Form 8-K - Current report

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported):

November 26, 2024

 

VerifyMe, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada		001-39332				23-3023677
(State or other jurisdiction of incorporation)		(Commission File Number)				(IRS Employer Identification No.)
801 International Parkway, Fifth Floor, Lake Mary, Florida						32746
(Address of principal executive offices)						(Zip Code)
Registrant’s telephone number, including area code:				[phone]

_____________________

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		VRME		The Nasdaq Capital Market
Warrants to Purchase Common Stock		VRMEW		The Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

 

 

Item 8.01

Other Events.

 

On November 26, 2024, VerifyMe, Inc. (the “Company”) issued a press release announcing that its board of directors approved a plan to repurchase up to $500 thousand in shares of the Company’s common stock on the open market, through block trades and in privately negotiated transactions, through December 31, 2025. The Company is not obliged to acquire any specific number of shares in any period under the plan or at all. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. 

 

Item 9.01

Financial Statements and Exhibits.

 

(d)     Exhibits.

 

Exhibit No.	Description
99.1	VerifyMe, Inc. Press Release dated November 26, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

	VerifyMe, Inc.
Date: November 26, 2024	By:	/s/ Adam Stedham
		Adam Stedham
		Chief Executive Officer and
		President

 

 

 

 

 

 

 

Exhibit 99.1

 

VerifyMe announces extension of Share Repurchase Plan

 

Lake Mary, FL – November 26, 2024 – PRNewswire — VerifyMe, Inc. (NASDAQ: VRME) (“VerifyMe,” “we,” “our,” or the “Company”) provides brand owners time and temperature sensitive logistics, authentication, anti-counterfeiting, and brand enhancement services, announced today that the Company’s board of directors (the “Board”) approved an extension of its share repurchase plan.

 

 

The Board has approved an extension to the expiration date of the 2024 Share Repurchase Authorization to December 31, 2025. The Company may repurchase up to $500,000 of shares of our common stock from time to time as market conditions warrant, subject to legal considerations. The Company may also repurchase shares under a Rule 10b5-1 compliant trading plan. The share buyback authorization does not oblige the Company to acquire any specific number of shares in any period or at all, and may be modified, suspended or discontinued at the discretion of the Board at any time. Purchases may be made on the open market, through block trades and in privately negotiated transactions. The repurchases will be funded from cash generated from operations. The repurchases will be made at management's discretion while maintaining sufficient liquidity to invest in strategic growth initiatives.

 

Adam Stedham, President and CEO of VerifyMe said “I am pleased with the operational efficiencies we have created within PeriShip. I believe we have significant opportunity to deliver shareholder value through organic and strategic initiatives. The Company wants to have all capital allocation options available to ensure we can optimize both our short and long-term shareholder value creation. I am pleased to see the Board’s continuing commitment to ensuring the company has the resources to fully execute on our strategy.”

 

About VerifyMe, Inc.

VerifyMe, Inc. (NASDAQ: VRME) provides brand protection and brand enhancement solutions. The company operates an Authentication Segment and a Precision Logistics Segment to provide anti-diversion and anti-counterfeit protection, brand protection and enhancement solutions, as well as specialized logistics for time and temperature sensitive products. VerifyMe serves customers worldwide. To learn more, visit www.verifyme.com.

 

 

Cautionary Note Regarding Forward-Looking Statements

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including statements regarding the Company’s share repurchase plan and its ability to provide value to customers and its shareholders. The words “believe,” “can,” “continue,” “may,” "will," and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. Important factors that could cause actual results to differ from those in the forward-looking statements include our engagement in future acquisitions or strategic partnerships that increase our capital requirements or cause us to incur debt or assume contingent liabilities, our reliance on one key strategic partner for shipping services in our Precision Logistics segment, competition including by our key strategic partner, seasonal trends in our business, sever climate conditions, the highly competitive nature of the industry in which we operate, our brand image and corporate reputation, impairments related to our goodwill and other intangible assets, economic and other factors such as recessions, downturns in the economy, inflation, global uncertainty and instability, the effects of pandemics, changes in United States social, political, and regulatory conditions and/or a disruption of financial markets, reduced freight volumes due to economic conditions, reduced discretionary spending in a recessionary environment, global supply-chain delays or shortages, fluctuations in labor costs, raw materials, and changes in the availability of key suppliers, our history of losses, our ability to use our net operating losses to offset future taxable income, the confusion of our name brand with other brands, the ability of our technology to work as anticipated and to successfully provide analytics logistics management, the ability of our strategic partners to integrate our solutions into their product offerings, our ability to manage our growth effectively, our ability to successfully develop and expand our sales and marketing capabilities, risks related to doing business outside of the U.S., intellectual property litigation, our ability to successfully develop, implement, maintain, upgrade, enhance, and protect our information technology systems, our reliance on third-party information technology service providers, our ability to respond to evolving laws related to information technology such as privacy laws, our ability to retain key management personnel, our ability to work with partners in selling our technologies to businesses, production difficulties, our inability to enter into contracts and arrangements with future partners, our ability to acquire new customers, issues which may affect the reluctance of large companies to change their purchasing of products, acceptance of our technologies and the efficiency of our authenticators in the field, our ability to comply with the continued listing standards of the Nasdaq Capital Market, and our ability to timely pay amounts due and comply with the covenants under our debt facilities. These risk factors and uncertainties include those more fully described in VerifyMe’s Annual Report and Quarterly Reports filed with the Securities and Exchange Commission, including under the heading entitled “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our underlying assumptions prove incorrect, actual results may vary materially from those currently anticipated. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

 

For Other Information Contact:

Company: VerifyMe, Inc.

Email: [e-mail]

Website: http://www.verifyme.com

 

 

 

 

 

 

 

Cover	Nov. 26, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 26, 2024
Entity File Number	001-39332
Entity Registrant Name	VerifyMe, Inc.
Entity Central Index Key	0001104038
Entity Tax Identification Number	23-3023677
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	801 International Parkway
Entity Address, Address Line Two	Fifth Floor
Entity Address, City or Town	Lake Mary
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	32746
City Area Code	(585)
Local Phone Number	736-9400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock, par value $0.001 per share
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	VRME
Security Exchange Name	NASDAQ
Warrants to Purchase Common Stock
Title of 12(b) Security	Warrants to Purchase Common Stock
Trading Symbol	VRMEW
Security Exchange Name	NASDAQ

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