Welcome to our dedicated page for Verifyme SEC filings (Ticker: VRME), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The VerifyMe, Inc. (NASDAQ: VRME) SEC filings page on Stock Titan provides direct access to the company’s regulatory disclosures, along with AI‑powered summaries that help explain their contents in clear language. VerifyMe’s filings offer insight into its operations as a traceability and customer support services provider with Precision Logistics and Authentication segments focused on time‑ and temperature‑sensitive logistics, item‑level traceability, authentication, and brand protection and enhancement solutions.
Investors can review VerifyMe’s annual reports on Form 10‑K and quarterly reports on Form 10‑Q to see segment discussions, risk factors, and management’s analysis of its Precision Logistics and Authentication businesses. These reports also describe relationships with major parcel carriers, the role of subsidiaries such as PeriShip Global and Trust Codes Global, and the use of non‑GAAP measures like EBITDA and Adjusted EBITDA. Stock Titan’s AI tools highlight key sections, such as segment performance, liquidity, and risk disclosures, so readers can quickly understand what is driving results.
Current reports on Form 8‑K are especially important for VRME. Recent 8‑K filings have covered quarterly earnings releases, material agreements (including logistics arrangements with a major parcel carrier and a loan agreement with a borrower), amendments to bylaws, changes in executive officers, and a Nasdaq notice regarding minimum bid price compliance. An 8‑K filed in December 2025 describes the notice from Nasdaq that VerifyMe no longer met the $1.00 minimum bid price requirement and outlines the 180‑day compliance period. Other 8‑Ks detail the outcomes of annual stockholder meetings and governance changes such as reduced quorum requirements.
Filings also document strategic and financing activities. For example, VerifyMe has reported entering into a master loan agreement and promissory note under which it agreed to lend up to a specified amount in exchange for regular quarterly interest payments, and has described agreements that give its PeriShip subsidiary access to designated services of a major parcel carrier at promotional rates for specialized logistics management. AI‑generated overviews on Stock Titan call out these items so users can see how they relate to VerifyMe’s Precision Logistics and Authentication segments.
In addition, proxy materials such as the DEF 14A definitive proxy statement provide detail on the company’s board composition, executive compensation policies, and matters submitted to stockholders, including director elections, advisory votes on compensation, and auditor ratification. For users interested in governance and voting history, AI summaries highlight the key proposals and voting results.
Across all these documents, Stock Titan’s platform surfaces important elements of VerifyMe’s regulatory record—ranging from earnings announcements and carrier relationships to Nasdaq listing notices and bylaw amendments—while AI‑powered summaries help clarify complex sections, allowing investors to navigate VRME’s SEC filings more efficiently.
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.
VerifyMe, Inc. (VRME) filed a Form 25 through the Nasdaq Stock Market LLC to remove its warrant expiring 6/23/2025 from listing and registration under Section 12(b) of the Securities Exchange Act of 1934.
The notice (Commission File No. 001-39332) confirms that both the Exchange and the issuer have satisfied the procedural requirements of Rules 12d2-2(b) and 12d2-2(c) for voluntary withdrawal. The document was signed on 2025-06-23 by Tara Petta, AVP, on Nasdaq’s behalf. Once the Form 25 becomes effective, the referenced warrant will cease trading on the Nasdaq exchange and its registration under Section 12(b) will be terminated.
VerifyMe, Inc. (VRME) – Form 4 overview: CEO, President and Director Adam H. Stedham reported multiple equity transactions dated 06/19/2025.
- Conversion of RSUs (Code M): 68,027 restricted stock units were converted into common shares at a cost of $0, increasing Stedham’s direct holdings to 435,375 shares.
- Share withholding for taxes (Code F): 26,178 of the newly issued shares were simultaneously withheld at $0.758 per share to satisfy payroll‐tax obligations, leaving the executive with 409,197 directly owned shares.
- Remaining derivative position: • 18,750 time-based RSUs vest on 01/01/2026. • 550,000 performance RSUs vest in three tranches when VRME’s stock trades ≥ $2.21, ≥ $2.94 and ≥ $3.68 for 20 consecutive days, with final vesting on 06/19/2027. • $175,000 8 % convertible note due 08/25/2026 is convertible at $1.15 into 152,174 shares.
Capital-structure implications: If all outstanding derivatives (718,924 shares) ultimately convert, potential dilution is material relative to VRME’s small float. However, most of the RSUs are performance-based, aligning management incentives with share-price appreciation beyond current levels.
Net result of reported transactions: +41,849 common shares were added to insider ownership after tax withholding. No open-market purchase or sale occurred; cash cost to the insider was zero.
Overall, the filing signals routine equity compensation vesting, with sizeable forward-looking performance incentives and a modest immediate dilution effect.