8-K 1 m11172078k.htm

 

 

 

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):      November 17, 2020

 

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.)
     
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
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 8.01Other Events.

 

On November 17, 2020, VerifyMe, Inc. (the “Company”) issued a press release announcing that its Board of Directors has approved a repurchase program to allow the Company to spend up to $1.5 million to repurchase shares of its common stock over the next nine months. 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 approval of the share repurchase program is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

 

Item 9.01Financial Statements and Exhibits.

 

(d) Exhibits.

     
Exhibit No.   Description
99.1   VerifyMe, Inc. Press Release dated November 17, 2020

 

 

   
 

  

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: November 17, 2020 By:   /s/ Patrick White  
    Patrick White
    President and Chief Executive Officer