0001062993-23-017201.txt : 20230829 0001062993-23-017201.hdr.sgml : 20230829 20230829163058 ACCESSION NUMBER: 0001062993-23-017201 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230825 FILED AS OF DATE: 20230829 DATE AS OF CHANGE: 20230829 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GREENBERG SCOTT N CENTRAL INDEX KEY: 0001018206 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39332 FILM NUMBER: 231222324 MAIL ADDRESS: STREET 1: 9 WEST 57 STREET STREET 2: SUITE 4170 CITY: NEW YORK STATE: NY ZIP: 10019 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: VerifyMe, Inc. CENTRAL INDEX KEY: 0001104038 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 233023677 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 801 INTERNATIONAL PARKWAY STREET 2: FIFTH FLOOR CITY: LAKE MARY STATE: FL ZIP: 32746 BUSINESS PHONE: 585-736-9400 MAIL ADDRESS: STREET 1: 801 INTERNATIONAL PARKWAY STREET 2: FIFTH FLOOR CITY: LAKE MARY STATE: FL ZIP: 32746 FORMER COMPANY: FORMER CONFORMED NAME: LASERLOCK TECHNOLOGIES INC DATE OF NAME CHANGE: 20001004 4 1 form4.xml STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES X0508 4 2023-08-25 0001104038 VerifyMe, Inc. VRME 0001018206 GREENBERG SCOTT N C/O VERIFYME, INC. 801 INTERNATIONAL PARKWAY, FIFTH FLOOR LAKE MARY FL 32746 1 1 0 0 Executive Chairman 0 Common Stock, par value $0.001 212572 D 8% Convertible Promissory Note due 2026 1.15 2023-08-25 4 A 0 50000 50000 A 2023-08-25 2026-08-25 Common Stock, par value $0.001 43478 50000 D Restricted Stock Units 0 Common Stock, par value $0.001 56819 56819 D Restricted Stock Units 0 Common Stock, par value $0.001 30000 30000 D Stock Option (Right to Buy) 3.505 2025-01-07 Common Stock, par value $0.001 10000 10000 D Warrant (Right to Buy) 3.215 2022-10-14 2027-10-14 Common Stock, par value $0.001 15552 15552 D Warrant (Right to Buy) 4.6 2020-06-22 2025-06-22 Common Stock, par value $0.001 6403 6403 D Includes 68,310 vested restricted stock units that become payable, on a one-for-one basis, in shares of common stock of VerifyMe, Inc. upon separation of the Reporting Person's service as a director. Includes 86,806 shares of restricted stock that vest on June 7, 2024, except as otherwise provided in the award notice. These restricted stock units, which convert into common stock on a one-for-one basis, vest on 3/15/2025 in two equal tranches, except as otherwise provided in the award notice. Tranch 1 will vest on the second anniversary of the date of grant if the issuer's common stock during such period was at or above $2.75 for 20 consecutive trading days. In the event that the issuer's common stock during such period does not reach $2.75 for 20 consecutive trading days, Tranch 1 will vest on the third anniversary of the date of grant if the issuer's common stock during such period was at or above $2.75 for 20 consecutive trading days. (Continued from footnote 3) Tranch 2 will vest on the second anniversary of the date of grant if the issuer's common stock during such period was at or above $3.75 for 20 consecutive trading days. In the event that the issuer's common stock during such period does not reach $3.75 for 20 consecutive trading days, Tranch 2 will vest on the third anniversary of the date of grant if the issuer's common stock during such period was at or above $3.75 for 20 consecutive trading days. These restricted stock units, which convert into common stock on a one-for-one basis, vest on 4/7/2024 in two equal tranches, except as otherwise provided in the award notice. Tranch 1 will vest on the second anniversary of the date of grant if the issuer's common stock during such period was at or above $5.00 for 20 consecutive trading days. In the event that the issuer's common stock during such period does not reach $5.00 for 20 consecutive trading days, Tranch 1 will vest on the third anniversary of the date of grant if the issuer's common stock during such period was at or above $5.00 for 20 consecutive trading days. (Continued from footnote 5) Tranch 2 will vest on the second anniversary of the date of grant if the issuer's common stock during such period was at or above $7.00 for 20 consecutive trading days. In the event that the issuer's common stock during such period does not reach $7.00 for 20 consecutive trading days, Tranch 2 will vest on the third anniversary of the date of grant if the issuer's common stock during such period was at or above $7.00 for 20 consecutive trading days. This option is fully exercisable as of the date of this report. /s/ Nancy Meyers, Attorney-in-Fact for Scott Greenberg 2023-08-29 EX-24.1 2 exhibit24-1.txt GREENBERG LPOA POWER OF ATTORNEY The undersigned, Scott Greenberg, hereby appoints each of Nancy Meyers and Adam Stedham, individually, his attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as a Director and/or greater than 10% holder of VerifyMe, Inc. (the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder, as amended from time to time (the "Exchange Act"), and any other forms or reports the undersigned may be required to file in connection with the undersigned's ownership, acquisition or disposition of securities of the Company; (2) execute for and on behalf of the undersigned, in the undersigned's capacity as a Director and/or greater than 10% holder of the Company, Form 144 in accordance with the Securities Act of 1933 and the rules thereunder, as amended from time to time (the "Securities Act"); (3) perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 4 or 5, or Form 144 and timely file such form with the Securities and Exchange Commission and any stock exchange or similar authority; and (4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his or her discretion. The undersigned hereby grants to each attorney-in-fact full power and authority to do anything that is necessary or desirable in the exercise of any of the rights and powers herein granted, as fully and to all intents and purposes as the undersigned could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that each attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act or Rule 144 under the Securities Act. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file forms under Section 16(a) of the Exchange Act and Form 144 under the Securities Act with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 25th day of July 2023. /s/ Scott Greenberg Scott Greenberg