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

Rhea-AI Filing Summary

VerifyMe, Inc. (NASDAQ: VRME) filed an 8-K disclosing two material corporate events dated July 8, 2025:

• Executive transition – Item 5.02: Jennifer Cola, 55, was promoted from Vice President of Finance (appointed May 9, 2025) to Chief Financial Officer effective July 8, 2025. Her résumé includes CFO of GP Strategies Government Solutions (2024-2025) and senior audit/risk roles at Learning Technologies Group and GP Strategies Corporation (2018-2023). Compensation terms remain unchanged. Former CFO Nancy Meyers retired on July 7, 2025 and will stay on in a limited advisory capacity to ensure an orderly hand-off; the company states there were no disagreements regarding accounting or financial matters.
• Bylaw amendment – Item 5.03: The Board approved an immediate change reducing the shareholder meeting quorum threshold from a majority (>50%) of outstanding shares to 33 %. The full text is filed as Exhibit 3.1.

No financial statements, earnings data, or major transactions were included.

Investors should monitor (1) Ms. Cola’s ability to maintain financial discipline and support growth initiatives and (2) the governance impact of the lower quorum requirement, which may ease meeting logistics but could dilute minority shareholder influence.

Positive

• Orderly CFO transition with outgoing executive staying on to aid hand-over, reducing operational risk.
• Internal promotion of seasoned finance leader who already knows company systems and controls, supporting continuity.

Negative

• Lower quorum threshold (33 %) could dilute shareholder influence and is generally viewed as governance-unfavourable.
• Executive turnover in finance function always carries execution risk until new CFO proves effectiveness.

Insights

Financial Analyst

TL;DR: Smooth CFO succession with experienced internal candidate; no compensation change; limited financial impact expected.

The promotion of Jennifer Cola appears orderly and low-risk. As former VP Finance she already understands VRME’s systems, which should minimise operational disruption. Her audit and risk background strengthens internal controls, a positive for a growth-stage security-authentication company. With no new compensation disclosed, cost implications are negligible. Because the outgoing CFO remains available, transition risk is further reduced. Overall, I view the event as neutral-to-slightly positive for financial execution.

Corporate Governance Expert

TL;DR: Quorum cut to 33 % lowers shareholder participation threshold; governance impact leans negative.

Reducing the quorum requirement can expedite annual or special meetings, but it also allows a smaller share block to pass resolutions, potentially weakening minority shareholder protections. While the board cites efficiency, investors typically prefer higher participation to legitimise outcomes. Coupled with a key executive change, the amendment introduces modest governance risk until the market assesses management’s stewardship.

false --12-31 0001104038 0001104038 2025-07-08 2025-07-08 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):      July 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective as of July 8, 2025, Jennifer Cola was appointed as the Chief Financial Officer of VerifyMe, Inc. (the “Company”). Prior to her appointment as Chief Financial Officer, Ms. Cola, age 55, served as the Company’s Vice President of Finance since May 9, 2025. Ms. Cola served as CFO of GP Strategies Government Solutions, Inc., a subsidiary of GP Strategies Corporation, from January 2024 to April 1, 2025. Ms. Cola previously served as Vice President, Internal Audit & Risk for Learning Technologies Group, plc from January 2022 to December 2023 and as Vice President of Internal Audit for GP Strategies Corporation from July 2018 to December 2021, where she led audit and risk management initiatives that strengthened financial controls across global operations. There were no changes to Ms. Cola’s compensation as previously reported on Form 8-K filed with the Securities and Exchange Commission on May 12, 2025, as a result of her appointment as Chief Financial Officer.

There are no family relationships among Ms. Cola and any of the Company directors and executive officers and there are no arrangements or understandings between her and any other persons pursuant to which she was appointed as Chief Financial Officer. Neither Ms. Cola nor any of her immediate family members have been a party to any transaction with the Company, nor is any such transaction currently proposed, that would be reportable under Item 404(a) of Regulation S-K.

As previously reported on Form 8-K filed with the Securities and Exchange Commission on May 12, 2025, Nancy Meyers retired from her position as the Company’s Executive Vice President and Chief Financial Officer effective July 7, 2025. On July 8, 2025, the Company and Ms. Meyers agreed that she would continue in a limited non-executive role with the Company following her retirement to facilitate the orderly transition of the Company’s new Chief Financial Officer. Ms. Meyers’ retirement and resignation is not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices or to any issues regarding its accounting or financial policies or practices.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 8, 2025, the Board of Directors of the Company approved an amendment to the Company’s Amended and Restated Bylaws (the “Amendment”). The Amendment, which became effective immediately, reduces the quorum requirement at meetings of the Company’s stockholders from a majority of the shares entitled to vote at the meeting to 33% of the shares entitled to vote at the meeting.

This description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 3.1 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Amendment to the Amended and Restated Bylaws of VerifyMe, Inc., effective as of July 8, 2025

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: July 11, 2025	By:	/s/ Adam Stedham
		Adam Stedham
		Chief Executive Officer and President

FAQ

Why did VerifyMe (VRME) file an 8-K on July 8, 2025?

To disclose the appointment of Jennifer Cola as CFO and an amendment lowering the shareholder quorum to 33 %.

Who is VerifyMe’s new Chief Financial Officer?

Jennifer Cola, formerly VP Finance, became CFO on July 8, 2025.

What happened to former CFO Nancy Meyers at VRME?

Nancy Meyers retired effective July 7, 2025 and will remain in a limited non-executive role to assist the transition.

How did VerifyMe amend its bylaws in July 2025?

The Board reduced the quorum requirement for shareholder meetings from a majority to 33 % of shares entitled to vote.

Does the new CFO appointment affect VerifyMe’s compensation structure?

No. The company stated there were no changes to Ms. Cola’s compensation from what was previously disclosed.