VerifyMe (VRME) investor exits 5% holder status after cash note payoff

Rhea-AI Filing Summary

VerifyMe, Inc. (VRME) received an amended Schedule 13D filing from Marshall S. Geller and the Geller Living Trust reporting a reduced ownership position and serving as their exit filing. An 8% Convertible Subordinated Promissory Note with a principal amount of $175,000, purchased by the Trust on August 25, 2023, matured on August 25, 2026 and was repaid in cash with $7,000 of accrued interest, so no shares were issued upon conversion. As a result, the Reporting Persons no longer beneficially own the 152,174 shares into which the note could have been converted, producing a 1 percentage point change in reported ownership.

Following this change, Mr. Geller is deemed to beneficially own 591,448 shares, or 4.5% of VerifyMe’s outstanding common stock as of August 25, 2026, while the Trust is deemed to beneficially own 504,448 shares, or 3.8%. Mr. Geller also holds 35,000 restricted shares that vest upon a merger effective time or October 9, 2026.

Key Figures

Principal amount of 8% Convertible Subordinated Promissory Note: $175,000 Accrued interest paid on Note: $7,000 Shares underlying Note no longer beneficially owned: 152,174 shares +5 more

8 metrics

Principal amount of 8% Convertible Subordinated Promissory Note $175,000 Note purchased by the Geller Living Trust in August 25, 2023 private placement and repaid at maturity on August 25, 2026

Accrued interest paid on Note $7,000 Interest paid to the Trust at maturity of the 8% Convertible Subordinated Promissory Note on August 25, 2026

Shares underlying Note no longer beneficially owned 152,174 shares Shares into which the Note could have been converted that are no longer counted as beneficially owned

Mr. Geller beneficial ownership 591,448 shares (4.5%) Aggregate beneficial ownership of VerifyMe common stock as of Amendment No. 3

Geller Living Trust beneficial ownership 504,448 shares (3.8%) Aggregate beneficial ownership of VerifyMe common stock as of Amendment No. 3

Shares outstanding baseline 13,165,196 shares VerifyMe common shares outstanding as of August 25, 2026 used to calculate ownership percentages

Vested RSUs held by Trust 68,310 RSUs Vested RSUs payable one-for-one in shares upon separation of Mr. Geller’s service as director

Restricted shares granted 35,000 shares Restricted VerifyMe shares granted October 9, 2025 that vest upon merger effective time or October 9, 2026

Key Terms

beneficially own, Convertible Subordinated Promissory Note, vested RSUs, Restricted Stock Award Agreement, +1 more

5 terms

beneficially own financial

"Mr. Geller may be deemed to beneficially own, in the aggregate, 591,448 Shares"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

Convertible Subordinated Promissory Note financial

"The 8% Convertible Subordinated Promissory Note in the principal amount of $175,000"

vested RSUs financial

"68,310 vested RSUs that become payable, on a one-for-one basis, in Shares"

Restricted Stock Award Agreement financial

"Mr. Geller and the Issuer are parties to a Restricted Stock Award Agreement"

A restricted stock award agreement is a legal contract that grants someone company shares that are subject to limits — for example, they may only become fully owned after working at the company for a set time, meeting performance goals, or otherwise satisfying conditions. For investors, these agreements matter because they shape insider incentives, future share dilution when restrictions lift, and company compensation costs; think of it like a gift locked in a box that opens only after certain conditions are met.

exit filing regulatory

"represents the final amendment to the Initial and constitutes an exit filing"

FAQ

What change in ownership does this Schedule 13D/A report for VRME?

The amendment reports that Marshall S. Geller’s beneficial ownership in VerifyMe (VRME) decreased to 591,448 shares, or 4.5% of outstanding common stock, after an 8% convertible note for $175,000 was repaid in cash and its 152,174 underlying shares are no longer beneficially owned.

How many VerifyMe (VRME) shares does the Geller Living Trust now beneficially own?

The Geller Living Trust is deemed to beneficially own 504,448 shares of VerifyMe (VRME) common stock, representing approximately 3.8% of the company’s outstanding shares as of August 25, 2026.

What happened to the 8% Convertible Subordinated Promissory Note disclosed for VRME?

The 8% Convertible Subordinated Promissory Note with a principal of $175,000 matured on August 25, 2026. VerifyMe paid the Trust $175,000 in principal plus $7,000 in accrued interest, and no shares were issued, so the 152,174 convertible shares are no longer beneficially owned.

Why is this Schedule 13D/A described as an exit filing for VRME?

This amendment is described as an exit filing because, after the note repayment and resulting reduction, Marshall S. Geller ceased to be a beneficial owner of more than 5% of VerifyMe (VRME) common stock as of August 25, 2026.

What equity awards related to VRME does Marshall S. Geller hold?

Marshall S. Geller is associated with 68,310 vested RSUs payable one-for-one in VerifyMe (VRME) shares upon his separation as director and holds 35,000 restricted shares that vest upon a specified merger effective time or on October 9, 2026.

What share count did the ownership percentages for VRME rely on?

The reported ownership percentages are based on 13,165,196 VerifyMe (VRME) common shares outstanding as of August 25, 2026, plus 31,104 shares underlying presently exercisable warrants and 68,310 vested RSUs.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 08/26/2026 - 04:31 PM Accepted by SEC EDGAR 08/26/2026 - 04:30 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

VerifyMe, Inc.

(Name of Issuer)

Common stock, par value $0.001 per share

(Title of Class of Securities)

92346X2062

(CUSIP Number)

Alexander R. McClean, Esq.
Harter Secrest & Emery LLP, 1600 Bausch & Lomb Place
Rochester, NY, 14604
585-231-1248

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/25/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 92346X2062

1

Name of reporting person

GELLER MARSHALL S

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO, PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 87,000.00
8	Shared Voting Power 504,448.00
9	Sole Dispositive Power 52,000.00
10	Shared Dispositive Power 504,448.00

11

Aggregate amount beneficially owned by each reporting person

591,448.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.5 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The shares reported in rows 8, 10 and 11 above include the following held by the Geller Living Trust, dated July 26, 2002, of which Marshall S. Geller (Mr. Geller) and his spouse are co-trustees: (i) 405,034 shares of VerifyMe, Inc. Common Stock (Shares); (ii) 31,104 Shares issuable upon the exercise of warrants that are presently exercisable; (iii) 68,310 vested RSUs that become payable, on a one-for-one basis, in Shares upon separation of Mr. Geller's service as a director of VerifyMe, Inc. The Shares reported in row 9 do not include 35,000 unvested shares of restricted Common Stock. The percentage reported in row 13 above is based on (i) 13,165,196 Shares outstanding as of August 25,2026, (ii) 31,104 Shares underlying warrants to purchase shares of Common Stock, and (iii) 68,310 vested RSUs that become payable, on a one-for-one basis, in Shares upon separation of Mr. Geller's service as a director of VerifyMe, Inc.

SCHEDULE 13D

CUSIP Number(s): 92346X2062

1

Name of reporting person

Geller Living Trust, dated July 26, 2002

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CALIFORNIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 504,448.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 504,448.00

11

Aggregate amount beneficially owned by each reporting person

504,448.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.8 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

The shares reported in rows 8, 10 and 11 above include the following held by the Geller Living Trust, dated July 26, 2002, of which Mr. Geller and his spouse are co-trustees: (i) 405,034 Shares; (ii) 31,104 Shares issuable upon the exercise of warrants that are presently exercisable; (iii) 68,310 vested RSUs that become payable, on a one-for-one basis, in Shares upon separation of Mr. Geller's service as a director of VerifyMe, Inc. The percentage reported in row 13 above is based on (i) 13,165,196 Shares outstanding as of August 25,2026, (ii) 31,104 Shares underlying warrants to purchase shares of Common Stock, and (iii) 68,310 vested RSUs that become payable, on a one-for-one basis, in Shares upon separation of Mr. Geller's service as a director of VerifyMe, Inc.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common stock, par value $0.001 per share
(b)	Name of Issuer: VerifyMe, Inc.
(c)	Address of Issuer's Principal Executive Offices: 801 INTERNATIONAL PARKWAY, FIFTH FLOOR, LAKE MARY, FLORIDA , 32746.
Item 1 Comment: The initial statement on Schedule 13D was filed on June 8, 2023 (the Initial Schedule 13D) by Marshall S. Geller (Mr. Geller) and the Geller Living Trust, dated July 26, 2002 (the Trust, and together with Mr. Geller, the Reporting Persons), relating to the shares of common stock, par value $0.001 per share (Shares) of VerifyMe, Inc., a Nevada corporation (the Issuer). The Initial Schedule 13D, as amended by Amendment No. 1 filed on September 1, 2023 and Amendment No. 2 filed on January 30, 2025, is hereby further amended with respect to the matters set forth below in this Amendment No. 3. Unless otherwise indicated herein, there are no material changes to the information set forth in the Initial Schedule 13D, as amended by Amendment Numbers 1 and 2. The filing of this Amendment No. 3 represents the final amendment to the Initial Schedule 13D and constitutes an exit filing for the Reporting Persons.
Item 4.	Purpose of Transaction
	The 8% Convertible Subordinated Promissory Note in the principal amount of $175,000 (the Note), which was purchased by the Trust in the Issuer's private placement on August 25, 2023, matured on August 25, 2026. On August 25, 2026, the Issuer paid the Trust the principal amount of $175,000 plus accrued interest of $7,000, in accordance with the terms of the Note. Therefore, the Reporting Persons no longer beneficially own the 152,174 Shares into which the Note may have been converted. This has resulted in a change of 1% of the Reporting Person's beneficial ownership that was reported in the Schedule 13D (Amendment No. 2).
Item 5.	Interest in Securities of the Issuer
(a)	As of the date of this Schedule 13D (Amendment No. 3), Mr. Geller may be deemed to beneficially own, in the aggregate, 591,448 Shares of the Issuer, consisting of 87,000 Shares owned directly by Mr. Geller, 405,034 Shares owned by the Trust, 31,104 Shares issuable upon the exercise of warrants held by the Trust that are presently exercisable, and 68,310 vested RSUs held by the Trust that become payable, on a one-for-one basis, in Shares upon separation of Mr. Geller's service as a director, which represents approximately 4.5 percent of the Issuer's outstanding Shares. As of the date of this Schedule 13D (Amendment No. 3), the Trust may be deemed to beneficially own, in the aggregate, 504,448 Shares of the Issuer, consisting of all of the Shares set forth above in this Item 5(a), except the 87,000 shares of Common Stock owned directly by Mr. Geller, which represents approximately 3.8 percent of the Issuer's outstanding Shares.
(b)	Mr. Geller has sole voting power over 87,000 Shares of the Issuer and has sole dispositive power over 52,000 Shares of the Issuer. Mr. Geller and the Trust share voting and dispositive power over 504,448 Shares of the Issuer.
(c)	The Reporting Persons have not effected any transactions in securities of the Issuer during the past 60 days.
(d)	Not applicable.
(e)	Mr. Geller ceased to be the beneficial owner of more than five percent of the Issuer's securities on August 25, 2026.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	As described in Item 3 of this Schedule 13D (Amendment No. 3), the Note matured on August 25, 2026 and was paid in accordance with its terms. Mr. Geller and the Issuer are parties to a Restricted Stock Award Agreement, dated as of October 9, 2025, pursuant to which the Issuer granted Mr. Geller an aggregate of 35,000 restricted Shares under the Issuer's 2020 Equity Incentive Plan. The restricted Shares will vest in full upon the earlier of the effective time of the merger transaction (as described in the Issuer's Form S-4 Registration Statement on file with the Securities and Exchange Commission (SEC)) or October 9, 2026. The restricted Shares were granted by the Issuer to Mr. Geller as compensation for Mr. Geller's services as a member of the board of directors of the Issuer. The foregoing descriptions of certain material provisions of the Restricted Stock Award Agreement are qualified, in each case, by the full text of such agreement, which was filed as Exhibit 99.2 to the Initial Schedule 13D. Except as disclosed in Item 6 of the Initial Schedule 13D, as amended by Amendment Numbers 1 and 2, and this Amendment No. 3, there are no contracts, arrangements, understandings or relationships between the Reporting Persons and any person with respect to any securities of the Issuer.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

GELLER MARSHALL S

Signature:	/s/ Marshall S. Geller
Name/Title:	Marshall S. Geller
Date:	08/26/2026

Geller Living Trust, dated July 26, 2002

Signature:	/s/ Marshall S. Geller
Name/Title:	Marshall S. Geller, Trustee
Date:	08/26/2026