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