8-K

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): September 30, 2015

VERIFYME, INC.

(Exact name of registrant as specified in charter)

Nevada	0-31927	23-3023677
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

12 West 21st Street, New York, New York 10010

(Address of Principal Executive Offices)

(212) 994-7002

(Registrant’s Telephone Number, Including Area Code)

(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))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On September 30, 2015, the board of directors (“Board”) of VerifyMe, Inc. (the “Company”) appointed Lawrence G. Schafran, age 77, to the Board for a term expiring at the Company’s next annual meeting of stockholders.

In connection with his appointment to the Board, Mr. Schafran will be appointed as a member of the Board’s audit and compensation committees.

Mr. Schafran will be compensated in accordance with the Company’s existing Board compensation policy.

There are no arrangements or understandings between Mr. Schafran and any other person pursuant to which he was selected a director of the Company, nor are there any family relationships between Mr. Schafran and any of the Company’s directors or executive officers. There are no transactions between Mr. Schafran and the Company that would be required to be reported under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”).

Item 7.01. Regulation FD Disclosure.

On September 30, 2015, the Company issued a press release (the “Press Release”) announcing the appointment of Mr. Schafran to the Board. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Pursuant to the rules and regulations of the SEC, the information in this Item 7.01 disclosure, including Exhibit 99.1 and information set forth therein, is deemed to have been furnished and shall not be deemed to be “filed” under the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release, dated September 30, 2015

SIGNATURE

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.

Date: September 30, 2015

VERIFYME, INC.
By:	/s/ Paul Donfried
	Paul Donfried
	Chief Executive Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release, dated September 30, 2015

EX-99.1

Exhibit 99.1

LAWRENCE SCHAFRAN JOINS VERIFYME BOARD OF DIRECTORS

Schafran Adds Public Company Leadership Experience, Audit and Investment Expertise

New York, N.Y., Sept. 30, 2015 – VerifyMe, Inc. (OTCBB: VRME), a pioneer in patented physical, cyber and biometric technology solutions that prevent identity theft, counterfeiting and fraud, today announced that Lawrence G. Schafran has joined the company’s Board of Directors.

“Larry’s public company, audit and investment expertise adds significant value to our board as we continue to build the company after our restructuring,” said Paul Donfried, VerifyMe’s chief executive officer. Mr. Schafran will serve on the audit and compensation committees.

Mr. Schafran is a private investor who serves on the Board of Directors of Wright Investors’ Service Holdings, Inc.; Cupcake Digital, Inc; and Glasstech, Inc. He has served as managing director of Providence Capital, Inc., an investment and advisory firm; and as a director and/or officer of COMSAT, Inc.; Capsure Holdings, Inc.; Banyan Strategic Realty Trust; Dart Group Corporation; Trak Auto Corporation; WorldSpace, Inc.; Shoppers Food Warehouse, Inc.; and The Palmieri Company, Inc. He received both a BBA and a MBA degree from the University of Wisconsin.

“I am honored to join VerifyMe’s Board of Directors,” said Mr. Schafran. “The new management team has moved quickly and strategically to accomplish a significant amount since the restructuring earlier this year. I believe that the company has a solid foundation for future growth and a strong portfolio of security products.”

About The Company

VerifyMe is a high-tech solutions company in the field of authenticating products and people. VerifyMe’s physical technology authenticates products, documents and currency with a suite of proprietary security inks and pigments. The company’s digital technology authenticates people by performing strong, multi-factor verification via its patented digital platform. To learn more, visit www.verifyme.com.

Forward-Looking Statements

This press release includes “forward-looking statements,” which may be identified by words such as “may,” “will,” “expects,” “intends,” “plans,” “projects,” “estimates,” “anticipates,” or “believes” or the negative thereof or any variation thereon or similar terminology or expressions. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are not guarantees and are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially from our expectations include, but are not limited to: our ability to raise additional capital, our limited revenues generated to date, our ability to attract and retain qualified personnel, the ability to successfully develop licensing programs and generate business, rapid

technological change in relevant markets, changes in demand for current and future intellectual property rights, legislative, regulatory and competitive developments, intense competition with larger companies, general economic conditions, and other factors set forth described in our filings with the Securities and Exchange Commission (“SEC”), including our annual report on Form 10-K filed with the SEC on April 16, 2015. VerifyMe (formerly known as LaserLock Technologies) expressly disclaims any obligation to publicly update any forward-looking statements contained herein, whether as a result of new information, future events or otherwise, except as required by law.

Contacts:

Investors and Media:

Benjamin Burrell

Chief Operating Officer

bburrell@verifyme.com

212-994-7002 x702

Investor Relations

VerifyMe

ir@verifyme.com