VerifyMe (NASDAQ: VRME) gets June 10, 2026 deadline to fix Nasdaq $1 bid issue

Rhea-AI Filing Summary

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.

Positive

• None.

Negative

• Nasdaq bid-price deficiency: VerifyMe’s common stock no longer meets Nasdaq’s $1 minimum bid requirement after 30 consecutive business days below that level, introducing delisting risk if not cured.

Insights

Equity & Listing Standards Analyst

VerifyMe faces a Nasdaq minimum bid-price deficiency with a defined cure window.

The disclosure explains that VerifyMe, Inc. has fallen out of compliance with Nasdaq Listing Rule 5550(a)(2) because its common stock’s closing bid price stayed below $1 for 30 consecutive business days. This triggers a formal deficiency notice but not an immediate delisting. The company remains traded on the Nasdaq Capital Market while it works within the exchange’s rules-based timeline.

Nasdaq has granted a 180-day compliance period, through June 10, 2026, during which VerifyMe can regain compliance by maintaining a closing bid of at least $1 for 10 consecutive business days. If that does not occur, the company may seek a second 180-day period, provided it meets other initial listing standards for the Nasdaq Capital Market and informs Nasdaq of its intention to cure the bid-price issue. Failure to resolve the deficiency could lead to a delisting notice, which VerifyMe would be entitled to appeal to a Nasdaq hearings panel.

The company notes that the notification currently has no immediate effect on trading and states it intends to monitor its stock price and consider available options if the bid remains under $1. Any longer-term outcome will depend on future share-price performance and, if needed, specific actions the company may choose to take within the Nasdaq framework.

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 or transferred its listing to a different exchange.

Understanding 8-K Material Events →

false 0001104038 0001104038 2025-12-12 2025-12-12 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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):    December 12, 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.  ¨

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

On December 12, 2025, 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 June 10, 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 June 10, 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: December 18, 2025	By:	/s/ Adam Stedham
		Adam Stedham
		Chief Executive Officer and President

FAQ

Why did VerifyMe (VRME) receive a notice from Nasdaq?

VerifyMe received a notice from Nasdaq because the closing bid price of its common stock was below $1 per share for the last 30 consecutive business days, violating Nasdaq Listing Rule 5550(a)(2) on minimum bid price.

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

VerifyMe has a 180-day compliance period, until June 10, 2026, to regain compliance by having its common stock close at or above $1 per share for at least 10 consecutive business days.

Can VerifyMe (VRME) get more time if it does not meet the $1 minimum bid by June 10, 2026?

If VerifyMe does not regain compliance by June 10, 2026, it may qualify for 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, and if it notifies Nasdaq of its intent to cure the deficiency.

What happens if VerifyMe (VRME) ultimately fails to meet Nasdaq’s continued listing standards?

If VerifyMe fails to meet Nasdaq’s continued listing standards, Nasdaq will provide notice that its common stock is subject to delisting, and VerifyMe would then be entitled to appeal that determination to a Nasdaq hearings panel.

Does the Nasdaq deficiency notice immediately affect VerifyMe’s (VRME) listing or trading?

The company states that the Nasdaq notification has no immediate effect on the listing of its common stock on Nasdaq, and that the stock continues to trade while the company monitors its closing bid price and considers available options.

What steps does VerifyMe (VRME) mention in response to the Nasdaq notice?

VerifyMe indicates that it intends to monitor the closing bid price of its common stock and consider its available options if the price remains below $1 per share, within the parameters of Nasdaq’s compliance periods.