Filing Details
- Accession Number:
- 0001062993-23-021207
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2023-11-20 16:31:17
- Reporting Period:
- 2023-11-16
- Accepted Time:
- 2023-11-20 16:31:17
- 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 | 2023-11-16 | 2,000 | $1.08 | 435,444 | 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 |
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 | 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) | $4.60 | 2020-06-22 | 2025-06-22 | 7,000 | 7,000 | 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 |
| Common Stock, Par Value $0.001 | 8% Convertible Promissory Note due 2026 | $1.15 | 2023-08-25 | 2026-08-25 | 152,174 | 0 | Indirect |
| Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|
| 30,000 | 30,000 | 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 |
| 2025-06-22 | 7,000 | 7,000 | Indirect |
| 2027-10-14 | 31,104 | 31,104 | Indirect |
| 2025-06-22 | 31,941 | 31,941 | Indirect |
| 2026-08-25 | 152,174 | 0 | Indirect |
Footnotes
- The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.06 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.
- 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.
- These restricted stock units, which convert into common stock on a one-for-one basis, vest in two equal tranches, except as otherwise provided in the award notice. Tranche 1 will vest on 4/7/2024 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, Tranche 1 will vest on 4/7/2025 if the issuer's common stock during such period was at or above $5.00 for 20 consecutive trading days. Tranche 2 will vest on 4/7/2024 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, Tranche 2 will vest on 4/7/2025 if the issuer's common stock during such period was at or above $7.00 for 20 consecutive trading days.
- This option is fully exercisable as of the date of this report.
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