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

Rhea-AI Filing Summary

VerifyMe, Inc. entered a Master Loan Agreement and promissory note with ZenCredit Ventures, LLC to provide up to $2,000,000 in loans. Under the agreement ZenCredit will pay quarterly interest at an annual rate of 16%. The initial promissory note has a nine-month term, at which time all accrued principal and interest become due unless VerifyMe elects to make an Additional Loan under the agreement.

The company funded the maximum amount, issuing a $2,000,000 promissory note to ZenCredit. The filing states the agreement includes customary repayment, default provisions and representations and warranties. A copy of the Loan Agreement will be included as an exhibit to the company’s upcoming quarterly report for the period ending September 30, 2025.

Positive

• $2,000,000 principal loaned to ZenCredit, demonstrating deployment of available cash into an income-producing asset
• 16% annual interest with quarterly payments, representing a high stated yield relative to many short-term instruments
• Nine-month initial term provides a defined near-term maturity for principal and interest recovery

Negative

• Loan creates concentrated credit exposure to a single counterparty, ZenCredit Ventures, LLC
• Filing does not disclose collateral or security for the promissory note within the reported description
• All accrued principal and interest are due at maturity unless the company elects an Additional Loan, which could require repayment or re-exposure at the nine-month mark

Insights

Financial Analyst

TL;DR: VerifyMe deployed $2.0M under a 9-month note earning 16% annual interest, creating short-term yield but concentrated credit exposure.

The transaction converts a portion of VerifyMe's liquidity into a single-counterparty loan earning a 16% annual coupon with quarterly interest payments and a nine-month initial maturity. This structure delivers immediate interest income potential and a defined payoff date, but it places the company’s cash with one borrower until maturity. The agreement includes customary repayment and default provisions; the filing indicates the company may extend additional lending under the master agreement. Impact on reported interest income and cash position will appear in upcoming periodic reporting when the exhibit and accounting treatments are disclosed.

Risk Analyst

TL;DR: The loan carries credit concentration and counterparty risk despite a high stated coupon and short initial term.

The company committed $2,000,000 to a single borrower under a promissory note with a 9-month term and 16% APR. While the high rate and short tenor can be favorable for yield, the filing does not describe any collateral or security terms and concentrates principal with one entity. The agreement includes customary default remedies, but the lack of disclosed security in the filing increases reliance on contractual remedies and borrower creditworthiness. The materiality of these risks depends on VerifyMe’s overall liquidity and credit risk management, which are not detailed in this disclosure.

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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):      August 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 1.01 Entry into a Material Definitive Agreement.

On August 8, 2025, VerifyMe, Inc. (the “Company”), entered into a Master Loan Agreement and Promissory Note (the “Loan Agreement”) with ZenCredit Ventures, LLC, a Delaware limited liability company (“ZenCredit”). Pursuant to the Loan Agreement, the Company agreed to loan ZenCredit up to $2 million. Pursuant to the terms of the Loan Agreement, ZenCredit will pay the Company regular quarterly interest payments at an annual interest rate of 16%. The term of the initial promissory note is nine months (“Initial Loan”) at which time all accrued principal and interest is due to the Company unless the Company elects to make an Additional Loan (as such term is defined in the Loan Agreement) subject to the terms of the Loan Agreement. On August 11, 2025, the Company loaned ZenCredit $2 million in exchange for a promissory note issued pursuant to the Loan Agreement.

The Loan Agreement also contains customary repayment and default provisions and customary representations and warranties by the parties for transactions of this type.

The foregoing description of the Loan Agreement is subject to and qualified in its entirety by the terms of the Loan Agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 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: August 12, 2025	By:	/s/ Adam Stedham
		Adam Stedham Chief Executive Officer and President

FAQ

What did VerifyMe (VRME) agree to under the Master Loan Agreement with ZenCredit?

VerifyMe agreed to loan ZenCredit up to $2,000,000 under a Master Loan Agreement and promissory note with customary repayment and default provisions.

How much interest will VerifyMe earn on the loan to ZenCredit?

ZenCredit will pay VerifyMe quarterly interest at an annual rate of 16%.

What is the term of the initial promissory note between VerifyMe and ZenCredit?

The initial promissory note has a nine-month term, after which accrued principal and interest are due unless VerifyMe elects an Additional Loan.

Did VerifyMe fund the loan and for what amount?

Yes. VerifyMe funded the maximum amount described, issuing a promissory note for $2,000,000 to ZenCredit.

Will the full Loan Agreement be available to investors?

The filing states a copy of the Loan Agreement will be filed as an exhibit to VerifyMe’s quarterly report for the period ended September 30, 2025.