Filing Details

Accession Number:
0001062993-23-018056
Form Type:
4
Zero Holdings:
No
Publication Time:
2023-09-15 16:29:26
Reporting Period:
2023-09-13
Accepted Time:
2023-09-15 16:29:26
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1104038 Verifyme Inc. VRME () 4
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
925236 S Marshall Geller C/O Verifyme, Inc.
801 International Parkway, Fifth Floor
Lake Mary FL 32746
Yes No No No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock, Par Value $0.001 Acquisiton 2023-09-13 508 $1.17 427,554 No 4 P Indirect By Marshall & Patricia Geller Living Trust
Common Stock, Par Value $0.001 Acquisiton 2023-09-14 1,300 $1.18 428,854 No 4 P Indirect By Marshall & Patricia Geller Living Trust
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 P Indirect By Marshall & Patricia Geller Living Trust
No 4 P Indirect By Marshall & Patricia Geller Living Trust
Reported Non-Derivative Holdings
Sec. Name Remaning Holdings Nature of Ownership Explanation
Common Stock, Par Value $0.001 52,000 Direct
Reported Derivative Holdings
Sec. Name Sec. Type Price Date Expiration Date Amount Remaning Holdings Nature of Ownership
Common Stock, Par Value $0.001 Restricted Stock Units $0.00 30,000 30,000 Indirect
Common Stock, Par Value $0.001 Warrant (Right to Buy) $4.60 2020-06-22 2025-06-22 7,000 7,000 Indirect
Common Stock, Par Value $0.001 8% Convertible Promissory Note due 2026 $1.15 2023-08-25 2026-08-25 152,174 0 Indirect
Common Stock, Par Value $0.001 Stock Option (Right to Buy) $5.30 2025-05-27 3,000 3,000 Indirect
Common Stock, Par Value $0.001 Stock Option (Right to Buy) $3.51 2025-01-07 10,000 10,000 Indirect
Common Stock, Par Value $0.001 Stock Option (Right to Buy) $3.51 2025-01-07 10,000 10,000 Indirect
Common Stock, Par Value $0.001 Warrant (Right to Buy) $3.22 2022-10-14 2027-10-14 31,104 31,104 Indirect
Common Stock, Par Value $0.001 Warrant (Right to Buy) $4.60 2020-06-22 2025-06-22 31,941 31,941 Indirect
Expiration Date Amount Remaning Holdings Nature of Ownership
30,000 30,000 Indirect
2025-06-22 7,000 7,000 Indirect
2026-08-25 152,174 0 Indirect
2025-05-27 3,000 3,000 Indirect
2025-01-07 10,000 10,000 Indirect
2025-01-07 10,000 10,000 Indirect
2027-10-14 31,104 31,104 Indirect
2025-06-22 31,941 31,941 Indirect
Footnotes
  1. The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.16 to $1.17. Mr. Geller undertakes to provide VerifyMe, Inc., any security holder of VerifyMe, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
  2. Includes (i) 86,806 shares of restricted stock that vests on 6/7/2024 and (ii) 68,310 vested restricted stock units that become payable, on a one-for-one basis, in shares of common stock of VerifyMe, Inc. upon separation of the Reporting Person's service as a director.
  3. These restricted stock units, which convert into common stock on a one-for-one basis, vest on 4/7/2024 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.
  4. (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.
  5. This option is fully exercisable as of the date of this report.