and Authentication segments focused on time‑ and temperature‑sensitive logistics, item‑level traceability, authentication, and brand protection and enhancement solutions.
Investors can review VerifyMe’s annual reports on Form 10‑K and quarterly reports on Form 10‑Q to see segment discussions, risk factors, and management’s analysis of its Precision Logistics and Authentication businesses. These reports also describe relationships with major parcel carriers, the role of subsidiaries such as PeriShip Global and Trust Codes Global, and the use of non‑GAAP measures like EBITDA and Adjusted EBITDA. Stock Titan’s AI tools highlight key sections, such as segment performance, liquidity, and risk disclosures, so readers can quickly understand what is driving results.
Current reports on Form 8‑K are especially important for VRME. Recent 8‑K filings have covered quarterly earnings releases, material agreements (including logistics arrangements with a major parcel carrier and a loan agreement with a borrower), amendments to bylaws, changes in executive officers, and a Nasdaq notice regarding minimum bid price compliance. An 8‑K filed in December 2025 describes the notice from Nasdaq that VerifyMe no longer met the $1.00 minimum bid price requirement and outlines the 180‑day compliance period. Other 8‑Ks detail the outcomes of annual stockholder meetings and governance changes such as reduced quorum requirements.
Filings also document strategic and financing activities. For example, VerifyMe has reported entering into a master loan agreement and promissory note under which it agreed to lend up to a specified amount in exchange for regular quarterly interest payments, and has described agreements that give its PeriShip subsidiary access to designated services of a major parcel carrier at promotional rates for specialized logistics management. AI‑generated overviews on Stock Titan call out these items so users can see how they relate to VerifyMe’s Precision Logistics and Authentication segments.
In addition, proxy materials such as the DEF 14A definitive proxy statement provide detail on the company’s board composition, executive compensation policies, and matters submitted to stockholders, including director elections, advisory votes on compensation, and auditor ratification. For users interested in governance and voting history, AI summaries highlight the key proposals and voting results.
Across all these documents, Stock Titan’s platform surfaces important elements of VerifyMe’s regulatory record—ranging from earnings announcements and carrier relationships to Nasdaq listing notices and bylaw amendments—while AI‑powered summaries help clarify complex sections, allowing investors to navigate VRME’s SEC filings more efficiently.
VerifyMe, Inc. received a notice from Nasdaq that its common stock no longer meets the Nasdaq Capital Market minimum bid price requirement of $1 per share, based on the closing bid price for the last 30 consecutive business days.
The company has a 180-day compliance period, until October 14, 2026, to regain compliance by maintaining a closing bid price of at least $1 per share for a minimum of 10 consecutive business days. If it does not regain compliance by that date, it may qualify for an additional 180-day period if it meets other Nasdaq Capital Market initial listing standards, excluding the bid price, and notifies Nasdaq of its plan to cure the deficiency.
If VerifyMe ultimately fails to meet Nasdaq’s continued listing standards, its common stock could be delisted, although the company would have the right to appeal any delisting determination to a Nasdaq hearings panel. The notice has no immediate effect on the current listing of the company’s common stock, and VerifyMe plans to monitor its share price and consider available options.
VerifyMe, Inc. entered a First Amendment to its Agreement and Plan of Merger with VRME Subsidiary Corp. and Open World, Ltd., effective as of April 13, 2026. The amendment extends the merger outside date from June 30, 2026 to August 31, 2026. The amendment is attached as Exhibit 2.1.
VerifyMe, Inc. has amended its planned merger with Open World Ltd. to extend the deal timeline. Under a First Amendment to the Agreement and Plan of Merger effective April 13, 2026, the outside date for completing the merger was moved from June 30, 2026 to August 31, 2026.
The structure of the transaction remains the same: VRME Subsidiary Corp. will merge with and into Open World, and Open World will become a wholly owned subsidiary of VerifyMe. The amendment is attached as an exhibit and incorporated by reference.
VerifyMe, Inc. seeks shareholder approval to complete a merger with Open World Ltd. that would leave VerifyMe as the surviving public company renamed OpenWorld, Inc. The transaction is structured as a reverse merger in which OpenWorld securityholders are expected to own the majority of the combined company. Closing is conditioned on VerifyMe stockholder approval, OpenWorld shareholder approval, SEC effectiveness of this Form S-4 registration statement, Nasdaq listing approval for the shares to be issued, and other customary conditions. The parties currently expect to complete the merger by August 31, 2026. The merger agreement includes a $500,000 termination fee in certain circumstances and a $400,000 expense reimbursement in specified failure-to-close scenarios.
VerifyMe, Inc. files its annual report and outlines a transformative merger with Open World Ltd. Under their Merger Agreement, Open World holders are expected to own about 90% of the post‑closing common stock, leaving current stockholders with roughly 10%.
The company’s Precision Logistics segment, driven by its PeriShip Global subsidiary, remains the core business, but faces transition risk after FedEx stopped using it as a preferred shipper and a new Strategic Partner relationship ramps up. VerifyMe recorded significant intangible and goodwill impairments in 2024 and 2025 tied to its logistics and authentication businesses.
Recent actions include terminating a $15.8 million at‑the‑market equity program after raising $483 thousand, lending $2 million at 16% interest to ZenCredit Ventures, and granting new employment and severance packages to senior executives that become effective upon the merger closing.
VerifyMe, Inc. reported sharply lower results for Q4 2025 as it transitioned ProActive clients to a new strategic shipping partner. Revenue for the quarter fell to $2.4 million from $7.7 million a year earlier, driving gross profit down to $1.2 million from $2.4 million. Gross margin percentage was 49% versus 32%, reflecting a different mix of ProActive and Premium services and cost reductions under the new shipping agreement.
Operating loss in Q4 2025 widened to $0.7 million from $0.3 million, and net loss was $0.7 million with loss per diluted share steady at $(0.05). Full-year 2025 revenue declined to $16.4 million from $24.2 million, with a net loss of $4.9 million. Adjusted EBITDA for Q4 2025 was near breakeven at $(0.1) million, and for the full year was $1.0 million. At December 31, 2025, VerifyMe reported cash of $4.4 million, working capital of $5.7 million, and 13,071,601 common shares outstanding, and it highlighted progress toward a previously announced merger agreement.
VerifyMe, Inc. entered into a definitive Agreement and Plan of Merger with its wholly owned Merger Sub and Open World Ltd., under which Open World will become a wholly owned subsidiary in an all‑stock transaction. Immediately after closing, current VerifyMe stockholders are expected to own about 10% of the combined company, while Open World shareholders and SAFE investors will receive newly issued VerifyMe common stock representing about 90% of the post-closing shares.
The deal is subject to numerous conditions, including effectiveness of a Form S-4 registration statement and proxy, required stockholder approvals, Nasdaq approval of the post-merger listing, termination of a PeriShip credit facility, a potential reverse stock split at Open World’s request, and VerifyMe meeting a minimum $1 million Closing Net Cash test. VerifyMe terminated its previously established $15.8 million at‑the‑market equity program without selling any shares.
In connection with the merger, VerifyMe agreed to new employment arrangements for Adam Stedham and Jennifer Cola, accelerated vesting of several restricted stock and RSU awards, and planned board changes, including the expected resignation of multiple directors at closing. A joint press release highlights a planned strategic focus on regulated digital-asset and real‑world asset tokenization infrastructure.
VerifyMe, Inc. agreed to merge with Open World Ltd., making Open World a wholly owned subsidiary. After closing, current VerifyMe stockholders are expected to own about 10% of the combined company, while Open World shareholders and SAFE investors will receive newly issued stock representing about 90%.
The deal requires an effective Form S-4, Nasdaq approval of the post‑merger listing, termination of a PeriShip credit facility, a potential reverse stock split at Open World’s request, Cayman regulatory consent and minimum Closing Net Cash of $1 million. Stockholders holding roughly 14% of voting power have signed support agreements to vote for the share issuance.
VerifyMe is terminating its $15.8 million at‑the‑market equity program without selling any shares. In connection with the merger, the board approved new employment agreements for Adam Stedham and Jennifer Cola, including a $300,000 base salary for Stedham and $180,000 for Cola, plus bonuses and equity incentives, and the grant of 130,000 restricted shares to Cola.
The compensation committee also approved accelerated vesting for several restricted stock and RSU awards, including 550,000 units for Stedham, 24,000 for Cola, 75,000 for Fred G. Volk III and 120,000 for Nancy Meyers, which will vest at the merger effective time or by September 30, 2026.
VerifyMe, Inc. announced that it has regained compliance with the Nasdaq Capital Market’s minimum bid price requirement. Nasdaq notified the company that its common stock closed at $1.00 per share or higher for 10 consecutive business days, satisfying Nasdaq Listing Rule 5550(a)(2) for continued listing. Nasdaq stated that the bid-price deficiency matter is now closed, meaning VerifyMe’s common stock remains eligible for listing on the Nasdaq Capital Market.
VerifyMe, Inc. disclosed that it received a notice from Nasdaq stating its common stock no longer meets the exchange’s minimum bid price requirement of $1 per share, because the closing bid has been below that level for 30 consecutive business days.
Under Nasdaq Listing Rule 5810(c)(3)(A), VerifyMe has a 180-day grace period, until June 10, 2026, to regain compliance by achieving a closing bid price of at least $1 per share for a minimum of 10 consecutive business days. If the company does not regain compliance by that date, it may qualify for an additional 180-day period if it meets other Nasdaq Capital Market listing standards and notifies Nasdaq of its intent to cure the deficiency.
If VerifyMe ultimately fails to satisfy the continued listing standards, its common stock could be delisted from Nasdaq, although the company would have the right to appeal a delisting determination. The notice does not immediately affect the stock’s current Nasdaq listing, and VerifyMe states it will monitor its share price and consider available options if the bid remains below $1.