VRME Files Form 25 to Remove 2025 Warrants from Nasdaq Listing

Rhea-AI Filing Summary

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.

Positive

• None.

Negative

• Nasdaq is striking VerifyMe’s warrant expiring 6/23/2025 from listing and registration, ending its ability to trade on the exchange.

Insights

Securities Analyst

TL;DR: Nasdaq delists VerifyMe 2025 warrant; exchange trading ends, limiting liquidity and elevating execution risk for current holders.

The Form 25 filing indicates that VerifyMe’s warrant class expiring 6/23/2025 will be struck from Nasdaq’s listing and registration rolls. Delisting removes the regulatory obligations tied to Section 12(b) and eliminates the warrant’s visibility on a national exchange. While no reason is provided, the action typically follows low trading volume or corporate streamlining. Investors holding the warrant will have to trade over-the-counter or privately once the delisting is effective, which can materially widen bid-ask spreads and reduce pricing transparency. The filing covers only the specified warrant; it does not reference VerifyMe’s common equity. Because an exchange-traded liquidity venue is being lost, the event is modestly negative for warrant valuation and optionality.

UNITED STATES

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 25

NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION
UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934.

Commission File Number

001-39332

Issuer:	VerifyMe, Inc.
Exchange:	Nasdaq Stock Market LLC

(Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registered)

Address:	75 S. Clinton Avenue, Suite 510
	Rochester	NEW YORK	14604
Telephone number:					585-736-9400

(Address, including zip code, and telephone number, including area code, of Issuer's principal executive offices)

Warrant expiring 6/23/2025

(Description of class of securities)

Please place an X in the box to designate the rule provision relied upon to strike the class of securities from listing and registration:

17 CFR 240.12d2-2(a)(1)

17 CFR 240.12d2-2(a)(2)

17 CFR 240.12d2-2(a)(3)

17 CFR 240.12d2-2(a)(4)

Pursuant to 17 CFR 240.12d2-2(b), the Exchange has complied with its rules to strike the class of securities from listing and/or withdraw registration on the Exchange. ¹

Pursuant to 17 CFR 240.12d2-2(c), the Issuer has complied with its rules of the Exchange and the requirements of 17 CFR 240.12d-2(c) governing the voluntary withdrawal of the class of securities from listing and registration on the Exchange.

Pursuant to the requirements fo the Securities Exchange Act of 1934, Nasdaq Stock Market LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing the Form 25 and has caused this notification to be signed on its behalf by the undersigned duly authorized person.

2025-06-23	By	Tara Petta		AVP
Date		Name		Title

¹ Form 25 and attached Notice will be considered compliance with the provisions of 17 CFR 240.19d-1 as applicable. See General Instructions.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What SEC document did VerifyMe (VRME) file on 2025-06-23?

VerifyMe submitted Form 25, a notification of removal from listing and/or registration under Section 12(b).

Which VerifyMe security is being delisted in the Form 25?

The filing applies to the warrant that expires on 6/23/2025.

Which exchange is removing the VerifyMe warrant from listing?

The Nasdaq Stock Market LLC is the exchange initiating the removal.

Who signed the Form 25 on behalf of Nasdaq?

The notification was signed by Tara Petta, AVP of Nasdaq.

What regulatory rules were cited as satisfied in the filing?

Nasdaq states compliance with 17 CFR 240.12d2-2(b) and 12d2-2(c) for voluntary withdrawal.