VerifyMe, Inc. SEC Filings

VerifyMe, Inc. (VRME) director Marshall S. Geller reported multiple equity transactions and holdings. On 09/19/2025 the reporting person transferred 35,000 common shares to a family trust for which he is trustee, reducing his direct holdings to 52,000 shares. The report shows an indirect holding of 473,344 shares held by the Marshall & Patricia Geller Living Trust, which includes 68,310 vested restricted stock units payable upon separation from board service. On 10/09/2025 the reporting person was granted 35,000 restricted shares under the 2020 Equity Incentive Plan that generally vest on the first anniversary of the grant. Derivative holdings held indirectly by the trust include a warrant for 31,104 shares (exercise price $3.215, expires 10/14/2027) and an 8% convertible promissory note convertible into 152,174 shares at $1.15 due 08/25/2026 with principal $175,000.

The filing shows that Howard Goldberg, a director of VerifyMe, Inc. (VRME), was granted 35,000 shares of restricted common stock on 10/09/2025 at a $0 purchase price under the 2020 Equity Incentive Plan. The award generally vests on the first anniversary of the grant date. Following the grant, the reporting person beneficially owns 373,662 shares in total, which includes 89,310 vested restricted stock units that become payable one-for-one in shares upon separation of service as a director. The Form 4 was signed by an attorney-in-fact on 10/10/2025.

David Bruce Edmonds, a director of VerifyMe, Inc. (VRME), reported a Form 4 disclosing transactions dated 10/09/2025. The filing shows a sale of 119,662 shares of common stock and a grant/acquisition of 35,000 restricted stock units (RSUs) under the VerifyMe 2020 Equity Incentive Plan that convert one‑for‑one into common shares and vest on the first anniversary of the grant date. The filing also notes 50,217 vested RSUs that become payable in shares upon the reporting person's separation from service. The Form 4 was signed by an attorney‑in‑fact on 10/10/2025. The document identifies the reporting person as a director and indicates the transactions are individual (single filer).

Scott N. Greenberg, Executive Chairman and director of VerifyMe, Inc. (VRME), reported changes in his beneficial ownership on 10/09/2025. The filing shows a disposition of 74,011 shares of common stock and reports 175,561 shares beneficially owned indirectly through the Scott Greenberg Revocable Trust. New equity awards and derivative holdings are disclosed: a grant of 35,000 restricted stock units (RSUs) dated 10/09/2025 that convert one-for-one into common shares, an additional 56,819 RSUs, an outstanding warrant for 15,552 shares exercisable through 10/14/2027, and conversion rights from an 8% convertible promissory note due 2026 representing 43,478 shares (note principal shown as $50,000 with a conversion price of $1.15). The filing includes grant/vesting terms: 68,310 vested RSUs payable upon separation of service, and performance/price-triggered vesting for tranches tied to the common stock reaching $2.75 and $3.75 for 20 consecutive trading days, with alternate vesting dates on 3/15/2025 or 3/15/2026.

VerifyMe, Inc. reported the results of its stockholder votes. Shareholders elected four director nominees—Howard Goldberg, Scott Greenberg, Adam H. Stedham and David Edmonds—to one-year terms expiring in 2026, with vote tallies reported for each nominee. On an advisory basis, shareholders approved the compensation of the named executive officers. Shareholders ratified MaloneBailey, LLP as the independent registered public accounting firm for the fiscal year ending 2025. The board was authorized to effect, at its discretion, a reverse stock split of the common stock at a ratio between 1-for-2 and 1-for-10, and approved a corresponding amendment to the company's articles to implement the split if chosen.

VerifyMe, Inc. director and Executive Chairman Scott N. Greenberg reported multiple transactions in Form 4 showing transfers and dispositions of common stock and holdings in derivative awards. Between 09/19/2025 and 09/23/2025 he reported dispositions totaling 175,561 shares held indirectly by the Scott Greenberg Revocable Trust and multiple direct disposals reducing his direct common stock position to 74,011 shares as of 09/23/2025. The filing also discloses 56,819 restricted stock units that convert one-for-one into common stock and 15,552 warrants and a $50,000 8% convertible note exercisable into 43,478 shares. The reporter states certain shares were transferred to a revocable trust for no consideration and that 68,310 vested RSUs become payable upon separation of service.

VerifyMe, Inc. reports that FedEx Corporation has notified the company it will no longer be an approved FedEx preferred shipper effective September 24, 2025, and that no new preferred shipper accounts can be opened immediately. VerifyMe contested the notice but FedEx confirmed it was not sent in error.

Without preferred shipper status, VerifyMe cannot offer its Proactive services to FedEx customers, though it will continue to provide its Premium services. For the quarter ended June 30, 2025, Proactive services provided to FedEx customers made up approximately 85% of revenue and 60% of gross profits, so this change could significantly affect its business mix. The company plans to emphasize Premium offerings for FedEx customers and to offer both Proactive and Premium services through a new shipping partner.

VerifyMe, Inc. filed a definitive proxy statement proposing four stockholder votes at the October 8, 2025 annual meeting: election of six directors, an advisory "say-on-pay" approval of named executive officer compensation, ratification of MaloneBailey, LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025, and authorization for the Board to implement a reverse stock split of common stock at a ratio between 1-for-2 and 1-for-10 and a corresponding amendment to the Articles of Incorporation. The filing lists director nominees and their qualifications, summarizes equity award programs including multiple PSUs and RSUs with specified vesting conditions and price thresholds, discloses compensation "actually paid" to the principal executive officer of $485,758 and average non-PEO NEO CAP of $223,757 for 2024, and states that directors and executive officers as a group beneficially own 2,600,471 shares (19.7%). The reverse-split discussion identifies potential impacts and risks, including possible loss of Nasdaq listing, decreased liquidity, treatment of fractional shares as cash, and proportional adjustments to equity plan reserves and convertible securities.

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.