VerifyMe flagged for Nasdaq $1 bid price shortfall

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.

Rhea-AI Filing Summary

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.

Positive

• None.

Negative

• VerifyMe, Inc. has fallen out of compliance with Nasdaq’s minimum $1 bid price rule, creating a defined timeline and potential path toward delisting if the share price is not restored.

Insights

Equity markets and listing standards analyst

Nasdaq bid-price deficiency introduces real delisting risk if unresolved.

VerifyMe now officially falls below Nasdaq’s $1 minimum bid price standard after 30 consecutive business days under that level. This is a continued listing issue, not an immediate trading halt, but it signals sustained market weakness in the shares.

The company has 180 days, until October 14, 2026, to post a closing bid of at least $1 for 10 consecutive business days. If it meets all other Nasdaq Capital Market initial listing standards, it could receive a second 180-day period, effectively extending the timeline.

If the stock price does not recover or the company does not take successful corrective actions, Nasdaq may move to delist the shares, subject to appeal before a hearings panel. Until then, trading continues as normal on Nasdaq, but the notice underscores dependence on future price performance and any options the company elects to pursue.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Key Figures

Minimum bid price requirement: $1 per share Non-compliance period: 30 consecutive business days Initial compliance window: 180 calendar days +2 more

5 metrics

Minimum bid price requirement $1 per share Nasdaq Listing Rule 5550(a)(2)

Non-compliance period 30 consecutive business days Closing bid price below $1 triggering notice

Initial compliance window 180 calendar days Period ending October 14, 2026 to regain compliance

Price restoration condition 10 consecutive business days Closing bid must be at least $1 per share

Potential second window Additional 180 days Available if other Nasdaq Capital Market standards are met

Key Terms

Nasdaq Listing Rule 5550(a)(2), minimum bid price requirement, Nasdaq Listing Rule 5810(c)(3)(A), compliance period, +2 more

6 terms

Nasdaq Listing Rule 5550(a)(2) regulatory

"the Company no longer meets Nasdaq Listing Rule 5550(a)(2), which requires listed companies to maintain a minimum bid price"

minimum bid price requirement financial

"maintain a minimum bid price of at least $1 per share"

A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.

Nasdaq Listing Rule 5810(c)(3)(A) regulatory

"Nasdaq Listing Rule 5810(c)(3)(A) provides a compliance period of 180 calendar days"

compliance period regulatory

"provides a compliance period of 180 calendar days, or until October 14, 2026, in which to regain compliance"

A compliance period is a defined stretch of time during which a company must meet specific legal, regulatory, or contractual rules and reporting requirements. Think of it like a scheduled inspection window or a homework deadline: failing to satisfy the rules within that window can trigger fines, restrictions, or extra oversight, so investors watch compliance periods as signals of near-term legal risk, potential costs, and impacts on a company’s operations or cash flow.

delisting regulatory

"Nasdaq will provide notice that the Company’s common stock will be subject to delisting"

Delisting occurs when a company's stock is removed from a stock exchange and is no longer available for trading there. This can happen voluntarily or because the company no longer meets the exchange's requirements. For investors, delisting means they can no longer buy or sell shares of that company on the exchange, which may make it more difficult to sell their investments or affect the stock's value.

forward-looking statements regulatory

"This report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What Nasdaq issue did VerifyMe (VRME) disclose in this 8-K?

VerifyMe disclosed that Nasdaq notified the company it no longer meets the minimum $1 bid price requirement. The stock’s closing bid stayed below $1 for 30 consecutive business days, triggering a formal deficiency notice and starting a defined compliance period.

How long does VerifyMe (VRME) have to regain Nasdaq bid price compliance?

VerifyMe has a 180-day compliance period, ending October 14, 2026, to regain compliance. It must achieve a closing bid price of at least $1 per share for a minimum of 10 consecutive business days within this period to automatically regain compliance.

What happens if VerifyMe (VRME) cannot reach a $1 bid price by October 14, 2026?

If VerifyMe does not regain the $1 minimum bid by October 14, 2026, it may qualify for a second 180-day period. To obtain this, it must satisfy other Nasdaq Capital Market initial listing standards and notify Nasdaq of its plan to cure the bid price deficiency.

Could VerifyMe (VRME) be delisted from Nasdaq because of this notice?

Yes, delisting is possible if VerifyMe ultimately fails to meet Nasdaq’s continued listing standards. If Nasdaq determines the shares should be delisted, the company would receive notice and could appeal the decision to a Nasdaq hearings panel before any delisting becomes effective.

Does the Nasdaq deficiency notice immediately affect trading in VerifyMe (VRME) stock?

The notice has no immediate effect on trading or the current Nasdaq listing of VerifyMe common stock. Shares continue to trade on the Nasdaq Capital Market while the company monitors its closing bid price and considers options to address the minimum bid price deficiency.

What specific Nasdaq rules are involved in VerifyMe (VRME)’s bid price deficiency?

The issue involves Nasdaq Listing Rule 5550(a)(2), which requires a minimum $1 bid price, and Rule 5810(c)(3)(A), which provides a 180-day compliance period. These rules govern continued listing for companies on the Nasdaq Capital Market segment.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/17/2026 - 04:30 PM Learn about SEC filing dates

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):   April 17, 2026

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.  ¨

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On April 17, 2026, VerifyMe, Inc. (the “Company”) received a letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based upon the closing bid price of the Company’s common stock for the last 30 consecutive business days, the Company no longer meets Nasdaq Listing Rule 5550(a)(2), which requires listed companies to maintain a minimum bid price of at least $1 per share.

Nasdaq Listing Rule 5810(c)(3)(A) provides a compliance period of 180 calendar days, or until October 14, 2026, in which to regain compliance with the minimum bid price requirement. If the Company evidences a closing bid price of at least $1 per share for a minimum of 10 consecutive business days during the 180-day compliance period, the Company will automatically regain compliance. In the event the Company does not regain compliance with the $1 bid price requirement by October 14, 2026, the Company may be eligible for consideration of a second 180-day compliance period if it meets the continued listing requirement for market value of publicly held shares and all other initial listing standards for Nasdaq’s Capital Market, other than the minimum bid price requirement. In addition, the Company would also be required to notify Nasdaq of its intent to cure the minimum bid price deficiency.

If the Company fails to regain compliance with the Nasdaq continued listing standards, Nasdaq will provide notice that the Company’s common stock will be subject to delisting. The Company would then be entitled to appeal that determination to a Nasdaq hearings panel.

The notification has no immediate effect on the listing of the Company’s common stock on Nasdaq. The Company intends to monitor the closing bid price of its common stock and consider its available options in the event the closing bid price of its common stock remains below $1 per share.

Forward-Looking Statements

This report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Words like “believe,” “intend,” “may,” “will,” and “would” or the negative thereof or other variations thereon or comparable terminology, are used to identify forward-looking statements, although not all forward-looking statements contain these words. Although the Company believes that it is basing its expectations and beliefs on reasonable assumptions within the bounds of what is currently known about its business and operations, there can be no assurance that actual results will not differ materially from what the Company expects or believes. Some of the factors that could cause the Company’s actual results to differ materially from its expectations or beliefs are disclosed in the “Risk Factors” section, as well as other sections, of its reports filed with the Securities and Exchange Commission, which include, without limitation, its ability to regain compliance with the Nasdaq Listing Standards and maintain the listing of its securities on Nasdaq. All forward-looking statements speak only as of the date on which they are made and the Company undertakes no duty to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

SIGNATURE

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: April 17, 2026	By:	/s/ Adam Stedham
		Adam Stedham
		Chief Executive Officer and President

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB