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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):      August 25, 2022

 

VerifyMe, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada 001-39332 23-3023677
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
     
75 S. Clinton Ave., Suite 510, Rochester, New York 14604
(Address of principal executive offices) (Zip Code)
   
Registrant’s telephone number, including area code:   (585) 736-9400
             

_____________________

(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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading
Symbol(s)
  Name of each exchange on which registered
 Common Stock, par value $0.001 per share   VRME   The Nasdaq Capital Market
Warrants to Purchase Common Stock   VRMEW   The Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

  Emerging growth company  ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

 

   
 

 

Item 1.01Entry into a Material Definitive Agreement.

 

On August 25, 2022, VerifyMe, Inc.’s fully owned subsidiary PeriShip Global LLC (as successor to PeriShip, LLC) entered into an Amendment to Professional Services Agreement (the “Amendment”) with FedEx Corporate Services, Inc. extending the term of the agreement, originally scheduled to expire on March 1, 2024, to March 1, 2026.

 

The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which will be filed as an exhibit to the Company’s next Quarterly Report on Form 10-Q and is incorporated herein by reference.

 

Item 8.01Other Events.

 

On August 31, 2022, the Company issued a press release announcing the multi-year extension of the professional services agreement through the Amendment. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

 

Item 9.01Financial Statement and Exhibits.

 

(d)     Exhibits.

 

Exhibit No. Description
99.1 VerifyMe, Inc. Press Release dated August 31, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

   
 

 

SIGNATURES

 

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.

 

  VerifyMe, Inc.
       
       
Date: August 31, 2022 By:   /s/ Patrick White  
    Patrick White
    Chief Executive Officer