UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): April 25, 2018
VerifyMe, Inc.
(Exact Name of Registrant as Specified in Charter)
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Nevada
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000-31927
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23-3023677
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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Clinton Square, 75 S. Clinton Ave, Suite 510
Rochester, NY
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14604
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(Address of Principal Executive Offices)
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(Zip Code)
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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 (see General Instruction A.2. below):
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☐
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 8.01 Other Events
On April 25, 2018 (the “Effective Date”), VerifyMe, Inc. (the “Company”) granted 300,000 shares (the “Shares”) of restricted common stock, issued under the 2017 Equity Incentive Plan, to Harvey Eisen in connection with his service as a member of the board of directors of the Company. The Shares immediately vested upon issuance.
Further, on the Effective Date, the Company approved the immediate vesting of all of the Company’s outstanding restricted common stock issued in 2017 and 2018 to non-employee directors of the Company. The 150,000 previously unvested shares of restricted common stock granted to Claudio Ballard were forfeited upon his death. The Company approved a new grant of 150,000 shares of vested restricted common stock to the estate of Claudio Ballard.
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 thereunto duly authorized.
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VerifyMe, Inc.
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Date: May 1, 2018
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By:
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/s/ Patrick White
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Name:
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Patrick White
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Title:
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Chief Executive Officer
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