VerifyMe, Inc. Files 8-K: Material Agreement & Equity Sales

TL;DR

VerifyMe (VRME) filed an 8-K detailing a new material agreement and equity sales.

AI Summary

VerifyMe, Inc. announced on January 13, 2025, that it entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and other events, including financial statements and exhibits. This filing follows a name change from LASERLOCK TECHNOLOGIES INC on October 4, 2000.

Why It Matters

This 8-K filing indicates significant corporate activity, including a new material agreement and equity transactions, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

• VerifyMe, Inc. (company) — Registrant
• LASERLOCK TECHNOLOGIES INC (company) — Former Company Name
• January 13, 2025 (date) — Date of Earliest Event Reported
• October 4, 2000 (date) — Date of Name Change

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share VRME The Nasdaq Capital M
• $3.215 — ril 14, 2022, with an exercise price of $3.215 per share, and became exercisable six m
• $4.00 — of Common Stock at an exercise price of $4.00 per share (the "New Warrant"). The New
• $4.7 m — Existing Warrants will be approximately $4.7 million, before deducting Maxim's fees an

Filing Documents

• p1132408k.htm (8-K) — 37KB
• ex4_1.htm (EX-4.1) — 95KB
• ex10_1.htm (EX-10.1) — 42KB
• ex99_1.htm (EX-99.1) — 11KB
• vrme_purplogo.jpg (GRAPHIC) — 27KB
• 0001214659-25-000531.txt ( ) — 477KB
• vrme-20250113.xsd (EX-101.SCH) — 4KB
• vrme-20250113_def.xml (EX-101.DEF) — 26KB
• vrme-20250113_lab.xml (EX-101.LAB) — 36KB
• vrme-20250113_pre.xml (EX-101.PRE) — 25KB
• p1132408k_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On January 13, 2025, VerifyMe, Inc. (the "Company") entered into an inducement letter agreement (the "Inducement Letter Agreement") with an institutional investor and existing holder (the "Holder") of existing warrants (the "Existing Warrants") to purchase up to 1,461,896 shares of the Company's common stock, $0.001 par value (the "Common Stock"). The Existing Warrants were originally issued on April 14, 2022, with an exercise price of $3.215 per share, and became exercisable six months following issuance. The issuance of the shares of Common Stock upon exercise of the Existing Warrants is registered pursuant to a registration statement on Form S-3 (File No. 333-265852), which was declared effective by the Securities and Exchange Commission (the "SEC") on July 6, 2022. Pursuant to the Inducement Letter Agreement, the Holder agreed to exercise the Existing Warrants for cash at the exercise price of $3.215 per share in consideration for the Company's agreement to issue a new unregistered warrant to purchase up to an aggregate of 1,461,896 shares of Common Stock at an exercise price of $4.00 per share (the "New Warrant"). The New Warrant will be immediately exercisable upon issuance and have a term of five and one-half years from the issuance date. The Company has agreed to file a registration statement on Form S-3 (or other appropriate form if it is not eligible to utilize Form S-3) providing for the resale of the shares of Common Stock issuable upon the exercise of the New Warrant (the "Resale Registration Statement") within 45 calendar days following the date of the Inducement Letter Agreement, and to use commercially reasonable best efforts to cause the Resale Registration Statement to become effective as soon as practical from the date of the Inducement Letter Agreement. Pursuant to the Inducement Letter Agreement, except for certain exempt issuances set forth in the Inducement Letter Agreement, the Compan

Forward-Looking Statements

Forward-Looking Statements This Report contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Words like "will," or comparable terminology, are used to identify forward-looking statements, although not all forward-looking within the bounds of what is currently known about its business and operations, there can be no assurance that actual results will not differ materially from what the Company expects or believes. Some of the factors that could cause the Company's actual results to differ materially from its expectations or beliefs are disclosed in the "Risk Factors" section, as well as other sections, of its reports filed with the Securities and Exchange Commission, which include, without limitation, its ability to regain compliance with the Nasdaq Listing Standards and maintain the listing of its securities on Nasdaq. All forward-looking statements speak only as of the date on which they are made and the Company undertakes no duty to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. To the extent required by

02 of Form 8-K, the information contained in Item 1.01 of this Report is incorporated herein by reference

Item 3.02 of Form 8-K, the information contained in Item 1.01 of this Report is incorporated herein by reference.

01. Other Events

Item 8.01. Other Events. On January 14, 2025, the Company issued a press release announcing its entry into the Inducement Letter Agreement. A copy of the press release is attached hereto as Exhibit 99.1 to this Report.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Form of New Warrant 10.1 Form of Inducement Letter Agreement dated January 13, 2025 99.1 Press release dated January 14, 2025. 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: January 14, 2025 By: /s/ Adam Stedham Adam Stedham Chief Executive Officer and President

View Full Filing

View this 8-K filing on SEC EDGAR