VRME amends bylaws: quorum cut to 33 1/3% (8-K/A)

Rhea-AI Filing Summary

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.

Positive

• None.

Negative

• Quorum reduction: Bylaws amended to reduce the quorum at stockholder meetings from a majority to 33 1/3% of shares entitled to vote, effective July 8, 2025

Insights

Corporate Governance Expert

TL;DR: Board lowered shareholder quorum to 33 1/3% effective July 8, 2025; amendment filed as Exhibit 3.1.

The filing documents a bylaw amendment adopted by the Board that reduces the quorum requirement at stockholder meetings from a majority to 33 1/3% of shares entitled to vote, effective immediately on July 8, 2025. The 8-K/A states it corrects a typographical error in the Initial Form 8-K and that no other changes were made. Governance changes like quorum reductions alter the mechanics of shareholder approval; investors should review the full text in Exhibit 3.1 to assess procedural impacts on voting outcomes.

Securities Analyst

TL;DR: Procedural bylaw change disclosed; amendment filed and correction is limited to typographical fixes in the prior report.

The report confirms the Board-approved bylaw amendment became effective on July 8, 2025 and that the amendment is attached as Exhibit 3.1. The 8-K/A emphasizes it corrects a typographical error in Item 5.03 and Exhibit 3.1 of the Initial Form 8-K and that no other modifications were made. From a disclosure standpoint, the company timely amended the record; investors should consult Exhibit 3.1 for exact language and timing.

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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)		(Commission File Number)				(IRS Employer Identification No.)
801 International Parkway, Fifth Floor, Lake Mary, Florida						32746
(Address of principal executive offices)						(Zip Code)
Registrant’s telephone number, including area code:				(585) 736-9400

_____________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		VRME		The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

Explanatory Note

On July 11, 2025, VerifyMe, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Initial Form 8-K”) reporting that the Company’s Board of Directors had approved an amendment to the Company’s Amended and Restated Bylaws. This Amendment No. 1 to the Initial Form 8-K is being filed to correct a typographical error in Item 5.03 and Exhibit 3.1 of the Initial Form 8-K. Other than as set forth in this Amendment No. 1, no changes have been made to the Initial Form 8-K. 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 8, 2025, the Board of Directors of the Company approved an amendment to the Company’s Amended and Restated Bylaws (the “Amendment”). The Amendment, which became effective immediately, reduces the quorum requirement at meetings of the Company’s stockholders from a majority of the shares entitled to vote at the meeting to 33 1/3% of the shares entitled to vote at the meeting.

This description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 3.1 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Amendment to the Amended and Restated Bylaws of VerifyMe, Inc., effective as of July 8, 2025

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	VerifyMe, Inc.
Date: August 7, 2025	By:	/s/ Adam Stedham
		Adam Stedham
		Chief Executive Officer and President

FAQ

What change did VerifyMe (VRME) disclose in the 8-K/A?

The Company disclosed a bylaw amendment reducing the shareholder meeting quorum from a majority to 33 1/3% of shares entitled to vote, effective July 8, 2025.

When did the bylaw amendment become effective?

The amendment became effective immediately on July 8, 2025.

Why was this amendment filed as an 8-K/A rather than a new 8-K?

The 8-K/A states it was filed to correct a typographical error in Item 5.03 and Exhibit 3.1 of the Initial Form 8-K; no other changes were made.

Where can I find the full text of the bylaw amendment?

The full text of the amendment is filed as Exhibit 3.1 to the 8-K/A and is incorporated by reference.

Who signed the 8-K/A for VerifyMe?

The report is signed by Adam Stedham, Chief Executive Officer and President, dated August 7, 2025.