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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 26, 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. ¨
On August 26, 2025, VerifyMe, Inc. (the “Company,”
“us,” or “we”) received notice from FedEx Corporation (“FedEx”) dated August 25, 2025 informing us
that we will no longer be an approved FedEx preferred shipper effective September 24, 2025. We also cannot open any new accounts as a
FedEx preferred shipper effective immediately. After receiving the FedEx notice, the Company informed FedEx that it believed the notice
was sent in error. On September 10, 2025, FedEx informed the Company that the notice was not sent to the Company in error. If we are not
a FedEx preferred shipper, then we can no longer offer our Proactive services to FedEx customers. We will continue providing our
Premium services to FedEx customers. For the quarter ended June 30, 2025, Proactive services provided to FedEx customers comprised approximately
85% of our revenue and 60% of our gross profits. If FedEx removes us as a preferred shipper on September 24, 2025, then we plan to focus
on providing our Premium service offerings to FedEx customers and begin offering our Proactive and Premium services to customers of our
new shipping partner.
On September 11, 2025, the Company issued a press
release announcing the notice from FedEx. A copy of the press release is attached hereto as Exhibit 99.1 to this Report.
Forward-Looking Statements
This Report contains “forward-looking statements”
within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Words like “can,” “plan,” or “will,” are used to identify forward-looking statements,
although not all forward-looking statements contain these words. Although the Company believes that it is basing its expectations
and beliefs on reasonable assumptions within the bounds of what is currently known about its business and operations, there can be no
assurance that actual results will not differ materially from what the Company expects or believes. Some of the factors that could cause
the Company’s actual results to differ materially from its expectations or beliefs are disclosed in the “Risk Factors”
section, as well as other sections, of its reports filed with the Securities and Exchange Commission, which include, without limitation,
its ability to provide Proactive services to customers of our new shipping partner by September 24, 2025 or at all. All forward-looking statements
speak only as of the date on which they are made and the Company undertakes no duty to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. |
|
Description |
| 99.1 |
|
VerifyMe, Inc. Press Release dated September 11, 2025. |
| 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: September 11, 2025 |
By: |
/s/ Adam Stedham |
| |
|
Adam Stedham |
| |
|
Chief Executive Officer and President |
