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    VerifyMe Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Regulation FD Disclosure, Financial Statements and Exhibits

    5/13/25 8:05:38 AM ET
    $VRME
    EDP Services
    Technology
    Get the next $VRME alert in real time by email
    false 0001104038 0001104038 2025-05-13 2025-05-13 0001104038 VRME:CommonStockParValue0.001PerShareMember 2025-05-13 2025-05-13 0001104038 VRME:WarrantsToPurchaseCommonStockMember 2025-05-13 2025-05-13 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

    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): May 13, 2025

     

    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:   (585) 736-9400
                 

    _____________________

    (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 2.02Results of Operations and Financial Condition.

     

    On May 13, 2025, VerifyMe, Inc. (the "Company") issued a press release announcing its financial results for its three months ended March 31, 2025. A copy of the Company's press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

     

    The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under such section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act.

     

    Item 7.01Regulation FD Disclosure.

     

    The disclosure contained in Item 2.02 is incorporated herein by reference. Also on May 13, 2025, the Company posted slides to the Investor section of its website that will accompany the Company’s earnings conference call and webcast at 11:00 a.m. Eastern Time on May 13, 2025. The slides are attached to this Form 8-K as Exhibit 99.2.

     

    The information furnished pursuant to this Item 7.01, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under such section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act, or the Exchange Act.

     

    Item 9.01Financial Statements and Exhibits.

     

    (d)Exhibits

     

    Exhibit No.   Description
    99.1   VerifyMe, Inc. Press Release dated May 13, 2025.
    99.2   Slides for the May 13, 2025, Earnings Conference Call and Webcast.
    104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

     

       
     

     

    SIGNATURES

     

    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: May 13, 2025  

    /s/ Adam Stedham

     
        Name:   Adam Stedham  
        Title:   Chief Executive Officer and President  

     

     

     

     

     

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