Source-grounded facts extracted from VerifyMe, Inc.'s SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.
VerifyMe, Inc. amended Second Amendment with Open World (effective 2026-06-04).
“On June 4, 2026, the Parties entered into the Second Amendment (the “Amendment”) to the Merger Agreement, pursuant to which the definition of Fully Diluted Company Shares was revised to include the aggregate number of Open World ordinary shares issuable in connection with any existing agreement to issue Equity Interests (as such term is defined in the Merger Agreement) of Open World.”
VerifyMe, Inc. reported the quarter ended March 31, 2026 results: revenue $1.8 million, net income Net loss of ($0.7) million, EPS ($0.05) per diluted share.
“the Exchange Act. --- EX-99.1 (EXHIBIT 99.1) --- EX-99.1 2 ex99_1.htm EXHIBIT 99.1 Exhibit 99.1 VerifyMe Reports First Quarter 2026 Financial Results · Quarterly revenue of $1.8 million, compared to $4.5 million in Q1 2025 · Quarterly gross profit of $1.0 million or 54%, compared to $1.5 million or 33% in Q1 2025 · Net loss of ($0.7) million, compared to ($0.6)”
VerifyMe, Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2), 5810(c)(3)(A)).
“April 17, 2026, VerifyMe, Inc. (the “Company”) received a letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based upon the closing bid price of the Company’s common stock for the last 30 consecutive business days, the Company no longer meets Nasdaq Listing Rule 5550(a)(2), which requires listed companies to maintain a minimum bid price of at least $1 per share. Nasdaq Listing Rule 5810(c)(3)(A) provides a compliance period of 180 calendar days, or until October 14, 2026, in which to regain compliance with the minimum bid price requirement.”
VerifyMe, Inc. amended Amendment (effective 2026-04-13).
“On April 15, 2026, the Parties entered into the First Amendment (the “Amendment”) to the Merger Agreement effective as of April 13, 2026, pursuant to which the outside date was extended from June 30, 2026 to August 31, 2026.”
VerifyMe, Inc. reported financial results for for the year and quarter ended December 31, 2025.
“On March 30, 2026, VerifyMe, Inc. (the “Company”) issued a press release to report financial results for the year and quarter ended December 31, 2025.”
VerifyMe, Inc. entered into Agreement and Plan of Merger with Open World Ltd. (effective 2026-02-11).
“On February 11, 2026, VerifyMe, Inc., Nevada corporation (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with VRME Subsidiary Corp., a Nevada corporation and wholly owned subsidiary of the Company (“Merger Sub”) and Open World Ltd., a Cayman Islands exempted company (“Open World”).”
VerifyMe, Inc. entered into LOI with Open World Ltd. (effective 2026-01-02).
“On January 2, 2026, VerifyMe, Inc. (the “Company”) entered into a letter agreement (the “LOI”) with Open World Ltd., a Cayman Islands exempted company (“Open World”), regarding a proposed merger transaction.”
VerifyMe, Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2), 5810(c)(3)(A)).
“December 12, 2025, VerifyMe, Inc. (the “Company”) received a letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based upon the closing bid price of the Company’s common stock for the last 30 consecutive business days, the Company no longer meets Nasdaq Listing Rule 5550(a)(2), which requires listed companies to maintain a minimum bid price of at least $1 per share. Nasdaq Listing Rule 5810(c)(3)(A) provides a compliance period of 180 calendar days, or until June 10, 2026, in which to regain compliance with the minimum bid price requirement.”
VerifyMe, Inc.: Reduced stockholder meeting quorum requirement from majority to 33 1/3% of shares entitled to vote (effective 2025-07-08).
“On July 8, 2025, the Board of Directors of the Company approved an amendment to the Company’s Amended and Restated Bylaws (the “Amendment”). The Amendment, which became effective immediately, reduces the quorum requirement at meetings of the Company’s stockholders from a majority of the shares entitled to vote at the meeting to 33 1/3% of the shares entitled to vote at the meeting.”
VerifyMe, Inc.: On July 8, 2025, the Board of Directors approved an amendment to the Amended and Restated Bylaws reducing the stockholder quorum requirement from a majority to 33% of shares entitled to vote (effective 2025-07-08).
“On July 8, 2025, the Board of Directors of the Company approved an amendment to the Company’s Amended and Restated Bylaws (the “Amendment”). The Amendment, which became effective immediately, reduces the quorum requirement at meetings of the Company’s stockholders from a majority of the shares entitled to vote at the meeting to 33% of the shares entitled to vote at the meeting.”
Jennifer Cola was appointed as Vice President of Finance at VerifyMe, Inc..
“Also on May 9, 2025, the Compensation Committee of the Board approved the appointment and compensation of Jennifer Cola, who will serve as Vice President of Finance and report directly to Ms. Meyers, effective, May 19, 2025.”
Nancy Meyers departed as Executive Vice President and Chief Financial Officer at VerifyMe, Inc..
“On May 6, 2025, Nancy Meyers notified VerifyMe, Inc. (the “Company”) of her decision to retire from her position as the Company’s Executive Vice President and Chief Financial Officer effective July 7, 2025.”
VerifyMe, Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2), 5810(c)(3)(A)).
“April 3, 2025, VerifyMe, Inc. (the “Company”) received a letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based upon the closing bid price of the Company’s common stock for the last 30 consecutive business days, the Company no longer meets Nasdaq Listing Rule 5550(a)(2), which requires listed companies to maintain a minimum bid price of at least $1 per share. Nasdaq Listing Rule 5810(c)(3)(A) provides a compliance period of 180 calendar days, or until September 30, 2025, in which to regain compliance with the minimum bid price requirement.”
VerifyMe, Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2), 5810(c)(3)(A)).
“December 27, 2024, VerifyMe, Inc. (the “Company”) received a letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based upon the closing bid price of the Company’s common stock for the last 30 consecutive business days, the Company no longer meets Nasdaq Listing Rule 5550(a)(2), which requires listed companies to maintain a minimum bid price of at least $1 per share. Nasdaq Listing Rule 5810(c)(3)(A) provides a compliance period of 180 calendar days, or until June 25, 2025, in which to regain compliance with the minimum bid price requirement.”
VerifyMe, Inc. completed a disposition involving Paul Ryan for NZD $1 (closed 2024-12-08).
“On December 8, 2024, VerifyMe, Inc. (the “Company”) and Paul Ryan (the "Buyer"), who previously served as Exec utive Vice President, Authentication Segment, and was employed by Trust Codes Global Limited, a wholly-owned subsidiary of the Company, entered into a Share Sale Agreement (the "Agreement") whereby the Company sold 100% of its equity interest in Trust Codes Global Limited in exchange for aggregate cash consideration of approximately NZD $1.”
VerifyMe, Inc. announced a restructuring with charges of approximately $1.8 million affecting Trust Codes Global Limited business.
“On November 8, 2024, the Board of Directors approved closing the Trust Codes Global Limited (“TCGL”) business by the end of November 2024, unless the Company can find a purchaser for the TCGL business prior to the end of November 2024. The Company recorded an aggregate charge associated with decision to sell or close the TCGL business of approximately $1.8 million in the third quarter of 2024 consisting of an intangible asset impairment charge of $901 thousand and a goodwill impairment charge of $1,351 thousand, partially offset by a gain in contingent consideration of $475 thousand.”
Curt Kole was terminated as Executive Vice President at VerifyMe, Inc..
“terminated Curt Kole’s employment effective June 30, 2024 from all positions with the Company and its subsidiaries, including as the Company’s Executive Vice President of Precision Logistics and as Executive Vice President, Global Sales and Strategy of the Company’s wholly owned subsidiary PeriShip Global LLC.”
VerifyMe, Inc. reported three months ended March 31, 2024 results: revenue $5.8 million, net income ($0.6) million, EPS ($0.05) per diluted share.
“2 ex99_1.htm EXHIBIT 99.1 Exhibit 99.1 VerifyMe Reports Improved First Quarter 2024 Financial Results including a Gross Profit increase of 49% · Quarterly revenue of $5.8 million in Q1 2024, compared to $5.7 million in Q1, 2023 · Gross Profit of $2.3 million or 39% in Q1 2024, compared to $1.5 million or 27% in Q1 2023, an increase of 49% · Net loss of”
VerifyMe, Inc. reported the three months ended December 31, 2023 results: revenue $8.7 million, net income less than $0.1 million, EPS ($0.00) per diluted share.
“Key Financial Highlights for Q4 2023: · Cash flow from operations was $0.8 million in Q4 2023 · Quarterly consolidated revenue of $8.7 million in Q4 2023, compared to $9.7 million for the three months ended December 31, 2022 (“Q4 2022”), approximately 56% of the reduction is attributable to a large order in the Authentication segment in 2022 that did not recur in 2023, approximately 40% of the reduction was in the Precision Logistics segment due to reduced proactive shipments with low margin customers · Gross profit of $3.1 million or 36% in Q4 2023, compared to $2.8 million or 29% in Q4 2022 · Net income of less than $0.1 million or ($0.00) per diluted share in Q4 2023, compared to a net income of $0.1 million or $0.01 per diluted share in Q4 2022”
VerifyMe, Inc. reported the year ended December 31, 2023 results: revenue $25.3 million, net income net loss of $3.4 million.
“2023 annual revenue of $25.3 million, compared to $19.6 million in 2022, an increase of 29%; with fourth quarter revenue of $8.7 million in Q4 2023, compared to $9.7 million in Q4 2022 · 2023 annual gross profit of $9.0 million or 36%, compared to $6.5 million or 33% in 2022; Gross Profit of $3.1 million or 36% in Q4 2023, compared to $2.8 million or 29% in Q4 2022 · 2023 annual net loss of $3.4 million, compared to a net loss of $14.4 million in 2022 (which includes the loss on the SPAC of 10.9 million); Net income of less than $0.1 million in Q4 2023, compared to net income of $0.1 million in Q4 2022”
VerifyMe, Inc. reported the three and nine months ended September 30, 2023 results: revenue $5.6 million, net income ($0.9) million, EPS ($0.09) per diluted share.
“the Exchange Act.. --- EX-99.1 (EXHIBIT 99.1) --- EX-99.1 2 ex99_1.htm EXHIBIT 99.1 Exhibit 99.1 VerifyMe Reports Third Quarter 2023 Financial Results · Quarterly revenue of $5.6 million in Q3 2023, compared to $5.2 million in Q3 2022 · Gross Profit of $2.3 million or 41% in Q3 2023, compared to $1.9 million or 36% in Q3 2022 · Net loss of ($0.9) million in Q3”
VerifyMe, Inc. incurred convertible notes of $1.1 million with the investors named therein at 8% per year maturing August 25, 2026.
“On August 25, 2023, VerifyMe, Inc. (the “Company”) entered into a Convertible Note Purchase Agreement (the “Purchase Agreement”) with the investors named therein (the “Investors”) for the sale of convertible promissory notes (“Notes”) in the aggregate principal amount of $1.1 million (the “Private Placement”).”
VerifyMe, Inc. reported financial results for three and six months ended June 30, 2023.
“On August 10, 2023, VerifyMe, Inc. (the “Company”) issued a press release announcing its financial results for its three and six months ended June 30, 2023.”
Margaret Gezerlis departed as Executive Vice President and Chief Financial Officer at VerifyMe, Inc..
“Margaret Gezerlis agreed that Ms. Gezerlis would step down as Executive Vice President and Chief Financial Officer”
Nancy Meyers was appointed as Executive Vice President and Chief Financial Officer, Treasurer and Corporate Secretary at VerifyMe, Inc..
“Also on July 13, 2023, Nancy Meyers, age 53, was appointed Executive Vice President and Chief Financial Officer, Treasurer and Corporate Secretary of the Company, effective August 1, 2023.”
Adam Stedham was appointed as President at VerifyMe, Inc..
“On July 13, 2023, Adam Stedham was appointed President of the Company in addition to his position as Chief Executive Officer, effective August 1, 2023.”
Margaret Gezerlis departed as Executive Vice President and Chief Financial Officer at VerifyMe, Inc..
“Also on July 10, 2023, the Company and Margaret Gezerlis agreed that Ms. Gezerlis would step down as Executive Vice President and Chief Financial Officer and continue in a strategic consulting role with the Company, effective July 31, 2023.”
Keith Goldstein departed as President and Chief Operating Officer at VerifyMe, Inc..
“On July 10, 2023, VerifyMe, Inc. (“we,” “our,” “us,” or the “Company”) and Keith Goldstein agreed that Mr. Goldstein would resign as President and Chief Operating Officer effective, July 31, 2023.”
VerifyMe, Inc. shareholders approved Ratification of selection of MaloneBailey, LLP as independent registered public accounting firm for fiscal year ending December 31, 2023 at the 2023-06-06 meeting.
“Proposal 3. The Company's stockholders ratified the selection of MaloneBailey, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023. Votes For Votes Against Votes Abstained 5,092,441 21,383 26,080”
VerifyMe, Inc. shareholders approved Approval of Second Amendment to the VerifyMe, Inc. 2020 Equity Incentive Plan at the 2023-06-06 meeting.
“Proposal 2. The Company's stockholders approved the Second Amendment to the VerifyMe, Inc. 2020 Equity Incentive Plan. Votes For Votes Against Votes Abstained Broker Non-Votes 3,522,098 355,394 16,880 1,245,532”
VerifyMe, Inc. shareholders approved Election of directors at the 2023-06-06 meeting.
“Proposal 1. The Company's stockholders elected the following nominees as directors, each to serve for a one-year term expiring in 2024 and until their successors are duly elected and qualified, or until the director's earlier death, resignation or removal. Director Nominee Votes For Authority Withheld Broker Non-Votes Marshall Geller 3,646,466 247,906 1,245,532 Howard Goldberg 3,524,591 369,781 1,245,532 Scott Greenberg 3,869,119 25,253 1,245,532 Arthur Laffer 3,659,685 234,687 1,245,532 Adam H Stedham 3,674,554 219,818 1,245,532 David Edmonds 3,661,124 233,248 1,245,532”
Adam Stedham was appointed as Chief Executive Officer at VerifyMe, Inc..
“On May 24, 2023, the board of directors (the “Board”) of VerifyMe, Inc. (the “Company”) appointed Mr. Adam Stedham to serve as Chief Executive Officer of the Company, effective June 19, 2023 (the “Effective Date”).”
VerifyMe, Inc. reported Q1 2023 results: revenue $5.7 million, net income Net loss of $1.6 million, EPS ($0.17) per diluted share.
“· Quarterly consolidated revenue of $5.7 million for the three months ended March 31, 2023, an increase of 3,416% compared to $0.2 million for the three months ended March 31, 2022, primarily attributable to the acquisition of the PeriShip Global business in April 2022 · Gross profit of $1.8 million or 31% for the three months ended March 31, 2023, compared to $0.1 million or 76% for the three months ended March 31, 2022 · Net loss of $1.6 million or ($0.17) per diluted share for the three months ended March 31, 2023, compared to a net loss of $1.4 million or ($0.19) per diluted share for the three months ended March 31, 2022”
VerifyMe, Inc. reported for its three months and year ended December 31, 2022 results: revenue $9.7 million, net income $0.1 million, EPS $0.01 per diluted share.
“EX-99.1 (EXHIBIT 99.1) --- EX-99.1 2 ex99_1.htm EXHIBIT 99.1 Exhibit 99.1 VerifyMe Reports Positive Net Income in Fourth Quarter 2022 Financial Results · Quarterly revenue of $9.7 million in Q4 2022, compared to $0.3 million in Q4 2021 · Net income of $0.1 million in Q4 2022, compared to Net loss of $1.0 million in Q4 2021 · Adjusted EBITDA (1) of $0.7 million in”
Scott Greenberg was appointed as Interim Chief Executive Officer at VerifyMe, Inc..
“Effective as of March 15, 2023, the Board appointed Scott Greenberg, the Company’s executive chairman of the Board, as Interim Chief Executive Officer.”
Patrick White resigned as Director at VerifyMe, Inc..
“whereby Mr. White voluntarily elected to resign as Chief Executive Officer and as a director of the Company”
Patrick White resigned as Chief Executive Officer at VerifyMe, Inc..
“On March 14, 2023, VerifyMe, Inc. (“we,” “our,” “us,” or the “Company”) and Patrick White agreed that Mr. White would resign as Chief Executive Officer of the Company.”
VerifyMe, Inc. completed an acquisition involving Trust Codes Limited for approximately $1,000,000 (closed 2023-03-01).
“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”
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).
“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”).”
VerifyMe, Inc. reported three months ended September 30, 2022 results: revenue Quarterly revenue of $5.2 million, net income Net loss of $0.6 million, EPS ($0.06) fully diluted loss per share.
“EX-99.1 (EXHIBIT 99.1) --- EX-99.1 2 ex99_1.htm EXHIBIT 99.1 Exhibit 99.1 VerifyMe Reports Third Quarter 2022 Financial Results and Positive Outlook · Quarterly revenue of $5.2 million, compared to $0.3 million in Q3 2021 · Net Loss of $0.6 million in Q3 2022, compared to Net Income of $7.2 million in Q3 2021 (inclusive of non-cash gain on equity investment”
Adam Stedham was appointed as Director at VerifyMe, Inc..
“On April 7, 2022, the Company appointed Mr. Adam H. Stedham to the Board, effective immediately.”
Scott Greenberg was appointed as Executive Chairman at VerifyMe, Inc..
“On April 7, 2022, the board of directors (the “Board”) of VerifyMe, Inc. (the “Company”) appointed Mr. Scott Greenberg to serve as Executive Chairman of the Board, effective immediately.”
Nancy Meyers was appointed as Senior Vice President of Finance and Investor Relations at VerifyMe, Inc..
“Nancy Meyers, age 52 , who recently joined the Company’s executive team will serve as Senior Vice President of Finance and Investor Relations.”
Margaret Gezerlis changed role as Executive Vice President and Chief Financial Officer at VerifyMe, Inc..
“Margaret Gezerlis, age 40 , was promoted to Executive Vice President and will continue to serve as Chief Financial Officer.”
Keith Goldstein changed role as President & Chief Operating Officer at VerifyMe, Inc..
“Keith Goldstein, age 53 , was promoted to President, taking over the role from Mr. White, and will continue to serve as Chief Operating Officer.”
Patrick White changed role as Chief Executive Officer at VerifyMe, Inc..
“Mr. White, age 68, will continue is his role as Chief Executive Officer of the Company.”
Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.