Filing Details

Accession Number:
0001062993-23-021118
Form Type:
4
Zero Holdings:
No
Publication Time:
2023-11-17 16:32:20
Reporting Period:
2023-11-15
Accepted Time:
2023-11-17 16:32:20
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1104038 Verifyme Inc. VRME Services-Computer Integrated Systems Design (7373) 233023677
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1723447 H Adam Stedham C/O Verifyme, Inc.
801 International Parkway, Fifth Floor
Lake Mary FL 32746
Chief Executive Officer Yes Yes 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 Per Share Acquisiton 2023-11-15 6,082 $1.06 130,137 No 4 P Direct
Common Stock, Par Value $0.001 Per Share Acquisiton 2023-11-16 7,949 $1.06 138,086 No 4 P Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 P Direct
No 4 P Direct
Reported Derivative Holdings
Sec. Name Sec. Type Price Date Expiration Date Amount Remaning Holdings Nature of Ownership
Common Stock, Par Value $0.001 Per Share 8% Convertible Promissory Note due 2026 $1.15 2023-08-25 2026-08-25 152,174 0 Direct
Common Stock, Par Value $0.001 Per Share Restricted Stock Units $0.00 204,082 204,082 Direct
Common Stock, Par Value $0.001 Per Share Restricted Stock Units $0.00 550,000 550,000 Direct
Expiration Date Amount Remaning Holdings Nature of Ownership
2026-08-25 152,174 0 Direct
204,082 204,082 Direct
550,000 550,000 Direct
Footnotes
  1. The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.05 to $1.07, inclusive. Mr. Stedham 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 28,592 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. The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.049 to $1.06, inclusive. Mr. Stedham 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.
  4. These restricted stock units, which convert into common stock on a one-for-one basis, vest in three equal annual installments on each of 6/19/2024, 6/19/2025 and 6/19/2026, except as otherwise provided in the award notice.
  5. These restricted stock units, which convert into common stock on a one-for-one basis, vest in three tranches, except as otherwise provided in the award notice. Tranche 1 will vest 150,000 shares of common stock on or after the first anniversary of the grant date if the price of the Issuer's common stock is $2.21 per share and trades at or above that price for 20 consecutive days. Tranche 2 will vest 200,000 shares of common stock on or after the second anniversary of the grant date if the Issuer's common stock trades at or above $2.94 per share for 20 consecutive trading days. Tranche 3 will vest 200,000 shares of common stock on the fourth anniversary of the grant date if the Issuer's common stock trades at or above $3.68 per share for 20 consecutive trading days.