---
schema_version: "secwatch.filing_event.v1"
accession: "0001214659-23-003433"
form_type: "8-K"
ticker: "VRME"
cik: "0001104038"
company_name: "VerifyMe, Inc."
filed_at: "2023-03-02T23:59:59+00:00"
generated_at: "2026-06-18T14:09:51.953475+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

# VerifyMe acquires Trust Codes assets for ~$1M in cash and stock

## Summary
- Total consideration ~$1M: $350k cash plus 353,492 restricted shares at $1.84/share.
- Earnout over 5 years: 18% of gross margin on existing customers (cash) and 20% on new customers (equity).
- Trust Codes provides cloud-based brand protection, data intelligence, and consumer engagement for food/agri.
- Acquisition strengthens VerifyMe's traceability services and expands geographic reach to Australasia and China.
- Trust Codes has recurring revenue and employees in New Zealand and Australia.

## SEC filing metadata
- accession: 0001214659-23-003433
- form_type: 8-K
- ticker: VRME
- cik: 0001104038
- company_name: VerifyMe, Inc.
- filed_at: 2023-03-02T23:59:59+00:00
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 1.01, 2.01, 3.02, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1104038/000121465923003433/0001214659-23-003433-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1104038/000121465923003433/d2282318k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001214659-23-003433
- JSON: https://secwatch.observer/filing/0001214659-23-003433.json
- Plain text: https://secwatch.observer/filing/0001214659-23-003433.txt

## Key facts
- M&A Transactions
  VerifyMe, Inc. completed an acquisition involving Trust Codes Limited for approximately $1,000,000 (closed 2023-03-01).
  - Action: acquisition
  - Counterparty: Trust Codes Limited
  - Consideration: approximately $1,000,000
  - Closing: 2023-03-01
  source text: On March 1, 2023, VerifyMe, Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Agreement”) effective as of February 28, 2023 (the “Effective Date”) by and among the Company, Trust Codes Global Limited, a New Zealand limited liability company and wholly owned subsidiary of the Company (“Trust Codes Global”), Trust Codes Limited, a New Zealand limited liability company (“Trust Codes” or “Seller”) and Signum Holdings Limited (“Seller’s Parent”). Pursuant to the terms of the Agreement Trust Codes Global agreed to purchase from Trust Codes and Trust Codes agreed to sell to Trust Codes Global substantially all of the assets of Trust Codes and certain specified liabilities (the “Transaction”). The Transaction closed simultaneously with the execution of the Agreement on March 1 , 2023 (the “Closing”). The total consideration paid to the Seller at Closing in connection with the Transaction was approximately $1,000,000, which consisted of approximately $350,000 in cash (the “Cas
  evidence_url: https://www.sec.gov/Archives/edgar/data/1104038/000121465923003433/0001214659-23-003433-index.htm
- Material Agreements
  VerifyMe, Inc. entered into Asset Purchase Agreement with Trust Codes Limited and Signum Holdings Limited valued at approximately $1,000,000 (effective 2023-02-28).
  - Action: entry
  - Agreement: asset purchase
  - Counterparty: Trust Codes Limited and Signum Holdings Limited
  - Value: approximately $1,000,000
  - Effective: 2023-02-28
  source text: On March 1, 2023, VerifyMe, Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Agreement”) effective as of February 28, 2023 (the “Effective Date”) by and among the Company, Trust Codes Global Limited, a New Zealand limited liability company and wholly owned subsidiary of the Company (“Trust Codes Global”), Trust Codes Limited, a New Zealand limited liability company (“Trust Codes” or “Seller”) and Signum Holdings Limited (“Seller’s Parent”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1104038/000121465923003433/0001214659-23-003433-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.