Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): October 6, 2017 

VerifyMe, Inc.
(Exact Name of Registrant as Specified in Charter) 

(State or Other Jurisdiction
of Incorporation)
File Number)
(I.R.S. Employer
Identification No.)
409 Boot Road
Downingtown, PA
(Address of Principal Executive Offices)
(Zip Code)

Registrant’s Telephone Number, Including Area Code (212) 994-7002

 (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 (see General Instruction A.2. below):
Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 5.02   Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers

Effective October 6, 2017, VerifyMe, Inc. (the “Company”) entered into a Compensation Agreement with Mr. Howard Goldberg, terminating the prior agreement. In accordance with the Compensation Agreement, the Company shall issue Mr. Goldberg $100,000 of units in its current private placement, or 1,430,000 shares of common stock and 1,430,000 five-year warrants exercisable at $0.15 per share. Of the shares and warrants, 75,075 shares and warrants will vest as of the end of October, November and December 2017 subject to Mr. Goldberg continuing to perform consulting services as of each applicable vesting date. The consideration consists of services valued at $5,250 per month, one-half of a loan made by a family member and a sum due to the Company’s Chairman for accrued compensation.


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 thereunto duly authorized.

VerifyMe, Inc.
Date: October 11, 2017
/s/ Patrick White
      Patrick White
      Chief Executive Officer