STOCK TITAN

Revenue falls at VerifyMe (NASDAQ: VRME) amid logistics transition

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

VerifyMe, Inc. reported sharply lower results for Q4 2025 as it transitioned ProActive clients to a new strategic shipping partner. Revenue for the quarter fell to $2.4 million from $7.7 million a year earlier, driving gross profit down to $1.2 million from $2.4 million. Gross margin percentage was 49% versus 32%, reflecting a different mix of ProActive and Premium services and cost reductions under the new shipping agreement.

Operating loss in Q4 2025 widened to $0.7 million from $0.3 million, and net loss was $0.7 million with loss per diluted share steady at $(0.05). Full-year 2025 revenue declined to $16.4 million from $24.2 million, with a net loss of $4.9 million. Adjusted EBITDA for Q4 2025 was near breakeven at $(0.1) million, and for the full year was $1.0 million. At December 31, 2025, VerifyMe reported cash of $4.4 million, working capital of $5.7 million, and 13,071,601 common shares outstanding, and it highlighted progress toward a previously announced merger agreement.

Positive

  • Leverage reduction and liquidity improvement: Total liabilities fell to $2.0 million from $5.9 million and cash increased to $4.4 million at December 31, 2025, giving VerifyMe more balance-sheet flexibility during its business transition and pending merger.

Negative

  • Material revenue contraction and higher losses: Q4 2025 revenue dropped to $2.4 million from $7.7 million and full-year revenue declined to $16.4 million from $24.2 million, widening operating and net losses and indicating significant business erosion in the Precision Logistics segment.

Insights

Revenue fell sharply and losses widened, but leverage decreased and liquidity improved.

VerifyMe posted Q4 2025 revenue of $2.4M versus $7.7M in Q4 2024, mainly from the loss of business tied to the terminated ProActive carrier agreement. Full-year revenue declined to $16.4M from $24.2M, signaling a materially smaller scale.

Despite lower volume, Q4 gross margin reached 49% versus 32%, helped by service mix, cost actions and new-partner pricing. However, Q4 operating loss expanded to $0.7M and full-year net loss increased to $4.9M. Adjusted EBITDA was modestly positive at $1.0M for 2025.

The balance sheet strengthened: cash rose to $4.4M and total liabilities dropped to $2.0M as of December 31, 2025. Management notes a transition phase, with clients being moved to contracts directly with the company and an ongoing merger process, so future filings around the Form S-4 and merger completion will frame how this smaller but less levered platform evolves.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Q4 2025 Revenue $2.4M Three months ended December 31, 2025 net revenue
Q4 2024 Revenue $7.7M Three months ended December 31, 2024 net revenue
Full-year 2025 Revenue $16.4M Year ended December 31, 2025 net revenue
Full-year 2025 Net Loss $4.9M Net loss for year ended December 31, 2025
Q4 2025 Gross Margin 49% Q4 2025 gross profit as a percentage of revenue
Year 2025 Adjusted EBITDA $1.0M Adjusted EBITDA for year ended December 31, 2025
Cash Balance $4.4M Cash and cash equivalents at December 31, 2025
Total Liabilities $2.0M Total liabilities at December 31, 2025
Adjusted EBITDA financial
"Adjusted EBITDA is a non-GAAP financial measure."
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
non-GAAP financial measures financial
"This press release includes both financial measures in accordance with U.S. generally accepted accounting principles (“GAAP”), as well as non-GAAP financial measures."
Non-GAAP financial measures are numbers companies use to show their financial performance that exclude certain expenses or income. They help investors see how the company might perform without one-time costs or other unusual items, giving a different perspective from official reports. However, since they can be adjusted, they don’t always tell the full story and should be looked at alongside standard financial figures.
goodwill and intangible asset impairment financial
"Goodwill and Intangible asset impairment | | | - | | | | 50 | | | | 3,850 |"
Goodwill and intangible asset impairment is an accounting write-down that happens when a company determines the extra value it paid for things like brand names, customer lists or patents is no longer justified by expected future benefits. For investors, an impairment reduces reported assets and profit for the period and can be a red flag that past acquisitions didn’t pay off or that future cash flows will be weaker — like realizing you overpaid for a house when the neighborhood declines.
working capital financial
"At December 31, 2025, VerifyMe had a $4.4 million cash balance and $5.7 million in working capital."
Working capital is the money a business has available to cover its daily expenses, like paying bills and buying supplies. It’s like the cash in your wallet that helps you handle everyday costs; having enough ensures the business can operate smoothly without running into money shortages.
forward-looking statements regulatory
"This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995."
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.
contingent consideration financial
"Change in fair value of contingent consideration"
Contingent consideration is an additional payment agreed when one company buys another that will be paid later only if specific future targets are met, such as revenue, profit, or regulatory milestones. It matters to investors because it shifts risk between buyer and seller and affects the acquiring company's future cash flow and reported value — like promising a bonus after results are proven.
Offering Type earnings_snapshot
false 0001104038 0001104038 2026-03-30 2026-03-30 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): March 30, 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 2.02Results of Operations and Financial Condition.

 

On March 30, 2026, VerifyMe, Inc. (the “Company”) issued a press release to report financial results for the year and quarter ended December 31, 2025. The Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under such section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

 

Item 9.01Financial Statements and Exhibits.

 

(d)       Exhibits

 

Exhibit No.   Description
99.1   VerifyMe, Inc. Press Release dated March 30, 2026.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

   
 

 

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: March 30, 2026

/s/ Adam Stedham

  Name: Adam Stedham
  Title: Chief Executive Officer and President

 

 

 

 

 

 

Exhibit 99.1

 

VerifyMe Reports Fourth Quarter 2025 Financial Results

 

·Cash of $4.4 million and short-term note receivable of $2.0 million as of December 31, 2025
·Cash flow provided by operations of $0.6 million in 2025, compared to $0.9 million in 2024
·2025 annual revenue of $16.4 million, compared to $24.2 million in 2024; with fourth quarter revenue of $2.4 million, compared to $7.7 million in Q4 2024
·2025 annual gross profit of $6.3 million or 39%, compared to $8.7 million or 36% in 2024; gross profit of $1.2 million or 49% in Q4 2025, compared to $2.4 million or 32% in Q4 2024
·2025 annual net loss of $4.9 million (including $4.3 million of one-time adjustments), compared to a net loss of $3.8 million (including $1.6 million of one-time adjustments) in 2024; net loss of $0.7 million in Q4 2025, compared to net loss of $0.5 million in Q4 2024
·2025 annual adjusted EBITDA(1) of $1.0 million, compared to $0.9 million in 2024; adjusted EBITDA of ($0.1) million in Q4 2025, compared to $0.5 million in Q4 2024

 

Lake Mary, FL – March 30, 2026 – PRNewswire — VerifyMe, Inc. (NASDAQ: VRME) (“VerifyMe,” “we,” “our,” or the “Company”) provides brand owners time and temperature sensitive logistics, and brand protection and enhancement solutions, announced today the Company’s financial results for its fourth quarter ended December 31, 2025 (“Q4 2025”).

 

 

 

Adam Stedham, VerifyMe’s CEO and President stated, “In Q4 of 2025, VerifyMe began the process of transitioning ProActive clients from using our previous shipping partner to our new strategic shipping partner. During the fourth quarter of a year, companies are typically hesitant to change shipping partners, due to capacity constraints of the overall shipping industry. We successfully transitioned a portion of our customers, and we continue to transition customers in 2026. We are excited about our relationship with our new shipping partner and the services we are able to offer both legacy and new customers.” 

__________

(1) Adjusted EBITDA is a non-GAAP financial measure. See "Use of Non-GAAP Financial Measures" below for information about this non-GAAP measure. A reconciliation to the most directly comparable GAAP measure, net loss, is included as a schedule to this release.

 

   
 

 

Key Financial Highlights for Q4 2025:

·Cash flow from operations of $0.1 million in Q4 2025
·Quarterly consolidated revenue of $2.4 million in Q4 2025, compared to $7.7 million for the three months ended December 31, 2024 (“Q4 2024”), approximately 78% of the reduction is attributable to the termination of our agreement with our prior carrier partner.
·Gross profit of $1.2 million or 49% in Q4 2025, compared to $2.4 million or 32% in Q4 2024
·Net loss of ($0.7) million or ($0.05) per diluted share in Q4 2025, compared to net loss of ($0.5) million or ($0.05) per diluted share in Q4 2024
·Cash of $4.4 million and short-term note receivable of $2.0 million as of December 31, 2025

 

Recent Business Highlights

·Entered into an Agreement and Plan of Merger to combine business with Open World, Ltd.
·Continue transitioning services from former shipping partner to current shipping partner
·Terminated ATM Sales Agreement with Roth Capital Partners, LLC

 

Financial Results for the Three Months Ended December 31, 2025:

 

Revenue in Q4 2025 was $2.4 million, compared to $7.7 million in Q4 2024. Revenue for the quarter decreased by $5.3 million. The decrease in our Precision Logistics segment relates to the previously announced termination of our agreement with our prior carrier partner to offer ProActive services, which resulted in erosion of our customer base.

 

Gross profit in Q4 2025 was $1.2 million, compared to $2.4 million in Q4 2024. The resulting gross margin percentage was 49% for the three months ended December 31, 2025, compared to 32% for the three months ended December 31, 2024. The decrease in gross margin was principally due to the termination of our agreement with our prior carrier partner. The increase in gross margin percentage was due to the mix of ProActive and Premium services provided during the quarter, coupled with cost reduction efforts and improved pricing under our agreement with our new shipping partner. The ProActive services revenue gross margin percentage improved in Q4 2025 compared to Q4 2024.  

 

Operating loss in Q4 2025 was ($0.7) million, compared to operating loss of ($0.3) million in Q4 2024. The increased loss primarily relates to a reduction in gross profit as a result of the previously described revenue decline.

 

Our net loss in Q4 2025 was ($0.7) million, compared to net loss of ($0.5) million in Q4 2024. The resulting loss per diluted share in Q4 2025 was ($0.05), compared to loss per diluted share of ($0.05) in Q4 2024. The increased loss primarily relates to the termination of our agreement with our prior carrier partner.

 

EBITDA in Q4 2025 was ($0.1) million, compared to $0.5 million in Q4 2024. Adjusted EBITDA is a non-GAAP financial measure. Please see “Use of Non-GAAP Financial Measures” for a discussion of this non-GAAP measure. A reconciliation to the most directly comparable GAAP measure, net loss is included as a schedule to this release.

 

 __________

(1) Adjusted EBITDA is a non-GAAP financial measure. See "Use of Non-GAAP Financial Measures" below for information about this non-GAAP measure. A reconciliation to the most directly comparable GAAP measure, net loss, is included as a schedule to this release.

 

 2 
 

 

Adam Stedham, VerifyMe’s CEO and President stated, “During the first quarter of 2026, VerifyMe has transitioned our remaining Premium clients to contracts directly with the Company, as opposed to having a subcontracting agreement with our previous shipping partner. The Company is in a transition phase, but we are moving forward with our plans and steadily transitioning client contracts to align with our new business model, and we are excited about our relationship with our new shipping partner. Our balance sheet is strong and we continue to focus on improving the operations of the current business and progressing the previously announced merger agreement.”

 

At December 31, 2025, VerifyMe had a $4.4 million cash balance and $5.7 million in working capital.

 

At December 31, 2025, VerifyMe had 13,553,049 shares issued and 13,071,601 shares outstanding.

 

Earnings Call

 

The company is not scheduling an earnings call, but intends to have a shareholder call after issuing the Form S-4 registrations stsatement and proxy statement associated with our previously announced merger agreement.

 

About VerifyMe, Inc.

 

VerifyMe, Inc. (NASDAQ: VRME), provides specialized logistics for time and temperature sensitive products, as well as brand protection and enhancement solutions. To learn more, visit www.verifyme.com.

 

Cautionary Note Regarding Forward-Looking Statements

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words “believe,” “continue,” “may,” “plan,” “should,” “focus,” "will," and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. Important factors that could cause actual results to differ from those in the forward-looking statements include our engagement in future acquisitions or strategic partnerships that increase our capital requirements or cause us to incur debt or assume contingent liabilities, our reliance on one key strategic partner for shipping services in our Precision Logistics segment, competition including by our key strategic partner, seasonal trends in our business, severe climate conditions, the highly competitive nature of the industry in which we operate, our brand image and corporate reputation, impairments related to our goodwill and other intangible assets, economic and other factors such as recessions, downturns in the economy, inflation, global uncertainty and instability, the effects of pandemics, changes in United States social, political, and regulatory conditions and/or a disruption of financial markets, reduced freight volumes due to economic conditions, reduced discretionary spending in a recessionary environment, global supply-chain delays or shortages, fluctuations in labor costs, raw materials, and changes in the availability of key suppliers, our history of losses, our ability to use our net operating losses to offset future taxable income, the confusion of our name brand with other brands, the ability of our technology to work as anticipated and to successfully provide analytics logistics management, our ability to continue to invest in the development and commercialization of our Authentication segment, the ability of our strategic partners to integrate our solutions into their product offerings, our ability to manage our growth effectively, our ability to successfully develop and expand our sales and marketing capabilities, risks related to doing business outside of the U.S., intellectual property litigation, our ability to successfully develop, implement, maintain, upgrade, enhance, and protect our information technology systems, our reliance on third-party information technology service providers, our ability to respond to evolving laws related to information technology such as privacy laws, our ability to attract, retain and develop successors for management, our ability to work with partners in selling our technologies to businesses, production difficulties, our inability to enter into contracts and arrangements with future partners, our ability to acquire new customers, issues which may affect the reluctance of large companies to change their purchasing of products, acceptance of our technologies and the efficiency of our authenticators in the field, our ability to comply with the continued listing standards of the Nasdaq Capital Market, our ability to timely pay amounts due and comply with the covenants under our debt facilities, and our ability to complete the proposed business combination, including due to the failure to obtain approval of the securityholders of the Company, certain regulatory approvals, or satisfying other conditions to closing in the merger agreement. These risk factors and uncertainties include those more fully described in VerifyMe’s Annual Report and Quarterly Reports filed with the Securities and Exchange Commission, including under the heading entitled “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our underlying assumptions prove incorrect, actual results may vary materially from those currently anticipated. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

 

 3 
 

 

Use of Non-GAAP Financial Measures

This press release includes both financial measures in accordance with U.S. generally accepted accounting principles (“GAAP”), as well as non-GAAP financial measures. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position or cash flows that either excludes or includes amounts that are not normally included or excluded in the most directly comparable measure calculated and presented in accordance with GAAP. Non-GAAP financial measures should be viewed as supplemental to and should not be considered as alternatives to any other GAAP financial measures. They may not be indicative of the historical operating results of VerifyMe nor are they intended to be predictive of potential future results. Investors should not consider non-GAAP financial measures in isolation or as substitutes for performance measures calculated in accordance with GAAP.

 

VerifyMe’s management uses and relies on EBITDA and Adjusted EBITDA, which are non-GAAP financial measures. The Company believes that both management and shareholders benefit from referring to EBITDA and Adjusted EBITDA in planning, forecasting and analyzing future periods. Additionally, the Company believes Adjusted EBITDA is useful to investors to evaluate its results because it excludes certain items that are not directly related to the Company’s core operating performance. In particular, with regard to our comparison of Adjusted EBITDA for the three and twelve months ended December 31, 2025, to the three and twelve months ended December 31, 2024, we believe is useful to investors in understanding the results of operations. The Company’s management uses these non-GAAP financial measures in evaluating its financial and operational decision making and as a means to evaluate period-to-period comparison. The Company’s management recognizes that EBITDA and Adjusted EBITDA, as non-GAAP financial measures, have inherent limitations because of the described excluded items.

 

The Company defines EBITDA as net income (loss) before interest expense, income tax expense (benefit), and depreciation and amortization. Adjusted EBITDA represents EBITDA plus non-cash stock compensation expense, severance expense, unrealized gain on equity investment, loss on equity investment, impairments, change in fair value of contingent consideration, loss on sale of business and one-time professional expenses for acquisitions. VerifyMe believes EBITDA and Adjusted EBITDA are important measures of VerifyMe’s operating performance because they allow management, investors and analysts to evaluate and assess VerifyMe’s core operating results from period-to-period after removing the impact of items of a non-operational nature that affect comparability.

 

 4 
 

 

A reconciliation of EBITDA and Adjusted EBITDA to the most comparable financial measure, net loss, calculated in accordance with GAAP is included in a schedule to this press release. The Company believes that providing the non-GAAP financial measure, together with the reconciliation to GAAP, helps investors make comparisons between VerifyMe and other companies. In making any comparisons to other companies, investors need to be aware that companies use different non-GAAP measures to evaluate their financial performance. Investors should pay close attention to the specific definition being used and to the reconciliation between such measure and the corresponding GAAP measure provided by each company under applicable SEC rules as the presentation here may not be comparable to other similarly titled measures of other companies.

 

For Other Information Contact:

Company: VerifyMe, Inc.

Email: IR@verifyme.com

 

 5 
 

 

VerifyMe, Inc.

Consolidated Balance Sheets

(In thousands, except share data)

   December 31, 2025   December 31, 2024 
ASSETS          
           
CURRENT ASSETS          
Cash and cash equivalents  $4,353   $2,823 
Accounts receivable, net of allowance for credit loss reserve, $10 and $71 as of December 31, 2025 and December 31, 2024, respectively   857    2,636 
Note receivable, net of allowance for credit loss reserve, $12 and $0 as of December 31, 2025 and December 31, 2024, respectively   1,988    - 
Unbilled revenue   338    733 
Prepaid expenses and other current assets   154    131 
Inventory   37    39 
TOTAL CURRENT ASSETS   7,727    6,362 
           
PROPERTY AND EQUIPMENT, NET  $20   $116 
           
RIGHT OF USE ASSET   -    236 
           
INTANGIBLE ASSETS, NET   2,345    5,365 
           
GOODWILL   2,926    3,988 
TOTAL ASSETS  $13,018   $16,067 
           
LIABILITIES AND STOCKHOLDERS' EQUITY          
           
CURRENT LIABILITIES          
Term note, current  $-   $500 
Accounts payable   745    2,971 
Other accrued expense   530    660 
Lease liability- current   -    108 
Convertible note – related party, current   400    - 
Convertible note, current   350    - 
TOTAL CURRENT LIABILITIES   2,025    4,239 
           
LONG-TERM LIABILITIES          
Long-term lease liability  $-   $139 
Term note   -    375 
Convertible note – related party   -    450 
Convertible note   -    650 
TOTAL LIABILITIES  $2,025   $5,853 
           
STOCKHOLDERS' EQUITY          
Series A Convertible Preferred Stock, $0.001 par value, 37,564,767 shares authorized; 0 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively   -    - 
           
Series B Convertible Preferred Stock, $0.001 par value; 85 shares authorized; 0.85 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively   -    - 
           
Common stock, $0.001 par value; 675,000,000 shares authorized; 13,553,049 and 10,829,908 shares issued, 13,071,601 and 10,539,441 shares outstanding as of December 31, 2025 and December 31, 2024, respectively   14    11 
           
Additional paid in capital   102,059    96,344 
           
Treasury stock as cost; 481,448 and 290,467 shares at December 31, 2025 and December 31, 2024, respectively   (502)   (480)
           
Accumulated deficit   (90,578)   (85,673)
           
Accumulated other comprehensive loss   -    12 
           
STOCKHOLDERS' EQUITY   10,993    10,214 
           
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY  $13,018   $16,067 

 

 6 
 

 

 VerifyMe, Inc.

Consolidated Statements of Operations

(In thousands, except per share data)

 

   Three Months Ended   Year Ended 
   December 31, 2025   December 31, 2024   December 31, 2025   December 31, 2024 
                 
NET REVENUE  $2,390   $7,661   $16,398   $24,207 
                     
COST OF REVENUE   1,223    5,244    10,077    15,545 
                     
GROSS PROFIT   1,167    2,417    6,321    8,662 
                     
OPERATING EXPENSES                    
Segment management and Technology(a)   548    1,265    3,138    5,454 
General and administrative (a)   1,175    1,072    3,416    3,852 
Research and development   5    5    20    70 
Sales and marketing (a)   162    362    967    1,361 
Goodwill and Intangible asset impairment   -    50    3,850    2,315 
                     
Total Operating expenses   1,890    2,754    11,391    13,052 
                     
LOSS BEFORE OTHER INCOME (EXPENSE)   (723)   (337)   (5,070)   (4,390)
OTHER INCOME (EXPENSE)                    
Interest income (expense), net   93    (21)   214    (130)
Change in fair value of contingent consideration   -    5    -    844 
Loss on sale of business   -    (146)   -    (146)
Other Income (expense), net   (57)    (2)   (49)   (2)
TOTAL OTHER INCOME (EXPENSE), NET   36    (164)   165    566 
                     
NET LOSS                    
   $(687)  $(501)  $(4,905)  $(3,824)
                     
LOSS PER SHARE                    
BASIC   (0.05)   (0.05)   (0.39)   (0.37)
DILUTED   (0.05)   (0.05)   (0.39)   (0.37)
                     
WEIGHTED AVERAGE COMMON SHARE OUTSTANDING                    
BASIC   12,846,593    10,471,185    12,619,512    10,402,508 
DILUTED   12,846,593    10,471,185    12,619,512    10,402,508 

 

(a)Includes share-based compensation of $801 thousand for the year ended December 31, 2025, and $1,555 thousand for the year ended December 31, 2024.

 

 7 
 

 

VerifyMe, Inc.

Consolidated EBITDA and Adjusted EBITDA Reconciliation Table (Unaudited)
(In thousands)

 

 

   Three Months Ended
December 31,
   Year Ended
December 31,
 
                 
   2025   2024   2025   2024 
                 
Net Loss  (GAAP)  $(687)  $(501)  $(4,905)  $(3,824)
Interest income (expense), net   (93)   21    (214)   130 
Amortization and depreciation   131    307    984    1,212 
                     
Total EBITDA (Non-GAAP)   (649)   (173)   (4,135)   (2,482)
                     
Adjustments:                    
                     
Stock based compensation   -    81    86    255 
Fair value of restricted stock and restricted stock units issued in exchange for services   117    291    715    1,300 
Severance   -    53    112    194 
Loss on disposal of equipment   57    -    58    - 
Gain on derecognized liability   -    -    (109)   - 
Change in fair value of contingent consideration   -    (5)   -    (844)
Loss on sale of business   -    146    -    146 
Goodwill and Intangible asset impairment   -    50    3,850    2,315 
One-time professional expenses for acquisitions/divestiture   405    66    456    66 
                     
Total Adjusted EBITDA (Non-GAAP)  $(70)  $509   $1,033   $950 

 

 

8

 

 

 

 

FAQ

How did VerifyMe (VRME) perform financially in Q4 2025?

VerifyMe reported Q4 2025 revenue of $2.4 million, down from $7.7 million in Q4 2024, and a net loss of $0.7 million. Gross margin percentage was 49%, and operating loss widened to $0.7 million as lower volume offset cost improvements.

What were VerifyMe’s full-year 2025 results?

For 2025, VerifyMe generated $16.4 million in revenue versus $24.2 million in 2024 and recorded a net loss of $4.9 million. Gross profit was $6.3 million, while operating expenses totaled $11.4 million, leading to a larger loss before other income and expense.

How did VerifyMe’s EBITDA and Adjusted EBITDA change in 2025?

VerifyMe’s 2025 EBITDA was a loss of $4.1 million, compared with a $2.5 million loss in 2024. However, Adjusted EBITDA improved slightly to $1.0 million from $0.95 million, reflecting add-backs for non-cash charges, impairments, and acquisition-related professional fees.

What is the status of VerifyMe’s logistics transition and strategic shipping partner?

In Q4 2025, VerifyMe began shifting ProActive clients from its prior carrier to a new strategic shipping partner and continued this transition into 2026. Management also moved remaining Premium clients to direct contracts, aligning customer relationships with its revised logistics-focused business model.

What does VerifyMe’s balance sheet look like at December 31, 2025?

At December 31, 2025, VerifyMe reported $4.4 million in cash and cash equivalents and $5.7 million in working capital. Total assets were $13.0 million, total liabilities were $2.0 million, and stockholders’ equity stood at $11.0 million, indicating reduced debt levels.

How many VerifyMe shares are outstanding and what were 2025 losses per share?

VerifyMe had 13,071,601 common shares outstanding as of December 31, 2025. For 2025, basic and diluted loss per share was $(0.39), compared with $(0.37) in 2024, based on a higher weighted average share count after equity issuance.

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Security & Protection Services
Services-computer Integrated Systems Design
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United States
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