0001062993-23-017203.txt : 20230829 0001062993-23-017203.hdr.sgml : 20230829 20230829163256 ACCESSION NUMBER: 0001062993-23-017203 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: Kole Curt Harris CENTRAL INDEX KEY: 0001926274 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39332 FILM NUMBER: 231222361 MAIL ADDRESS: STREET 1: C/O VERIFYME, INC. STREET 2: 75 S. CLINTON AVE, SUITE 510 CITY: ROCHESTER STATE: NY ZIP: 14604 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 0001926274 Kole Curt Harris C/O VERIFYME, INC. 801 INTERNATIONAL PARKWAY, FIFTH FLOOR LAKE MARY FL 32746 0 1 0 0 EVP, Precision Logistics 0 Common Stock, par value $0.001 per share 8000 D 8% Convertible Promissory Note due 2026 1.15 2023-08-25 4 A 0 25000 25000 A 2023-08-25 2026-08-25 Common stock, par value $0.001 per share 21739 25000 D Restricted Stock Units 0 Common stock, par value $0.001 per share 120000 120000 D Restricted Stock Units 0 Common stock, par value $0.001 per share 60000 60000 D Restricted Stock Units 0 Common Stock, par value $0.001 per share 72100 72100 D 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 35,000 shares of common stock after the Reporting Person's continued employment on or after June 18, 2024 if the price of the Company's common stock increases to $2.21 per share and trades at or above that price for 20 consecutive trading days prior to June 18, 2027. (Continued from footnote 1) Tranch 2 will vest 40,000 shares after the Reporting Person's continued employment on or after June 18, 2025 if the price of the Company's common stock increases to $2.94 per share and trades at or above that price for 20 consecutive trading days prior to June 18, 2027. Tranch 3 will vest 45,000 shares after the Reporting Person's continued employment on June 18, 2027 if the price of the Company's common stock increases to $3.68 per share and trades at or above that price for 20 consecutive trading days prior to June 18, 2027. These restricted stock units, which convert into common stock on a one-for-one basis, vest one-third on each of 11/2/2023, 11/2/2024 and 11/2/2025, 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 4/22/2024 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 4) 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. /s/ Nancy Meyers, Attorney-in-Fact for Curt Kole 2023-08-29 EX-24.1 2 exhibit24-1.txt KOLE LPOA POWER OF ATTORNEY The undersigned, Curt Kole, 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 26th day of July 2023. /s/ Curt Kole Curt Kole