UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 23, 2015

 

 

LASERLOCK TECHNOLOGIES, INC.

(Exact name of registrant as specified in charter)

 

 

 

Nevada		0-31927		23-3023677
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3112 M Street NW, Washington, D.C. 20007

(Address of Principal Executive Offices)

(202) 400-3700

(Registrant’s Telephone Number, Including Area Code)

 

(Former Name or Former Address, If Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 5.03.

Amendments to Articles of Incorporation or Bylaws.

On July 14, 2015, LaserLock Technologies, Inc. (the “Company”) filed Articles of Amendment to its Amended and Restated Articles of Incorporation with the Secretary of State of the State of Nevada reflecting a name change of the Company to “VerifyMe, Inc.” (the “Name Change”) to be effective as of 12:00 am on July 23, 2015 (the “Effective Date”).

The Name Change was effected in accordance with the provisions of the Company’s organizational documents and the corporate laws of the State of Nevada. The board of directors (the “Board”) of the Company determined that, in connection with the consummation of the Company’s recently completed recapitalization transaction and the acquisition of certain intellectual property from VerifyMe, Inc., a Texas corporation, which included the purchase of the rights to the trade name “VerifyMe” pursuant thereto, the Name Change would more accurately reflect the Company’s current business activities and will better communicate to the public the current and future nature of the Company’s business operations and enable the Company to better implement its business plan.

A copy of the Amended and Restated Certificate of Incorporation is attached as Exhibit 3.1 hereto and incorporated herein by reference.

 

Item 7.01.

Regulation FD Disclosure.

On July 23, 2015, the Company issued a press release announcing the Name Change and Reverse Stock Split (as defined in Item 8.01 below), a copy of which is attached at Exhibit 99.1 hereto, and is incorporated herein by reference.

Pursuant to the rules and regulations of the Securities and Exchange Commission, the information in this Item 7.01 disclosure, including Exhibit 99.1 and information set forth therein, is deemed to have been furnished and shall not be deemed to be “filed” under the Securities Exchange Act of 1934.

 

Item 8.01.

Other Events.

Simultaneous with the Name Change, the Company effected a reverse stock split of the Company’s currently issued and outstanding common stock, par value $0.001 per share (the “Common Stock”), and currently issued and outstanding preferred stock, par value $0.001 per share (the “Preferred Stock,” and together with the Common Stock, the “Capital Stock”) at a split ratio of 85-for-1 (the “Reverse Stock Split”) to be effective as of the Effective Date.

As a result of the Reverse Stock Split, every 85 pre-split shares of the Capital Stock issued and outstanding immediately prior to the Effective Date, have been automatically exchanged for one post-split share of Capital Stock with any fractional shares resulting from the Reverse Stock Split being rounded up to the nearest whole share. The total number of authorized shares of Capital Stock remains unchanged at its current total of 750,000,000, with 675,000,000 designated as Common Stock and 75,000,000 designated as Preferred Stock.

With the effectiveness of the Reverse Stock Split, proportionate adjustments have been made to the per share exercise price and the number of shares issuable upon the exercise or conversion of all outstanding options, warrants, convertible or exchangeable securities. This will result in approximately the same aggregate price being required to be paid under such options, warrants, convertible or exchangeable securities upon exercise, and approximately the same value of shares of our Capital Stock being delivered upon such exercise, exchange or conversion, immediately following the Reverse Stock Split as was the case immediately preceding the Reverse Stock Split. The number of shares reserved for issuance pursuant to these securities was also reduced proportionately based upon the Reverse Stock Split ratio of 85-for-1.

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The Company has elected to treat the Reverse Stock Split as a non-mandatory exchange. As a result, no letter of transmittal will be sent to the Company’s stockholders directing them to exchange their existing stock certificates. Rather, stockholders may retain their existing pre-split stock certificates until such time as they are submitted to the Company’s exchange and transfer agent, Interwest Transfer Company, Inc. (“Interwest”), for sale and will then be replaced by post-split stock certificates.

Interwest can provide instructions to stockholders regarding the process for exchanging their pre-split physical Common Stock certificates for new post-split Common Stock certificates representing the post-split number of shares. Holders of Common Stock who hold their shares in brokerage accounts or “street name” will have their shares automatically adjusted to reflect the Reverse Stock Split. Interwest can be reached at (801) 272-9294. Additional information regarding the Reverse Stock Split can be found in the Company’s Definitive Information Statement on Schedule 14C filed with the Securities and Exchange Commission on June 29, 2015.

Although the Name Change and Reverse Stock Split will be effective with FINRA as of the Effective Date, our trading symbol will be LLTID until the D is removed and our symbol is changed 20 business days thereafter, as required by FINRA rules and regulations.

The Common Stock commenced trading on the OTC Bulletin Board on a split-adjusted basis when the market opened on Thursday, July 23, 2015. The new CUSIP number for the Common Stock following the Reverse Stock Split is 92346X 107.

 

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits.

 

Exhibit No.		Description
3.1		Articles of Amendment to the Amended and Restated Articles of Incorporation
99.1		Press Release dated July 23, 2015

 

2

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 23, 2015

 

 

3

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EXHIBIT INDEX

 

Exhibit Number		Description
3.1		Articles of Amendment to the Amended and Restated Articles of Incorporation
99.1		Press Release, dated July 23, 2015

Exhibit 3.1

 

Exhibit 3.1
BARBARA K.CEGAVSKE
Secretary of State
202 North Carson Street
Carson City,Nevada 89701-4201
(775) 684-5708
Website: www.nvsos.gov
Filed in the office of
Barbara K. Cegavske Secretary of State State ofNevada Document Number
20150322500-00
Filing Date and Time
07/14/20151:51 PM
Entity Number
C28190-1999
Certificate of Amendment
(PURSUANT TO NRS 78.385 AND 78.390)
USE BLACK INK ONLY • DO NOT HIGHLIGHT ABOVE SPACE IS fOR OFFICE USE ONLY
Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
.(Pursuant to NRS 78.386 and 78.390. After Issuance of Stock)
1. Name of corporation:
LaserLock Technologies, Inc.
2. The articles have been amended as follows: (provide article numbers, if available)
Article I of the Amended and Restated Articles oflncorporation, as amended, are hereby further amended
as follows:
The name of the corporation shall be “VerifyMe,Inc.”
3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is:· 52.8%
4. Effective date and time of filing: (optional) Date: July 23, 2015 Time: 12:00 am
(must not be later than 90 days after the certificate is filed)
5. Signature: (required)
Signature of Officer
*If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof.
IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.
This form must be accompanied by appropriate fees. Nevada Secretary of State Amend Proftt-After Revised:1-5-15

Exhibit 99.1

 

FOR IMMEDIATE RELEASE

LaserLock Technologies Inc. Announces Company Name Change to VerifyMe, Inc. and Completion of Reverse Stock Split

VerifyMe Targets Consumer and Brand Protection Following Restructuring

VerifyMe Launches New Website www.verifyme.com

New York, N.Y. – July 23, 2015 – VerifyMe, Inc. (OTCBB:LLTID), a pioneer in combining physical, cyber and biometric security solutions to prevent identity theft, counterfeiting and fraud, today announced that its company name change and 85 for 1 reverse stock split have been completed.

“VerifyMe is the result of a restructuring of LaserLock Technologies reaching an agreement with its digital licensing partner and a re-capitalization of the company with $1.5 million in new investment,” said Paul Donfried, President and Chief Executive Officer of VerifyMe. “Our company offers a suite of patented technologies that verify the authenticity and provenance of any material good or the identity of any person. This milestone positions our company to deliver leading identity and authentication solutions in both cyber and physical security,” Mr. Donfried continued.

VerifyMe will continue to enhance its physical solutions, which are based on proprietary security pigments and inks. The company is focused on expanding its relationships with existing customers and establishing new partnerships.

“We anticipate that the restructuring will prepare VerifyMe for a future uplisting and attract additional investors,” said Benjamin Burrell, Chief Operating Officer of VerifyMe.

“As concerns and threats of identity theft and counterfeiting rise, we see increasing demand for innovative solutions. We believe that our technologies and company are well positioned to improve consumer and brand protection,” Mr. Burrell continued.

Interwest Transfer Company, Inc., is acting as exchange and transfer agent for the reverse stock split. Additional information can be found in the definitive information statement posted on the Company’s website www.verifyme.com or by visiting www.sec.gov. Interwest will provide information for exchanging pre-split stock certificates. Shares in brokerage accounts will have their shares automatically adjusted.

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About The Company

VerifyMe is a high tech solutions company in the field of authenticating products and people. VerifyMe’s physical technology authenticates products, documents and currency with a suite of proprietary security inks and pigments. The company’s digital technology authenticates people by performing strong, multi-factor verification via a patented digital platform. To learn more, visit www.verifyme.com.

Forward-Looking Statements

This press release includes “forward-looking statements”, which may be identified by words such as “may,” “will,” “expects,” “intends,” “plans,” “projects,” “estimates,” “anticipates,” or “believes” or the negative thereof or any variation thereon or similar terminology or expressions. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are not guarantees and are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially from our expectations include, but are not limited to: our ability to raise additional capital, our limited revenues generated to date, our ability to attract and retain qualified personnel, the ability to successfully develop licensing programs and generate business, rapid technological change in relevant markets, changes in demand for current and future intellectual property rights, legislative, regulatory and competitive developments, intense competition with larger companies, general economic conditions, and other factors set forth described in our filings with the Securities and Exchange Commission (“SEC”), including our annual report on Form 10-K filed with the SEC on April 16, 2015. VerifyMe (formerly known as LaserLock Technologies) expressly disclaims any obligation to publicly update any forward-looking statements contained herein, whether as a result of new information, future events or otherwise, except as required by law.

Contacts:

Investors and Media:

Benjamin Burrell

Chief Operating Officer

bburrell@verifyme.com

212-994-7002 x702

INVESTOR RELATIONS

VerifyMe

IR@verifyme.com