0001062993-23-017200.txt : 20230829
0001062993-23-017200.hdr.sgml : 20230829
20230829163031
ACCESSION NUMBER: 0001062993-23-017200
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: Stedham Adam H
CENTRAL INDEX KEY: 0001723447
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39332
FILM NUMBER: 231222309
MAIL ADDRESS:
STREET 1: GP STRATEGIES CORPORATION
STREET 2: 11000 BROKEN LAND PARKWAY, SUITE 200
CITY: COLUMBIA
STATE: MD
ZIP: 21044
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
0001723447
Stedham Adam H
C/O VERIFYME, INC.
801 INTERNATIONAL PARKWAY, FIFTH FLOOR
LAKE MARY
FL
32746
1
1
0
0
Chief Executive Officer
0
Common Stock, par value $0.001 per share
107001
D
8% Convertible Promissory Note due 2026
1.15
2023-08-25
4
A
0
175000
175000
A
2023-08-25
2026-08-25
Common Stock, par value $0.001 per share
152174
175000
D
Restricted Stock Units
0
Common Stock, par value $0.001 per share
204082
204082
D
Restricted Stock Units
0
Common Stock, par value $0.001 per share
550000
550000
D
Includes 28,592 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.
These restricted stock units, which convert into common stock on a one-for-one basis, vest in three equal annual installments on each of 6/19/2024, 6/19/2025 and 6/19/2026, except as otherwise provided in the award notice.
These restricted stock units, which convert into common stock on a one-for-one basis, vest in three tranches, except as otherwise provided in the award notice. Tranche 1 will vest 150,000 shares of common stock on or after the first anniversary of the grant date if the price of the Issuer's common stock is $2.21 per share and trades at or above that price for 20 consecutive days. Tranche 2 will vest 200,000 shares of common stock on or after the second anniversary of the grant date if the Issuer's common stock trades at or above $2.94 per share for 20 consecutive trading days. Tranche 3 will vest 200,000 shares of common stock on the fourth anniversary of the grant date if the Issuer's common stock trades at or above $3.68 per share for 20 consecutive trading days.
/s/ Nancy Meyers, Attorney-in-Fact for Adam Stedham
2023-08-29
EX-24.1
2
exhibit24-1.txt
STEDHAM LPOA
POWER OF ATTORNEY
The undersigned, Adam Stedham, hereby appoints Nancy Meyers 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 24th day
of July 2023.
/s/ Adam Stedham
Adam Stedham