Filing Details
- Accession Number:
- 0001062993-22-024543
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2022-12-29 16:30:38
- Reporting Period:
- 2022-12-27
- Accepted Time:
- 2022-12-29 16:30:38
- 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 | 2022-12-27 | 2,000 | $1.09 | 247,571 | No | 4 | P | Indirect | By Marshall & Patricia Geller Living Trust |
| Common Stock, Par Value $0.001 | Acquisiton | 2022-12-28 | 923 | $1.06 | 248,494 | 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 | 81,002 | 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 | Direct | ||
| Common Stock, Par Value $0.001 | Restricted Stock Units | $0.00 | 39,308 | 39,308 | Direct | ||
| 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 | 7,000 | 7,000 | Direct |
| Common Stock, Par Value $0.001 | Warrant (Right to Buy) | $4.60 | 2020-06-22 | 2025-06-22 | 31,941 | 31,941 | Indirect |
| Common Stock, Par Value $0.001 | Warrant (Right to Buy) | $7.50 | 2023-01-03 | 14,300 | 14,300 | Indirect |
| Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|
| 30,000 | 30,000 | Direct | |
| 39,308 | 39,308 | Direct | |
| 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 | 7,000 | 7,000 | Direct |
| 2025-06-22 | 31,941 | 31,941 | Indirect |
| 2023-01-03 | 14,300 | 14,300 | Indirect |
Footnotes
- Includes 29,002 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.
- The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.08 to $1.09. 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.
- 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.
- (Continued from footnote 3) 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.
- These restricted stock units, which convert into common stock on a one-for-one basis, vest on 1/1/2023, except as otherwise provided in the award notice, subject to continuous service as a member of the board of directors, and become payable upon separation of the Reporting Person's service as a director.
- This option is fully exercisable as of the date of this report.
- This warrant is fully exercisable as of the date of this report.
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