VerifyMe (NASDAQ: VRME) restores Nasdaq listing compliance on $1.00 bid rule

Rhea-AI Filing Summary

VerifyMe, Inc. announced that it has regained compliance with the Nasdaq Capital Market’s minimum bid price requirement. Nasdaq notified the company that its common stock closed at $1.00 per share or higher for 10 consecutive business days, satisfying Nasdaq Listing Rule 5550(a)(2) for continued listing. Nasdaq stated that the bid-price deficiency matter is now closed, meaning VerifyMe’s common stock remains eligible for listing on the Nasdaq Capital Market.

Positive

• Regained Nasdaq bid-price compliance: VerifyMe’s common stock closed at $1.00 or higher for 10 consecutive business days, so Nasdaq confirmed the company now meets Listing Rule 5550(a)(2) for continued listing and considers the prior deficiency matter closed.

Negative

• None.

Insights

Equity markets and listing standards analyst

VerifyMe removes immediate Nasdaq delisting risk by regaining minimum bid compliance.

VerifyMe, Inc. received written confirmation from Nasdaq that it now meets the minimum bid price requirement for continued listing on the Nasdaq Capital Market. The company’s stock closed at $1.00 or more for 10 consecutive business days, satisfying Listing Rule 5550(a)(2).

Closing this deficiency formally ends the prior compliance issue and helps stabilize the company’s exchange status. Maintaining a Nasdaq listing can be important for trading liquidity and institutional ownership, although those effects are not quantified here.

Nasdaq’s notice that it “considers this matter closed” means any future bid-price issues would be evaluated under new circumstances, rather than as a continuation of the prior deficiency episode.

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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):      January 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 8.01 Other Events.

On February 2, 2026, VerifyMe, Inc. (the “Company”) issued a press release announcing that it received written notice from the Listing Qualifications staff of the Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company had now regained compliance with the Nasdaq minimum bid price requirements. The notice stated that for the last 10 consecutive business days, the closing bid price of the Company's common stock has been at $1.00 per share or greater, and accordingly, the Company regained compliance with the minimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market. Nasdaq informed the Company in the compliance notice that it now considers this matter closed. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		VerifyMe, Inc. Press Release dated February 2, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: February 2, 2026	By:	/s/ Adam Stedham
		Adam Stedham
		Chief Executive Officer and
		President

FAQ

What Nasdaq requirement did VerifyMe (VRME) regain compliance with?

VerifyMe regained compliance with Nasdaq’s minimum bid price requirement for the Nasdaq Capital Market. Nasdaq confirmed the company now satisfies Listing Rule 5550(a)(2), which focuses on maintaining a minimum $1.00 per share closing bid price over a defined period.

How did VerifyMe (VRME) regain Nasdaq minimum bid price compliance?

VerifyMe regained compliance after its common stock closed at $1.00 or greater for 10 consecutive business days. Nasdaq’s Listing Qualifications staff reviewed this trading history and then issued written notice confirming that the company once again meets the minimum bid requirement.

What does Nasdaq’s notice mean for VerifyMe’s Nasdaq Capital Market listing?

Nasdaq’s notice means VerifyMe now meets the criteria for continued listing on the Nasdaq Capital Market. By satisfying the minimum bid price rule, the previous deficiency matter is closed, and the company’s common stock remains eligible to trade on that exchange tier.

What specific Nasdaq rule did VerifyMe satisfy to close the bid-price issue?

VerifyMe satisfied Nasdaq Listing Rule 5550(a)(2), which sets the minimum bid price requirement for companies listed on the Nasdaq Capital Market. Meeting this rule required the company’s common stock to maintain at least a $1.00 closing bid price over the specified consecutive trading days.

Did Nasdaq indicate whether VerifyMe’s bid-price compliance matter is fully resolved?

Yes. Nasdaq informed VerifyMe that it now considers the bid-price compliance matter closed. This statement confirms the prior deficiency has been fully resolved based on the company’s recent trading performance and compliance with the minimum bid price standard.