Form 8-K

8-K — VerifyMe, Inc.

Accession: 0001214659-26-004005

Filed: 2026-03-30

Period: 2026-03-30

CIK: 0001104038

SIC: 7373 (SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — e3292608k.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):

March 30, 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.

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”), 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 March 30, 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: March 30, 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 Fourth Quarter 2025 Financial Results

· Cash of $4.4 million

and short-term note receivable of $2.0 million as of December 31, 2025

· Cash flow provided

by operations of $0.6 million in 2025, compared to $0.9 million in 2024

· 2025 annual revenue

of $16.4 million, compared to $24.2 million in 2024; with fourth quarter revenue of $2.4 million, compared to $7.7 million in Q4 2024

· 2025 annual gross

profit of $6.3 million or 39%, compared to $8.7 million or 36% in 2024; gross profit of $1.2 million or 49% in Q4 2025, compared to $2.4

million or 32% in Q4 2024

· 2025 annual net loss

of $4.9 million (including $4.3 million of one-time adjustments), compared to a net loss of $3.8 million (including $1.6 million of one-time

adjustments) in 2024; net loss of $0.7 million in Q4 2025, compared to net loss of $0.5 million in Q4 2024

· 2025 annual adjusted

EBITDA(1) of $1.0 million, compared to $0.9 million in 2024; adjusted EBITDA of ($0.1) million in Q4 2025, compared to $0.5

million in Q4 2024

Lake Mary, FL – March 30, 2026 –

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

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

and enhancement solutions, announced today the Company’s financial results for its fourth quarter ended December 31, 2025 (“Q4

2025”).

Adam Stedham,

VerifyMe’s CEO and President stated, “In Q4 of 2025, VerifyMe began the process of transitioning ProActive clients from using

our previous shipping partner to our new strategic shipping partner. During the fourth quarter of a year, companies are typically hesitant

to change shipping partners, due to capacity constraints of the overall shipping industry. We successfully transitioned a portion of our

customers, and we continue to transition customers in 2026. We are excited about our relationship with our new shipping partner and the

services we are able to offer both legacy and new customers.”

__________

(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.

Key Financial Highlights for Q4 2025:

· Cash flow from operations

of $0.1 million in Q4 2025

· Quarterly consolidated revenue

of $2.4 million in Q4 2025, compared to $7.7 million for the three months ended December 31, 2024 (“Q4 2024”), approximately

78% of the reduction is attributable to the termination of our agreement with our prior carrier partner.

· Gross profit of $1.2 million

or 49% in Q4 2025, compared to $2.4 million or 32% in Q4 2024

· Net loss of ($0.7) million

or ($0.05) per diluted share in Q4 2025, compared to net loss of ($0.5) million or ($0.05) per diluted share in Q4 2024

· Cash of $4.4 million and

short-term note receivable of $2.0 million as of December 31, 2025

Recent Business Highlights

· Entered into an Agreement and Plan of Merger to combine business with Open World, Ltd.

· Continue transitioning services from former shipping partner to current shipping partner

· Terminated ATM Sales Agreement with Roth Capital Partners, LLC

Financial Results for the Three Months Ended

December 31, 2025:

Revenue in Q4 2025 was $2.4 million, compared

to $7.7 million in Q4 2024. Revenue for the quarter decreased by $5.3 million. The decrease in our

Precision Logistics segment relates to the previously announced termination of our agreement with our prior carrier partner to offer ProActive

services, which resulted in erosion of our customer base.

Gross profit in Q4 2025 was $1.2 million, compared

to $2.4 million in Q4 2024. The resulting gross margin percentage was 49% for the three months ended December 31, 2025, compared to 32%

for the three months ended December 31, 2024. The decrease in gross margin was principally due to the termination of our agreement with

our prior carrier partner. The increase in gross margin percentage was due to the mix of ProActive and Premium services provided during

the quarter, coupled with cost reduction efforts and improved pricing under our agreement with our new shipping partner. The ProActive

services revenue gross margin percentage improved in Q4 2025 compared to Q4 2024.

Operating loss in Q4 2025 was ($0.7) million,

compared to operating loss of ($0.3) million in Q4 2024. The increased loss primarily relates to a reduction in gross profit as a result

of the previously described revenue decline.

Our net loss in Q4 2025 was ($0.7) million, compared

to net loss of ($0.5) million in Q4 2024. The resulting loss per

diluted share in Q4 2025 was ($0.05), compared to loss per diluted share of ($0.05) in Q4 2024. The increased loss primarily relates to

the termination of our agreement with our prior carrier partner.

EBITDA in Q4 2025 was ($0.1) million, compared

to $0.5 million in Q4 2024. Adjusted EBITDA 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.

__________

(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.

Adam Stedham,

VerifyMe’s CEO and President stated, “During the first quarter of 2026, VerifyMe has transitioned our remaining Premium clients

to contracts directly with the Company, as opposed to having a subcontracting agreement with our previous shipping partner. The Company

is in a transition phase, but we are moving forward with our plans and steadily transitioning client contracts to align with our new business

model, and we are excited about our relationship with our new shipping partner. Our balance sheet is strong and we continue to focus on

improving the operations of the current business and progressing the previously announced merger agreement.”

At December 31, 2025, VerifyMe had a $4.4 million

cash balance and $5.7 million in working capital.

At December 31, 2025, VerifyMe had 13,553,049

shares issued and 13,071,601 shares outstanding.

Earnings Call

The company is not scheduling an earnings call,

but intends to have a shareholder call after issuing the Form S-4 registrations stsatement and proxy statement associated with our previously

announced merger agreement.

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,” “plan,” “should,” “focus,”

"will," 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 in our Precision Logistics segment, 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 Authentication segment, 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 and twelve months

ended December 31, 2025, to the three and twelve months ended December 31, 2024, 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 income (loss)

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

stock compensation expense, severance expense, unrealized gain on equity investment, loss on equity investment, impairments, change in

fair value of contingent consideration, loss on sale of business and one-time professional expenses for acquisitions. 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)

December 31, 2025

December 31, 2024

ASSETS

CURRENT ASSETS

Cash and cash equivalents

$ 4,353

$ 2,823

Accounts receivable, net of allowance for credit loss reserve, $10 and $71 as of December 31, 2025 and December 31, 2024, respectively

857

2,636

Note receivable, net of allowance for credit loss reserve, $12 and $0 as of December 31, 2025 and December 31, 2024, respectively

1,988

Unbilled revenue

338

733

Prepaid expenses and other current assets

154

131

Inventory

TOTAL CURRENT ASSETS

7,727

6,362

PROPERTY AND EQUIPMENT, NET

$ 20

$ 116

RIGHT OF USE ASSET

236

INTANGIBLE ASSETS, NET

2,345

5,365

GOODWILL

2,926

3,988

TOTAL ASSETS

$ 13,018

$ 16,067

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

Term note, current

$ -

$ 500

Accounts payable

745

2,971

Other accrued expense

530

660

Lease liability- current

108

Convertible note – related party, current

400

Convertible note, current

350

TOTAL CURRENT LIABILITIES

2,025

4,239

LONG-TERM LIABILITIES

Long-term lease liability

$ -

$ 139

Term note

375

Convertible note – related party

450

Convertible note

650

TOTAL LIABILITIES

$ 2,025

$ 5,853

STOCKHOLDERS' EQUITY

Series A Convertible Preferred Stock, $0.001 par value, 37,564,767 shares authorized; 0 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively

Series B Convertible Preferred Stock, $0.001 par value; 85 shares authorized; 0.85 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively

Common stock, $0.001 par value; 675,000,000 shares authorized; 13,553,049 and 10,829,908 shares issued, 13,071,601 and 10,539,441 shares outstanding as of December 31, 2025 and December 31, 2024, respectively

Additional paid in capital

102,059

96,344

Treasury stock as cost; 481,448 and 290,467 shares at December 31, 2025 and December 31, 2024, respectively

(502 )

(480 )

Accumulated deficit

(90,578 )

(85,673 )

Accumulated other comprehensive loss

STOCKHOLDERS' EQUITY

10,993

10,214

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$ 13,018

$ 16,067

VerifyMe, Inc.

Consolidated Statements of Operations

(In thousands, except per share data)

Three Months Ended

Year Ended

December 31, 2025

December 31, 2024

December 31, 2025

December 31, 2024

NET REVENUE

$ 2,390

$ 7,661

$ 16,398

$ 24,207

COST OF REVENUE

1,223

5,244

10,077

15,545

GROSS PROFIT

1,167

2,417

6,321

8,662

OPERATING EXPENSES

Segment management and Technology(a)

548

1,265

3,138

5,454

General and administrative (a)

1,175

1,072

3,416

3,852

Research and development

Sales and marketing (a)

162

362

967

1,361

Goodwill and Intangible asset impairment

3,850

2,315

Total Operating expenses

1,890

2,754

11,391

13,052

LOSS BEFORE OTHER INCOME (EXPENSE)

(723 )

(337 )

(5,070 )

(4,390 )

OTHER INCOME (EXPENSE)

Interest income (expense), net

(21 )

214

(130 )

Change in fair value of contingent consideration

844

Loss on sale of business

(146 )

Other Income (expense), net

(57)

(2 )

(49 )

(2 )

TOTAL OTHER INCOME (EXPENSE), NET

(164 )

165

566

NET LOSS

$ (687 )

$ (501 )

$ (4,905 )

$ (3,824 )

LOSS PER SHARE

BASIC

(0.05 )

(0.39 )

(0.37 )

DILUTED

(0.05 )

(0.39 )

(0.37 )

WEIGHTED AVERAGE COMMON SHARE OUTSTANDING

BASIC

12,846,593

10,471,185

12,619,512

10,402,508

DILUTED

12,846,593

10,471,185

12,619,512

10,402,508

(a) Includes share-based compensation of $801 thousand for the year ended December 31, 2025, and $1,555 thousand for the year ended December

31, 2024.

VerifyMe, Inc.

Consolidated EBITDA and Adjusted EBITDA Reconciliation

Table (Unaudited)

(In thousands)

Three Months Ended

December 31,

Year Ended

December 31,

2025

2024

2025

2024

Net Loss (GAAP)

$ (687 )

$ (501 )

$ (4,905 )

$ (3,824 )

Interest income (expense), net

(93 )

(214 )

130

Amortization and depreciation

131

307

984

1,212

Total EBITDA (Non-GAAP)

(649 )

(173 )

(4,135 )

(2,482 )

Adjustments:

Stock based compensation

255

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

117

291

715

1,300

Severance

112

194

Loss on disposal of equipment

Gain on derecognized liability

(109 )

Change in fair value of contingent consideration

(5 )

(844 )

Loss on sale of business

146

Goodwill and Intangible asset impairment

3,850

2,315

One-time professional expenses for acquisitions/divestiture

405

456

Total Adjusted EBITDA (Non-GAAP)

$ (70 )

$ 509

$ 1,033

$ 950

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- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

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-Subsection b-2

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- Definition

Local phone number for entity.

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No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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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 pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

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- Definition

Title of a 12(b) registered security.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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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 soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

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No definition available.

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- Definition

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.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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