Verifyme Inc SEC Filings

VerifyMe, Inc. filed a preliminary proxy for its October 8, 2025 annual meeting asking shareholders to elect six directors, to approve on an advisory basis executive compensation, to ratify MaloneBailey, LLP as independent auditor for the fiscal year ending December 31, 2025, and to authorize the Board to implement a reverse stock split at a ratio between 1-for-2 and 1-for-10 and amend the Articles of Incorporation accordingly. The proxy discloses director nominees and their qualifications, outlines voting methods and vote thresholds, and details equity awards including performance-based stock units (notably 550,000 PSUs granted to the CEO) and various RSU/PSU vesting conditions tied to share-price hurdles. It reports 12,323,666 shares outstanding as of August 11, 2025 and lists risks and effects the company expects from a reverse split, including potential delisting and reduced liquidity.

VerifyMe, Inc. reported consolidated net revenue of $4.52 million for the three months ended June 30, 2025 and $8.98 million for the six months ended June 30, 2025, down from $5.35 million and $11.11 million in the comparable prior-year periods. Gross profit was $1.59 million for the quarter and $3.08 million for six months. The company recorded a net loss of $0.29 million in Q2 2025 and a six-month net loss of $0.86 million, slightly improved from prior-year losses.

Liquidity strengthened as cash and cash equivalents rose to $6.07 million at June 30, 2025 from $2.82 million at December 31, 2024, driven in part by $4.35 million of net proceeds from warrant exercises. Total liabilities fell to $2.73 million from $5.85 million. Material items disclosed include payoff of the term note on January 21, 2025, convertible debt outstanding of $750 thousand as of June 30, 2025, an ATM program established for up to $15.8 million, a share repurchase of 201,486 shares for $153 thousand, and subsequent events including a $2.0 million loan to ZenCredit and UPS agreements entered on July 29, 2025.

VerifyMe, Inc. will hold a virtual annual meeting on October 8, 2025 at 12:00 p.m. Eastern Time where stockholders will vote to elect six directors, approve an advisory say-on-pay vote, and ratify MaloneBailey, LLP as the independent registered public accounting firm.

The record date is August 11, 2025 and there were 12,323,666 shares of common stock outstanding and entitled to vote. The Board recommends voting FOR each director nominee and FOR Proposals Two and Three. Key management and governance disclosures include Adam H. Stedham serving as CEO since June 19, 2023 with disclosed salary and equity awards (including 550,000 PSUs), the appointment of Jennifer Cola as Chief Financial Officer on July 8, 2025 following Nancy Meyers' retirement on July 7, 2025, disclosure that certain PSUs expired in 2025, and that no payments were made under the short-term incentive plan for fiscal 2024.

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.

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.

Filing: 8-K/A filed August 7, 2025, amending a prior Current Report.

The Company's Board approved an amendment to the Amended and Restated Bylaws effective July 8, 2025, reducing the quorum at stockholder meetings from a majority to 33 1/3% of shares entitled to vote. The amendment is filed as Exhibit 3.1 and this 8-K/A corrects a typographical error in the Initial Form 8-K; no other changes were made.

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.