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 |
|
