[8-K] VerifyMe, Inc. Reports Material Event

Rhea-AI Filing Summary

VerifyMe, Inc. reported the results of its stockholder votes. Shareholders elected four director nominees—Howard Goldberg, Scott Greenberg, Adam H. Stedham and David Edmonds—to one-year terms expiring in 2026, with vote tallies reported for each nominee. On an advisory basis, shareholders approved the compensation of the named executive officers. Shareholders ratified MaloneBailey, LLP as the independent registered public accounting firm for the fiscal year ending 2025. The board was authorized to effect, at its discretion, a reverse stock split of the common stock at a ratio between 1-for-2 and 1-for-10, and approved a corresponding amendment to the company's articles to implement the split if chosen.

Positive

• All four directors elected with reported majority votes, providing board continuity
• Auditor ratified for the fiscal year ending 2025, ensuring audit continuity
• Shareholder approval of executive compensation (advisory) indicates investor support

Negative

• Reverse split authorization (1-for-2 to 1-for-10) may signal a need to increase per-share price
• Not unanimous support for some director nominees and proposals (notable against/abstentions)

Insights

Corporate Governance Analyst

Elections, auditor ratification and reverse-split authority were approved.

The board secured re-election of four directors with reported vote counts showing majority support for each nominee; exact tallies were provided for votes for, against and abstentions. Shareholders also approved executive compensation on an advisory basis, which preserves the board's current pay program alignment with investor sentiment.

The ratification of MaloneBailey, LLP as auditor for the fiscal year ending 2025 maintains continuity in external audit oversight. The board now has authority to implement a reverse stock split at any ratio between 1-for-2 and 1-for-10; if exercised, this would change the per-share basis without altering authorized share counts and may be used to meet listing or market standards in the near term.

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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): October 8, 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 5.07 Submission of Matters to a Vote of Security Holders.

At the annual meeting of stockholders of VerifyMe, Inc. (the “Company”) held on October 8, 2025, the Company’s stockholders voted on the matters described below.

Proposal 1. The Company’s stockholders elected the following nominees as directors, each to serve for a one-year term expiring in 2026 and until their successors are duly elected and qualified, or until the director’s earlier death, resignation or removal.⁽¹⁾

Director Nominee		Votes For		Authority Withheld		Broker Non-Votes
Marshall Geller		4,054,219		172,325		1,807,199
Howard Goldberg		3,771,002		455,542		1,807,199
Scott Greenberg		4,059,509		167,035		1,807,199
Adam H. Stedham		4,054,245		172,299		1,807,199
David Edmonds		3,497,618		728,926		1,807,199

(1) Arthur Laffer was previously nominated for election as a director at the annual meeting but withdrew himself as a nominee in connection with his resignation as a director, effective September 24, 2025. The Company’s Board of Directors did not nominate a substitute director nominee for election at the annual meeting and, accordingly, all shares represented at the annual meeting by valid proxies that were voted in favor of Dr. Laffer were disregarded.

Proposal 2. The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers.

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
3,933,784		221,437		71,323		1,807,199

Proposal 3. The Company’s stockholders ratified the selection of MaloneBailey, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

Votes For		Votes Against		Votes Abstained
5,961,629		48,212		23,902

Proposal 4. The Company’s stockholders authorized the Board of Directors to effect, in its discretion, a reverse stock split of the outstanding and treasury shares of the Company’s common stock at a ratio ranging from 1-for-2 to 1-for 10, to be determined by the Board of Directors, without any corresponding change in the number of authorized shares of the Company’s common stock and approved a corresponding amendment to the Company’s Amended and Restated Articles of Incorporation, as amended, to effect the reverse stock split.

Votes For		Votes Against		Votes Abstained
5,012,418		367,957		653,368

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: October 8, 2025	By:	/s/ Adam Stedham
		Adam Stedham
		Chief Executive Officer and President

FAQ

What were the results of the director elections for VerifyMe (VRME)?

All four nominees—Howard Goldberg, Scott Greenberg, Adam H. Stedham, and David Edmonds—were elected to one-year terms expiring in 2026 with vote counts reported for each nominee.

Did VRME shareholders approve executive compensation (say-on-pay)?

Yes. Shareholders approved the named executive officers' compensation on an advisory basis with 3,933,784 votes for, 221,437 against, and 71,323 abstentions (plus 1,807,199 broker non-votes).

Which accounting firm was ratified by VRME shareholders for fiscal 2025?

Shareholders ratified MaloneBailey, LLP as the independent registered public accounting firm for the fiscal year ending 2025.

What authority did shareholders grant regarding a reverse stock split?

Shareholders authorized the board to effect, at its discretion, a reverse stock split of the common stock at a ratio between 1-for-2 and 1-for-10 and approved an amendment to the articles to implement it if chosen.

Were there any significant dissenting votes on the proposals?

Yes. For example, the reverse split proposal recorded 367,957 votes against and 653,368 abstentions alongside 5,012,418 votes for, indicating non-trivial opposition or indifference.