8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.

20549

FORM 8-K

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

Date of Report (Date of earliest event reported):June 30, 2022

VerifyMe, Inc.

(Exact name of registrant as specified in its charter)

_____________________

(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:

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

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).

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.  ¨

On July 1, 2022, VerifyMe, Inc. (the “Company”) issued a press release announcing that its Board of Directors, together with the co-sponsor of G3 VRM Acquisition Corp (NASDAQ: GGGVU), a special purpose acquisition company (the “SPAC”), has made the decision not to extend the period for the SPAC to consummate a business combination and accordingly the SPAC is expected to dissolve and liquidate in accordance with its charter.

In addition, the Company announced that its Board of Directors has approved a new share repurchase program to allow the Company to spend up to $1.5 million to repurchase shares of its common stock over the next twelve months which replaces the Company’s existing share repurchase program that was due to expire in August 2022 and is now terminated. The timing and amount of any shares repurchased will be determined by the Company’s board and management based on its evaluation of market conditions and other factors. Open market purchases will be conducted in accordance with the limitations set forth in Rule 10b-18 of the Securities and Exchange Commission and other applicable legal requirements. Repurchases may also be made under a Rule 10b5-1 plan, which would permit shares to be repurchased when the company might otherwise be precluded from doing so under insider trading laws. The repurchase program does not obligate the Company to purchase any particular number of shares and may be suspended or discontinued at any time.

A copy of the press release announcing the decision to not extend the period for the SPAC to consummate a business combination and approval of the new share repurchase  program is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

(d)     Exhibits.

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.

Exhibit 99.1

VerifyMe Announces SPAC Liquidation andInitiates New Share Repurchase Program

Rochester, NY – July 1, 2022 – PRNewswire –VerifyMe, Inc. (NASDAQ: VRME) (“VerifyMe,” “we,” “our,” or the “Company”), together with its subsidiary PeriShip Global LLC (“PeriShip”), provides brand owners time and temperature sensitive logistics, authentication, supply chain monitoring, and data-rich consumer engagement features using unique smartphone readable codes on their products, announced today that it and its co-sponsor have elected to not extend the period for G3 VRM Acquisition Corp (NASDAQ: GGGVU), a special purpose acquisition company (the “SPAC”) to consummate a business combination, and that VerifyMe has initiated a new share repurchase program.

VerifyMe, together with the co-sponsor of the SPAC, has made the decision not to extend the period for the SPAC to consummate a business combination and accordingly the SPAC is expected to dissolve and liquidate in accordance with its charter. As a result of the current market conditions, our Board of Directors determined that it was not in the best interests of the Company to allocate additional financial capital at this time for the SPAC to consummate a business combination and instead will focus on our core business and recent acquisition of PeriShip. The audited financial statements of PeriShip for the years ended December 31, 2021, and 2020, which we recently filed, show income before provision for income tax of $3.1 million for the year ended 2021.

On June 30, 2022, our Board of Directors also approved a new $1.5 million share repurchase program to repurchase shares of the Company’s common stock commencing July 1, 2022, for a period of 12 months, which we believe will provide a good return of equity and a benefit to our shareholders. This new repurchase program replaces our existing share repurchase program that was due to expire in August 2022 and is now terminated. The timing and amount of any shares repurchased under the new repurchase program will be determined by the Company’s board and management based on its evaluation of market conditions and other factors. The repurchase program does not obligate the Company to purchase any particular number of shares and may be suspended or discontinued at any time.

Patrick White, Chief Executive Officer stated, “As we navigate this challenging economic environment, and have now completed a strategic acquisition, we have made the decision to align our resources accordingly. We believe the financial results of the acquisition show we are on the right path to grow and enhance our shareholder value.”

About VerifyMe, Inc.

VerifyMe, Inc. (NASDAQ: VRME), is a technology solutions provider specializing in products to connect brands with consumers and, through our wholly owned subsidiary, PeriShip Global, LLC, providing brands with high-touch, end-to-end logistics management for their products. We provide logistics management from a sophisticated IT platform with proprietary databases, package and flight-tracking software, weather, and flight status monitoring systems, as well as dynamic dashboards with real-time visibility into shipment transit and last-mile events. In addition, VerifyMe technologies give brand owners the ability to gather business intelligence while engaging directly with their consumers. VerifyMe technologies also provide brand protection and supply chain functions such as counterfeit prevention, authentication, serialization, and track and trace features for labels, packaging and products. For additional information, please visit: https://www.verifyme.com .

Cautionary Note Regarding Forward-Looking Statements

This release contains forward-looking statements regarding revenue opportunities, recurring revenue, commercialization efforts, acquisitions, purchases of shares of our common stock by us, our sales pipeline and opportunities, and the use of our technologies, in new applications. The words “believe,” “may,” “anticipate,” “intend,” “should,” “plan,” “could,” “potential,” “opportunity,” “will,” “expect” 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 the impact of the COVID-19 pandemic, intellectual property litigation, the successful development of our sales and marketing capabilities, our ability to launch new products, the successful integration of our acquisitions, 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, 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. 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 Licensing or Other Information Contact:

Company: VerifyMe, Inc.

Email: IR@verifyme.com

Website: http://www.verifyme.com