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Material updates from SEC filings (8-K, 10-Q, 10-K) ranked by impact, with no firehose noise.
Entry into a Material Definitive Agreement. 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. The foregoing description of the Amendment does not purport to be…
Results of Operations and Financial Condition. On May 15, 2026, VerifyMe, Inc. (the “Company”) issued a press release to report financial results for the quarter ended March 31, 2026. The Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. 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 s…
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On 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 o…
Entry into a Material Definitive Agreement. 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. The foregoing description of the Amendment does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Amendment, a copy of which is attached as Exhibit 2.1 to this C…
Results of Operations and Financial Condition. 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. The Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. 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”),…
Regulation FD Disclosure. Attached as Exhibit 99.1 is a copy of the joint press release issued by the Company and Open World on February 12, 2026 announcing the entry into the Merger Agreement. The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished, shall not be deemed “filed” for any purpose, and shall not be deemed incorporated by reference in any filing under the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), e…
Termination of a Material Definitive Agreement As previously disclosed, on March 6, 2025, the Company entered into an At-The-Market Sales Agreement (the “Sales Agreement”) with Roth Capital Partners, LLC (the “Sales Agent”), pursuant to which the Company could issue and sell, from time to time, shares of its common stock up to an aggregate offering price of $15.8 million (the “ATM Program”). On February 11, 2026, the Company provided the Sales Agent written notice of its decision to terminate…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Amended and Restated Employment Agreement with Adam Stedham In connection with the Merger Agreement, on February 11, 2026, the Company entered into an Amended and Restated Employment Agreement with Adam Stedham, effective as of the Effective Time of the Merger. As of the Effective Time, and subject to the Closing of the Merger, Mr. Stedham is expec…
Entry into a Material Definitive Agreement. Agreement and Plan of Merger 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”). Upon the terms and subject to the satisfaction of the conditions described in the Merger Agreement, Mer…
by reference. The information in this Item 7.01, including Exhibits 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing. Forward-Looking Statem…
Entry into a Material Definitive Agreement. 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. Subject to the execution of a Merger Agreement, as defined in the LOI, the Company’s direct wholly owned subsidiary (the “Merger Sub”) will merge with and into Open World with Open World surviving as a wholly owned subsidiary of the Company (the…
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On 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 pric…
Results of Operations and Financial Condition. On November 17, 2025, VerifyMe, Inc. (the “Company”) issued a press release announcing its financial results for its three and nine months ended September 30, 2025. A copy of the Company’s press relea se 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 S…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On September 24, 2025, Dr. Arthur Laffer resigned as a director of VerifyMe, Inc. (the “Company”), effective immediately. Dr. Laffer’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. In connection with Dr. Laffer’s resignation, the Board of Directors appo…
Results of Operations and Financial Condition. On August 13, 2025, VerifyMe, Inc. (the “Company”) issued a press release announcing its financial results for its three and six months ended June 30, 2025. A copy of the Company’s press relea se 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 Securitie…
Entry into a Material Definitive Agreement. On August 8, 2025, VerifyMe, Inc. (the “Company”), entered into a Master Loan Agreement and Promissory Note (the “Loan Agreement”) with ZenCredit Ventures, LLC, a Delaware limited liability company (“ZenCredit”). Pursuant to the Loan Agreement, the Company agreed to loan ZenCredit up to $2 million. Pursuant to the terms of the Loan Agreement, ZenCredit will pay the Company regular quarterly interest payments at an annual interest rate of 16%. The te…
Entry into a Material Definitive Agreement. On July 29, 2025, PeriShip Global, LLC (“Periship”), a wholly-owned subsidiary of VerifyMe, Inc., entered into (i) a UPS Digital Channel Program Agreement (the “Program Agreement”) with United Parcel Service, Inc., an Ohio corporation (“UPS Ohio”) and UPS Worldwide Forwarding, Inc., a Delaware corporation (“UPS WWF”), and (ii) a UPS Partner API Access Agreement (the “Integration Agreement” and together with the Program Agreement, the “Agreements”) w…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Effective as of July 8, 2025, Jennifer Cola was appointed as the Chief Financial Officer of VerifyMe, Inc. (the “Company”). Prior to her appointment as Chief Financial Officer, Ms. Cola, age 55, served as the Company’s Vice President of Finance since May 9, 2025. Ms. Cola served as CFO of GP Strategies Government Solutions, Inc., a subsidiary of GP…
Results 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…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 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. Ms. Meyer’s retirement and resignation is not due to any disagreement with the Company on any matter relating to the Company’s operations, poli…
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On 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…
Entry into a Material Definitive Agreement. On March 6, 2025, VerifyMe, Inc. (the "Company") entered into a Sales Agreement (the "Agreement") with Roth Capital Partners, LLC ("Roth"), as sales agent, pursuant to which the Company may offer and sell, from time to time through Roth, shares of the Company's common stock, par value $0.001, having an aggregate offering price of up to $15,803,511 (the "Offering"). The issuance and sale of shares in the Offering, if any, by the Company under the Agr…
Results of Operations and Financial Condition. On March 6, 2025, the Company issued a press release announcing its financial results for its three months and year ended December 31, 2024. A copy of the Company’s press relea se 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 o…
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 sh…
Unregistered Sales of Equity Securities. To the extent required by
Importance-ranked changes since the prior daily snapshot.
Management rose by 8.5 points (from 8.8 to 17.3).
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