Form 8-K

8-K — VerifyMe, Inc.

Accession: 0001214659-26-010147

Filed: 2026-08-14

Period: 2026-08-14

CIK: 0001104038

SIC: 6199 (FINANCE SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — g8142618k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex99_1.htm)

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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):

August 14, 2026

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.)

801 International Parkway, Fifth Floor, Lake Mary, Florida

32746

(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

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 2.02 Results of Operations and Financial Condition.

On August 14, 2026, VerifyMe,

Inc. (the “Company”) issued a press release to report financial results for its three and six months ended June 30, 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 subject to the liabilities under such section

and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or

the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

VerifyMe, Inc. Press Release dated August 14, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: August 14, 2026

/s/ Adam Stedham

Name:

Adam Stedham

Title:

Chief Executive Officer and President

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex99_1.htm · Sequence: 2

Exhibit 99.1

VerifyMe

Reports Second Quarter 2026 Financial Results

· Quarterly revenue of $1.9 million, compared

to $4.5 million in Q2 2025

· Quarterly gross profit of $1.0 million

or 54%, compared to $1.6 million or 35% in Q2 2025

· Net loss of ($0.5) million, compared to

($0.3) million in Q2 2025

· Adjusted EBITDA(1) of $0.0 million,

compared to $0.3 million in Q2 2025

· Cash of $5.1 million and working capital

of $4.7 million as of June 30, 2026

Lake Mary, FL – August 10, 2026 –

PRNewswire — VerifyMe, Inc. (NASDAQ: VRME) (“VerifyMe,” “we,”

“our,” or the “Company”) provides time and temperature sensitive logistics, and brand protection and enhancement

solutions, announced today the Company’s financial results for its second quarter ended June 30, 2026 (“Q2 2026”).

Adam Stedham, VerifyMe’s CEO and President

stated, “During the second quarter of 2026, we continued transitioning legacy ProActive customers to our new strategic shipping

partner while also onboarding new customers. In June, we expanded our offerings by launching Premium services with our new shipping

partner. We are finalizing our technology integration with this partner, as well as evaluating emerging technologies that can further

enhance margins and operational efficiency. Our Precision Logistics business continues to make progress, as we simultaneously work

towards our previously announced merger.”

Key Financial Highlights for Q2 2026:

· Quarterly consolidated revenue

of $1.9 million in Q2 2026, compared to $4.5 million for the three months ended June 30, 2025 (“Q2 2025”).

· Gross profit of $1.0 million

or 54% in Q2 2026, compared to $1.6 million or 35% in Q2 2025.

· Net loss of ($0.5) million

or ($0.04) per diluted share in Q2 2026, compared to ($0.3) million or ($0.02) in Q2 2025.

· Adjusted EBITDA(1)

of $0.0 million in Q2 2026, compared to $0.3 million in Q2 2025.

· Cash of $5.1 million and

working capital of $4.7 million as of June 30, 2026.

__________

(1) Adjusted EBITDA is a non-GAAP financial measure.

See "Use of Non-GAAP Financial Measures" below for information about this non-GAAP measure. A reconciliation to the most directly

comparable GAAP measure, net loss, is included as a schedule to this release.

Financial Results for the Three Months Ended

June 30, 2026:

Revenue in Q2 2026 was $1.9 million, compared

to $4.5 million in Q2 2025. Revenue for the quarter decreased by $2.6 million, or 58%. The decrease in revenue is primarily due to the

loss of ProActive services revenue, as a result of the September 2025 termination of our agreement with our prior carrier partner resulting

in the erosion of our customer base, as previously disclosed.

Gross profit in Q2 2026 was $1.0 million, compared

to $1.6 million in Q2 2025, a decline of ($0.6) million, or 36%. The resulting gross margin percentage was 54% for the three months ended

June 30, 2026, compared to 35% for the three months ended June 30, 2025. The increase in gross profit percentage results from the mix

of ProActive and Premium services provided during the quarter.

Operating loss was ($0.6) million in Q2 2026,

compared to ($0.3) million in Q2 2025. The increased loss primarily relates to an increase in legal expenses associated with the Company’s

proposed merger recorded in general and administrative expenses, and the decrease in gross profit.

Net loss was ($0.5) million in Q2 2026, compared

to ($0.3) million in Q2 2025. The resulting loss

per diluted share was ($0.04) in Q2 2026 compared to ($0.02) in Q2 2025.

Adjusted EBITDA(1) in Q2 2026

was $0.0 million, compared to $0.3 in million Q2 2025. Adjusted EBITDA(1) is a non-GAAP financial measure. Please see “Use

of Non-GAAP Financial Measures” for a discussion of this non-GAAP measure. A reconciliation to the most directly comparable GAAP

measure, net loss is included as a schedule to this release.

At June 30, 2026, we had a $5.1 million cash balance

and $4.7 million in working capital.

At June 30, 2026, we had 13,626,076 shares issued

and 13,165,196 shares outstanding.

______

(1) Adjusted EBITDA is a non-GAAP financial measure.

See "Use of Non-GAAP Financial Measures" below for information about this non-GAAP measure. A reconciliation to the most directly

comparable GAAP measure, net loss, is included as a schedule to this release.

Earnings Call

The company is not scheduling

an earnings call at this time.

About VerifyMe, Inc.

VerifyMe, Inc. (NASDAQ: VRME),

provides specialized logistics for time and temperature sensitive products, as well as brand protection and enhancement solutions. To

learn more, visit www.verifyme.com.

Cautionary Note Regarding Forward-Looking Statements

This release contains forward-looking statements

within the meaning of the Private Securities Litigation Reform Act of 1995. The words “believe,”

“continue,” “may,” “should,” "will," “finalize”, “intend”, “can”,

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 our engagement in future acquisitions or strategic partnerships that increase

our capital requirements or cause us to incur debt or assume contingent liabilities, our reliance on one key strategic partner for shipping

services, competition including by our key strategic partner, seasonal trends in our business, severe climate conditions, the highly competitive

nature of the industry in which we operate, our brand image and corporate reputation, impairments related to our goodwill and other intangible

assets, economic and other factors such as recessions, downturns in the economy, inflation, global uncertainty and instability, the effects

of pandemics, changes in United States social, political, and regulatory conditions and/or a disruption of financial markets, reduced

freight volumes due to economic conditions, reduced discretionary spending in a recessionary environment, global supply-chain delays or

shortages, fluctuations in labor costs, raw materials, and changes in the availability of key suppliers, our history of losses, our ability

to use our net operating losses to offset future taxable income, the confusion of our name brand with other brands, the ability of our

technology to work as anticipated and to successfully provide analytics logistics management, our ability to continue to invest in the

development and commercialization of our product and service offerings, the ability of our strategic partners to integrate our solutions

into their product offerings, our ability to manage our growth effectively, our ability to successfully develop and expand our sales and

marketing capabilities, risks related to doing business outside of the U.S., intellectual property litigation, our ability to successfully

develop, implement, maintain, upgrade, enhance, and protect our information technology systems, our reliance on third-party information

technology service providers, our ability to respond to evolving laws related to information technology such as privacy laws, our ability

to attract, retain and develop successors for management, 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, our ability to acquire new customers,

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, our ability to comply with the continued listing standards of the Nasdaq Capital Market,

our ability to timely pay amounts due and comply with the covenants under our debt facilities, and our ability to complete the proposed

business combination, including due to the failure to obtain approval of the securityholders of the Company, certain regulatory approvals,

or satisfying other conditions to closing, in the merger agreement. 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.

Use of Non-GAAP Financial Measures

This press release includes both financial measures

in accordance with U.S. generally accepted accounting principles (“GAAP”), as well as non-GAAP financial measures. Generally,

a non-GAAP financial measure is a numerical measure of a company’s performance, financial position or cash flows that either excludes

or includes amounts that are not normally included or excluded in the most directly comparable measure calculated and presented in accordance

with GAAP. Non-GAAP financial measures should be viewed as supplemental to and should not be considered as alternatives to any other GAAP

financial measures. They may not be indicative of the historical operating results of VerifyMe nor are they intended to be predictive

of potential future results. Investors should not consider non-GAAP financial measures in isolation or as substitutes for performance

measures calculated in accordance with GAAP.

VerifyMe’s management uses and relies on

EBITDA and Adjusted EBITDA, which are non-GAAP financial measures. The Company believes that both management and shareholders benefit

from referring to EBITDA and Adjusted EBITDA in planning, forecasting and analyzing future periods. Additionally, the Company believes

Adjusted EBITDA is useful to investors to evaluate its results because it excludes certain items that are not directly related to the

Company’s core operating performance. In particular, with regard to our comparison of Adjusted EBITDA for the three months ended

June 30, 2026, to the three months ended June 30, 2025, we believe is useful to investors in understanding the results of operations.

The Company’s management uses these non-GAAP financial measures in evaluating its financial and operational decision making and

as a means to evaluate period-to-period comparison. The Company’s management recognizes that EBITDA and Adjusted EBITDA, as non-GAAP

financial measures, have inherent limitations because of the described excluded items.

The Company defines EBITDA as net loss before

interest (income) expense, income tax expense (benefit), and depreciation and amortization. Adjusted EBITDA represents EBITDA plus non-cash

stock compensation expense, severance expense, gain on derecognized liability, impairments, change in fair value of contingent consideration,

and one-time professional expenses for acquisitions and divestiture. VerifyMe believes EBITDA and Adjusted EBITDA are important measures

of VerifyMe’s operating performance because they allow management, investors and analysts to evaluate and assess VerifyMe’s

core operating results from period-to-period after removing the impact of items of a non-operational nature that affect comparability.

A reconciliation of EBITDA and Adjusted EBITDA

to the most comparable financial measure, net loss, calculated in accordance with GAAP is included in a schedule to this press release.

The Company believes that providing the non-GAAP financial measure, together with the reconciliation to GAAP, helps investors make comparisons

between VerifyMe and other companies. In making any comparisons to other companies, investors need to be aware that companies use different

non-GAAP measures to evaluate their financial performance. Investors should pay close attention to the specific definition being used

and to the reconciliation between such measure and the corresponding GAAP measure provided by each company under applicable SEC rules

as the presentation here may not be comparable to other similarly titled measures of other companies.

For Other Information Contact:

Company: VerifyMe, Inc.

Email: IR@verifyme.com

VerifyMe, Inc.

Consolidated Balance Sheets

(In thousands, except share data)

June 30, 2026

December 31, 2025

(Unaudited)

ASSETS

CURRENT ASSETS

Cash and cash equivalents

$ 5,092

$ 4,353

Accounts receivable, net of allowance for credit loss reserve, $21 and $10 as of June 30, 2026 and December 31, 2025, respectively

558

857

Note receivable, net of allowance for credit loss reserve, $0 and $12 as of June 30, 2026 and December 31, 2025, respectively

1,988

Unbilled revenue

290

338

Prepaid expenses and other current assets

168

154

Inventory

TOTAL CURRENT ASSETS

6,149

7,727

PROPERTY AND EQUIPMENT, NET

$ 13

$ 20

INTANGIBLE ASSETS, NET

2,304

2,345

GOODWILL

2,926

TOTAL ASSETS

$ 11,392

$ 13,018

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

Accounts payable

$ 342

$ 745

Other accrued expense

331

530

Convertible note – related party, current

400

Convertible note, current

350

TOTAL CURRENT LIABILITIES

1,423

2,025

TOTAL LIABILITIES

$ 1,423

$ 2,025

STOCKHOLDERS' EQUITY

Series A Convertible Preferred Stock, $0.001 par value, 37,564,767 shares authorized; 0 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

Series B Convertible Preferred Stock, $0.001 par value; 85 shares authorized; 0.85 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

Common stock, $0.001 par value; 675,000,000 shares authorized; 13,626,076 and 13,553,049 shares issued, 13,165,196 and 13,071,601 shares outstanding as of June 30, 2026 and December 31, 2025, respectively

Additional paid in capital

102,192

102,059

Treasury stock at cost; 460,880 and 481,448 shares at June 30, 2026 and December 31, 2025, respectively

(475 )

(502 )

Accumulated deficit

(91,762 )

(90,578 )

STOCKHOLDERS' EQUITY

9,969

10,993

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$ 11,392

$ 13,018

VerifyMe, Inc.

Consolidated Statements of Operations

(Unaudited)

(In thousands, except share data)

Three Months Ended

Six Months Ended

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

NET REVENUE

$ 1,908

$ 4,520

$ 3,680

$ 8,975

COST OF REVENUE

887

2,929

1,699

5,894

GROSS PROFIT

1,021

1,591

1,981

3,081

OPERATING EXPENSES

Management and Technology(a)

607

920

1,177

1,846

General and administrative (a)

815

716

1,831

1,572

Research and development

Sales and marketing (a)

155

272

296

568

Total Operating expenses

1,577

1,913

3,304

3,996

LOSS BEFORE OTHER INCOME (EXPENSE)

(556 )

(322 )

(1,323 )

(915 )

OTHER INCOME (EXPENSE)

Interest income, net

139

Other expense, net

(1 )

TOTAL OTHER INCOME, NET

139

NET LOSS

$ (505 )

$ (291 )

$ (1,184 )

$ (862 )

LOSS PER SHARE

BASIC

(0.04 )

(0.02 )

(0.09 )

(0.07 )

DILUTED

(0.04 )

(0.02 )

(0.09 )

(0.07 )

WEIGHTED AVERAGE COMMON SHARE OUTSTANDING

BASIC

13,359,887

12,643,791

13,356,338

12,469,118

DILUTED

13,359,887

12,643,791

13,356,338

12,469,118

(a) Includes share-based compensation of $111 thousand and $188 thousand for the three and six months ended June 30, 2026, respectively,

and $259 thousand and $592 thousand for the three and six months ended June 30, 2025, respectively.

VerifyMe, Inc.

Consolidated EBITDA and Adjusted EBITDA Reconciliation

Table (Unaudited)

(In thousands)

Three Months Ended

June 30,

Six Months Ended

June 30,

2026

2025

2026

2025

Net Loss (GAAP)

$ (505 )

$ (291 )

$ (1,184 )

$ (862 )

Interest income, net

(51 )

(32 )

(139 )

(54 )

Amortization and depreciation

148

286

280

572

Total EBITDA (Non-GAAP)

(408 )

(37 )

(1,043 )

(344 )

Adjustments:

Stock based compensation

Fair value of restricted stock and restricted stock units issued in exchange for services

111

214

188

506

Severance

Gain on derecognized liability

(100 )

One-time professional expenses for acquisitions/divestiture

274

748

Total Adjusted EBITDA (Non-GAAP)

$ (23 )

$ 270

$ (107 )

$ 270

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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