8-K 1 c9302028k.htm





Washington, D.C. 20549





Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported)       September 30, 2020  


VerifyMe, Inc.
(Exact name of registrant as specified in its charter)


Nevada 001-39332 23-3023677
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
75 S. Clinton Ave., Suite 510, Rochester, New York 14604
(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
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 5.07Submission of Matters to a Vote of Security Holders.


At the annual meeting of stockholders of VerifyMe, Inc. (the “Company”) held on September 30, 2020, the Company’s stockholders voted on the matters described below.


Proposal 1.        The Company’s stockholders elected the following nominees as directors, each to serve for a one-year term expiring in 2021 and until their successors are duly elected and qualified.


Director Nominee   Votes For   Authority Withheld   Broker Non-Votes
Norman Gardner 2,629,079   8,874   1,650,448
Chris Gardner 2,629,079   8,874   1,650,448
Marshall Geller 2,619,691   18,262   1,650,448
Howard Goldberg 2,619,690   18,263   1,650,448
Scott Greenberg 2,619,690   18,263   1,650,448
Arthur Laffer 2,629,901   8,052   1,650,448
Patrick White 2,629,901   8,052   1,650,448


Proposal 2.       The Company’s stockholders approved the VerifyMe, Inc. 2020 Equity Incentive Plan.


Votes For   Votes Against   Votes Abstained   Broker Non-Votes
2,321,558   75,497   240,898   1,650,448


Proposal 3.        The Company’s stockholders ratified the selection of MaloneBailey, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020.


Votes For   Votes Against   Votes Abstained
4,248,343   14,560   25,498






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.



Dated:  October 1, 2020 By:    /s/ Patrick White
  Patrick White
  President and Chief Executive Officer