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Filing Details

Accession Number:: 0001062993-25-005039
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2025-03-10 16:29:50
Reporting Period:: 2025-03-07

Filing Date:: 2025-03-10
Accepted Time:: 2025-03-10 16:29:50
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	Ceo And President	Yes	Yes	No	No

Reported Non-Derivative Transactions

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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	2025-03-07	45,000	$0.71	317,348	No	4	P	Direct
Common Stock, Par Value $0.001 Per Share	Acquisiton	2025-03-10	50,000	$0.68	367,348	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

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock, Par Value $0.001 Per Share	Restricted Stock Units	$0.00			18,750	18,750	Direct
Common Stock, Par Value $0.001 Per Share	Restricted Stock Units	$0.00			136,055	136,055	Direct
Common Stock, Par Value $0.001 Per Share	Restricted Stock Units	$0.00			550,000	550,000	Direct
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

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	18,750	18,750	Direct
	136,055	136,055	Direct
	550,000	550,000	Direct
2026-08-25	152,174	0	Direct

Footnotes

The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.71 to $0.72. 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.
Includes 28,592 vested RSUs 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 $0.67 to $0.69, 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.
These restricted stock units, which convert into common stock on a one-for-one basis (the "RSUs"), were granted pursuant to the issuer's salary reduction program and will vest on 1/1/2026, except as otherwise provided in the award notice.
One-third of the original grant of these RSUs vested on 6/19/2024 and, except as otherwise provided in the award notice, the balance vests in substantially equal installments on each of 6/19/2025 and 6/19/2026.
These RSUs 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 6/19/2024 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 6/19/2025 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 6/19/2027 if the issuer's common stock trades at or above $3.68 per share for 20 consecutive trading days.