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

Rhea-AI Filing Summary

VerifyMe, Inc. furnished a press release reporting its financial results for the three and six months ended June 30, 2025 and posted slides to the Investor section of its website to accompany an earnings conference call and webcast scheduled for 11:00 a.m. Eastern Time on August 13, 2025. The press release and slides are attached as Exhibits 99.1 and 99.2 to this Current Report; the filing states these exhibits are furnished and are not deemed "filed" for purposes of Section 18 of the Exchange Act. Exhibit 104 (interactive data) is also included.

Positive

• Press release furnished as Exhibit 99.1, ensuring investors have access to the company's announced results
• Investor slides posted and furnished as Exhibit 99.2 to accompany the earnings webcast, improving transparency for the call
• Interactive data (Exhibit 104) included, indicating machine-readable financial tagging accompanies the filing

Negative

• The 8-K does not include the financial results or key metrics within the filing text, so investors must access Exhibit 99.1 or the webcast to see numbers
• Exhibits are furnished but explicitly not deemed "filed" under Section 18, which limits incorporation by reference into other SEC filings

Insights

Securities Analyst

TL;DR: Routine earnings disclosure and investor materials were furnished, but the form does not include the financial figures themselves.

The 8-K notifies investors that the company issued a press release with results for the three- and six-month periods ended June 30, 2025, and that accompanying slides for an earnings webcast were posted. Because the filing furnishes exhibits rather than embedding financial tables or summarizing results, there is no standalone financial detail in the filing to evaluate revenue, profitability, or guidance. The inclusion of Exhibit 104 indicates interactive XBRL tagging is provided in the filing package.

Corporate Governance Expert

TL;DR: The company followed standard disclosure protocol by furnishing a press release and investor slides and clarifying exhibit status.

This report documents adherence to disclosure rules: press release and investor slides were furnished as exhibits and explicitly not deemed "filed" under Section 18, which preserves limited liability exposure for those exhibits. The itemization of exhibits and the Regulation FD reference reflect routine investor communications. No governance or material control issues are raised in the text provided.

false 0001104038 0001104038 2025-08-13 2025-08-13 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):      August 13, 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 2.02 Results of Operations and Financial Condition.

On August 13, 2025, VerifyMe, Inc. (the “Company”) issued a press release announcing its financial results for its three and six months ended June 30, 2025. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under such section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act.

Item 7.01 Regulation FD Disclosure.

The disclosure contained in Item 2.02 is incorporated herein by reference. Also on August 13, 2025, the Company posted slides to the Investor section of its website that will accompany the Company’s earnings conference call and webcast at 11:00 a.m. Eastern Time on August 13, 2025. The slides are attached to this Form 8-K as Exhibit 99.2.

The information furnished pursuant to this Item 7.01, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under such section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act, or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d)       Exhibits

Exhibit No.		Description
99.1		VerifyMe, Inc. Press Release dated August 13, 2025.
99.2		Slides for the August 13, 2025, Earnings Conference Call and Webcast.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 13, 2025	/s/ Adam Stedham
	Name:	Adam Stedham
	Title:	Chief Executive Officer and President

FAQ

What did VerifyMe (VRME) disclose in this 8-K?

The company furnished a press release announcing financial results for the three and six months ended June 30, 2025 and posted accompanying investor slides for an earnings webcast.

Where can I find the press release and slides referenced in VRME's 8-K?

The press release is attached as Exhibit 99.1 and the investor slides are attached as Exhibit 99.2 to the Current Report; the slides were also posted to the company's Investor section online.

Does the 8-K include the actual financial numbers for Q2 2025?

No. The 8-K furnishes the press release and slides but does not embed financial figures in the filing text; investors must view Exhibit 99.1 or the webcast for the numbers.

Was the earnings webcast scheduled and when is it?

Yes. The earnings conference call and webcast are scheduled for 11:00 a.m. Eastern Time on August 13, 2025.

Are the furnished exhibits considered "filed" with the SEC?

The filing states that the information and Exhibits 99.1 and 99.2 are furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act.