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.
VerifyMe, Inc. filings document the regulatory record for an operating company with Precision Logistics and Authentication business segments. The disclosures cover financial results, material-event reports, material agreements, shareholder voting matters, governance items, and capital-structure information tied to the company's common stock.
VRME's recent Form 8-K filings include results of operations, Regulation FD materials, annual meeting vote results, Nasdaq minimum bid price notices, and related compliance disclosures. Transaction-related filings also document material agreements and securities-law communications while preserving formal records of the company's reporting and governance obligations.
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.