Form 8-K - Current report

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):

November 8, 2023

VerifyMe, Inc.

(Exact name of registrant as specified in its charter)

Nevada	001-39332		23-3023677
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification No.)

801 International Parkway, Fifth Floor, Lake Mary, Florida			32746
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code:		(585) 736-9400

_____________________

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	VRME	The Nasdaq Capital Market
Warrants to Purchase Common Stock	VRMEW	The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02

Results of Operations and Financial Condition.

On November 8, 2023, VerifyMe, Inc. (the “Company”) issued a press release announcing its financial results for its three and nine months ended September 30, 2023. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under such section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act..

Item 7.01

Regulation FD Disclosure.

On November 8, 2023, the Company posted slides to the Investor section of its website that will accompany the Company’s earnings conference call and webcast at 11:00 a.m. Eastern Time on November 8, 2023. The slides are attached to this Form 8-K as Exhibit 99.2.

The information furnished pursuant to this Item 7.01, including Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under such section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		VerifyMe, Inc. Press Release dated November 8, 2023.
99.2		Slides for the November 8, 2023, Earnings Conference Call and Webcast.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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.


	VerifyMe, Inc.

Date: November 8, 2023	/s/ Adam Stedham
	Name:	Adam Stedham
	Title:	Chief Executive Officer and President

Exhibit 99.1

VerifyMe Reports Third Quarter 2023 Financial Results

Quarterly revenue of $5.6 million in Q3 2023, compared to $5.2 million in Q3 2022

Gross Profit of $2.3 million or 41% in Q3 2023, compared to $1.9 million or 36% in Q3 2022

Net loss of ($0.9) million in Q3 2023, compared to a net loss of ($0.6) million in Q3 2022

Adjusted EBITDA⁽¹⁾ of $0.2 million in Q3 2023, compared to Adjusted EBITDA loss of ($0.2) million in Q3 2022

Cash of $3.0 million as of September 30, 2023

Lake Mary, FL – November 8, 2023 – PRNewswire — VerifyMe, Inc. (NASDAQ: VRME) together with its subsidiaries, Trust Codes Global Limited (“Trust Codes Global”) and PeriShip Global LLC (“PeriShip Global”), (together “VerifyMe,” “we,” “our,” or the “Company”) provides brand owners time and temperature sensitive logistics, supply chain traceability, authentication, anti-counterfeiting, and data-rich brand enhancement services, announced today the Company’s financial results for its third quarter ended September 30, 2023 (“Q3 2023”).

Key Financial Highlights for Q3 2023:

Quarterly consolidated revenue of $5.6 million for the three months ended September 30, 2023, an increase of 7% compared to $5.2 million for the three months ended September 30, 2022, primarily attributable to growth in our premium services in our Precision Logistics segment

Gross profit of $2.3 million or 41% for the three months ended September 30, 2023, compared to $1.9 million or 36% for the three months ended September 30, 2022

Net loss of $0.9 million or ($0.09) per diluted share for the three months ended September 30, 2023, compared to a net loss of $0.6 million or ($0.06) per diluted share for the three months ended September 30, 2022

Adjusted net loss per diluted share (“Adjusted EPS”)⁽¹⁾ of ($0.06), for the three months ended September 30, 2023, and ($0.10) for the three months ended September 30, 2022, after adjusting for severance expense, loss on equity investment, change in fair value of contingent consideration and acquisition-related costs

Adjusted EBITDA⁽¹⁾ of $0.2 million in Q3 2023, compared to Adjusted EBITDA loss of ($0.2) million in Q3 2022

Cash of $3.0 million as of September 30, 2023

(1) Adjusted EBITDA and Adjusted EPS are non-GAAP financial measures. See "Use of Non-GAAP Financial Measures" below for information about these non-GAAP measures. A reconciliation to the most directly comparable GAAP measure, net loss, and net loss per diluted share, respectively, are included as a schedule to this release.

Adam Stedham, VerifyMe’s CEO and President stated, “I am pleased with the progress we made in Q3. The positive adjusted EBITDA was due to increased revenue and an improvement in our gross margin percentage. In addition, the Company strengthened our balance sheet, and solidified its operating strategy for both segments going forward. Our Precision Logistics segment increased revenue and gross margin percentages compared to Q3 2022. The Authentication segment’s pivot continues to progress, and the pipeline is growing. We are excited about the future prospects of the Company.”

Recent Business Highlights

Continued organic growth and margin expansion in Precision Logistics

Launched new ink strategy, which has resulted in growing sales pipeline

Convertible note capital raise of $1.1 million led by CEO and Board of Directors

Financial Results for the Three Months Ended September 30, 2023:

Revenue for the three months ended September 30, 2023, was $5.6 million, a 7% increase as compared to $5.2 million for the three months ended September 30, 2022. The increase in revenue was primarily attributable to growth in our premium services in our Precision Logistics segment. This segment accounted for 97% of the revenue for the quarter.

Gross profit for the three months ended September 30, 2023, was $2.3 million, compared to $1.9 million for the three months ended September 30, 2022. The resulting gross margin percentage was 41% for the three months ended September 30, 2023, compared to 36% for the three months ended September 30, 2022, principally due to the increased premium services revenue in the Precision Logistics segment which has higher margins. With the acquisition of Trust Codes in March 2023, providing custom software, our margins in the Authentication segment also increased.

Operating loss for the three months ended September 30, 2023, and 2022, was $0.9 million. The results for 2023 included incremental expenses related to the Trust Codes Global acquisition in March 2023, severance expense and additional stock compensation, partially offset by the improvement in gross margin.

Our net loss for the three months ended September 30, 2023, was $0.9 million, compared to $0.6 million for the three months ended September 30, 2022, due to the gain on extinguishment of debt in 2022. The resulting loss for the three months ended September 30, 2023, was ($0.09) per diluted share, compared to a loss per diluted share of ($0.06) for the three months ended September 30, 2022. After accounting for special items, which are set forth in the Non-GAAP Reconciliation – Adjusted EPS below, Adjusted EPS was ($0.06) for the three months ended September 30, 2023, and ($0.10) for the three months ended September 30, 2022.

Adjusted EBITDA for the three months ended September 30, 2023, was $0.2 million, an increase of $0.4 million, compared to an adjusted EBITDA loss of ($0.2) million for the three months ended September 30, 2022. Adjusted EBITDA and Adjusted EPS are non-GAAP financial measures. Please see “Use of Non-GAAP Financial Measures” for a discussion of these non-GAAP measures. A reconciliation to the most directly comparable GAAP measure, net loss and net loss per diluted share, is included as a schedule to this release.

At September 30, 2023, VerifyMe had a $3.0 million cash balance and $2.0 million in working capital.

At September 30, 2023, VerifyMe had 10,270,400 shares issued and 9,935,534 shares outstanding.

Earnings Call

The Company has scheduled an earnings conference call and webcast for 11:00 a.m. ET on Wednesday November 8, 2023. Prepared remarks regarding the company's financial and operational results will be followed by a question and answer period with VerifyMe's executive team. The conference call may be accessed via webcast at: https://event.choruscall.com/mediaframe/webcast.html?webcastid=Bjn13iwR or by calling +1 (844) 282-4569 within the US, or +1 (412) 317-5614 internationally, and requesting the “VerifyMe Call.” The presentation slides broadcast via the webcast will also be available on the Investors section of the VerifyMe website the morning of the call. Participants must be logged in via telephone to submit a question to management during the call. Participants may optionally pre-register for the conference call and webcast at: https://dpregister.com/sreg/10183716/facf83072c.

The webcast and presentation will be archived on the Investors section of VerifyMe’s website and will remain available for 90 days.

About VerifyMe, Inc.

VerifyMe, Inc. (NASDAQ: VRME), together with its subsidiaries, PeriShip Global and Trust Codes Global, provides traceability, and brand solutions. The company operates an Authentication Segment and a Precision Logistics Segment to provide item-level traceability, anti-diversion and anti-counterfeit protection, brand protection and enhancement technology solutions, as well as specialized logistics for time and temperature sensitive products. VerifyMe serves customers worldwide. To learn more, visit https://www.verifyme.com.

Cautionary Note Regarding Forward-Looking Statements

This release contains forward-looking statements regarding our segments and our sales pipeline and opportunities. The words "believe," "may," "will," ”continues,” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. Important factors that could cause actual results to differ from those in the forward-looking statements include our engagement in future acquisitions or strategic partnerships that increase our capital requirements or cause us to incur debt or assume contingent liabilities, the successful integration of our acquisitions (including the assets of PeriShip Global and Trust Codes Global), our reliance on one key strategic partner for shipping services in our Precision Logistics segment, competition including by our key strategic partner, seasonal trends in our business, severe climate conditions, the highly competitive nature of the industry in which we operate, our brand image and corporate reputation, impairments related to our goodwill and other intangible assets, economic and other factors such as recessions, downturns in the economy, inflation, global uncertainty and instability, the effects of pandemics, changes in United States social, political, and regulatory conditions and/or a disruption of financial markets, reduced freight volumes due to economic conditions, reduced discretionary spending in a recessionary environment, global supply-chain delays or shortages, fluctuations in labor costs, raw materials, and changes in the availability of key suppliers, our history of losses, our ability to use our net operating losses to offset future taxable income, the confusion of our name brand with other brands, the ability of our technology to work as anticipated and to successfully provide analytics logistics management, our ability to manage our growth effectively, our ability to successfully develop and expand our sales and marketing capabilities, risks related to doing business outside of the U.S., intellectual property litigation, our ability to successfully develop, implement, maintain, upgrade, enhance, and protect our information technology systems, our reliance on third-party information technology service providers, our ability to respond to evolving laws related to information technology such as privacy laws, risks related to deriving revenue from some clients in the cannabis industry, our ability to retain key management personnel, our ability to work with partners in selling our technologies to businesses, production difficulties, our inability to enter into contracts and arrangements with future partners, our ability to acquire new customers, issues which may affect the reluctance of large companies to change their purchasing of products, acceptance of our technologies and the efficiency of our authenticators in the field, our ability to comply with the continued listing standards of the Nasdaq Capital Market, and our ability to timely pay amounts due and comply with the covenants under our debt facilities.

These risk factors and uncertainties include those more fully described in VerifyMe’s Annual Report and Quarterly Reports filed with the Securities and Exchange Commission, including under the heading entitled “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our underlying assumptions prove incorrect, actual results may vary materially from those currently anticipated. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

Use of Non-GAAP Financial Measures

This press release includes both financial measures in accordance with U.S. generally accepted accounting principles (“GAAP”), as well as non-GAAP financial measures. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position or cash flows that either excludes or includes amounts that are not normally included or excluded in the most directly comparable measure calculated and presented in accordance with GAAP. Non-GAAP financial measures should be viewed as supplemental to and should not be considered as alternatives to any other GAAP financial measures. They may not be indicative of the historical operating results of VerifyMe nor are they intended to be predictive of potential future results. Investors should not consider non-GAAP financial measures in isolation or as substitutes for performance measures calculated in accordance with GAAP.

VerifyMe’s management uses and relies on EBITDA and Adjusted EBITDA, which are non-GAAP financial measures. The Company believes that both management and shareholders benefit from referring to EBITDA and Adjusted EBITDA in planning, forecasting and analyzing future periods. Additionally, the Company believes Adjusted EBITDA is useful to investors to evaluate its results because it excludes certain items that are not directly related to the Company’s core operating performance. In particular, with regard to our comparison of Adjusted EBITDA for the three and nine months ended September 30, 2023, to the three and nine months ended September 30, 2022, we believe is useful to investors than a comparison of net loss in the corresponding periods, in understanding the results of operations. The Company’s management uses these non-GAAP financial measures in evaluating its financial and operational decision making and as a means to evaluate period-to-period comparison. The Company’s management recognizes that EBITDA and Adjusted EBITDA, as non-GAAP financial measures, have inherent limitations because of the described excluded items.

The Company defines EBITDA as net income (loss) before interest expense, extinguishment of debt, income tax expense (benefit), and depreciation and amortization. Adjusted EBITDA represents EBITDA plus non-cash stock compensation expense, severance expense, unrealized (loss) gain on equity investment, loss on equity investment, impairment of intangibles, change in fair value of contingent consideration and one-time professional expenses for acquisitions. VerifyMe believes EBITDA and Adjusted EBITDA are important measures of VerifyMe’s operating performance because they allow management, investors and analysts to evaluate and assess VerifyMe’s core operating results from period-to-period after removing the impact of items of a non-operational nature that affect comparability.

Adjusted Net loss per Diluted Share (“Adjusted EPS”), which is a non-GAAP financial measure, is defined as loss per diluted share excluding severance expense, loss on equity investment, change in fair value of contingent consideration, gain on extinguishment of debt and one-time professional expenses for acquisitions. Management uses Adjusted EPS to assess total Company operating performance on a consistent basis. We believe that this non-GAAP financial measure, when considered together with our GAAP financial results, provides management and investors with an additional understanding of our business operating results, including underlying trends.

A reconciliation of EBITDA, Adjusted EBITDA and Adjusted EPS to the most comparable financial measure, net loss, and net loss per diluted share, respectively, calculated in accordance with GAAP is included in a schedule to this press release. The Company believes that providing the non-GAAP financial measures, together with the reconciliation to GAAP, helps investors make comparisons between VerifyMe and other companies. In making any comparisons to other companies, investors need to be aware that companies use different non-GAAP measures to evaluate their financial performance. Investors should pay close attention to the specific definition being used and to the reconciliation between such measure and the corresponding GAAP measure provided by each company under applicable SEC rules as the presentation here may not be comparable to other similarly titled measures of other companies.

For Other Information Contact:

Company: VerifyMe, Inc.

Email: IR@verifyme.com

VerifyMe, Inc.

Consolidated Balance Sheets

(In thousands, except share data)

	As of
	September 30, 2023		December 31, 2022
	(Unaudited)

ASSETS

CURRENT ASSETS
Cash and cash equivalents including restricted cash	$	3,007	$	3,411
Accounts receivable, net of allowance for credit loss reserve, $76 and $37 as of September 30, 2023 and December 31, 2022, respectively		1,379		4,448
Unbilled revenue		885		1,185
Prepaid expenses and other current assets		302		333
Inventory		42		81
TOTAL CURRENT ASSETS		5,615		9,458

PROPERTY AND EQUIPMENT, NET	$	265	$	292

RIGHT OF USE ASSET		506		469

INTANGIBLE ASSETS, NET		7,107		6,545

GOODWILL		5,313		3,988

TOTAL ASSETS	$	18,806	$	20,752

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Debt, short-term	$	1,000	$	500
Accounts payable		1,497		3,912
Other accrued expense		815		902
Lease liability- current		160		115
Contingent liability-short term		162		-
TOTAL CURRENT LIABILITIES		3,634		5,429

LONG-TERM LIABILITIES
Contingent liability-long term	$	827	$	-
Long-term lease liability		346		359
Long-term derivative liability		-		3
Term note		1,000		1,375
Convertible Note – related party		425		-
Convertible Note		675		-
TOTAL LIABILITIES	$	6,907	$	7,166

STOCKHOLDERS' EQUITY
Series A Convertible Preferred Stock, $.001 par value, 37,564,767 shares authorized; 0 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively		-		-

Series B Convertible Preferred Stock, $.001 par value; 85 shares authorized; 0.85 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively		-		-

Common stock, $0.001 par value; 675,000,000 authorized; 10,270,400 and 9,341,002 issued, 9,935,534 and 8,951,035 shares outstanding as of September 30, 2023 and December 31, 2022, respectively		10			10

Additional paid in capital		94,563			92,987

Treasury stock as cost; 334,866 and 389,967 shares at September 30, 2023 and December 31, 2022, respectively		(748	)		(949	)

Accumulated deficit		(81,851	)		(78,459	)

Accumulated other comprehensive loss		(75	)		(3	)

STOCKHOLDERS' EQUITY		11,899			13,586

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	18,806		$	20,752

VerifyMe, Inc.

Consolidated Statements of Operations

(Unaudited)

(In thousands, except share data)

	Three months ended						Nine months ended
	September 30, 2023			September 30, 2022			September 30, 2023			September 30, 2022


NET REVENUE	$	5,604		$	5,215		$	16,600		$	9,873

COST OF REVENUE		3,312			3,360			10,734			6,210

GROSS PROFIT		2,292			1,855			5,866			3,663

OPERATING EXPENSES
General and administrative (a)		2,754			2,213			7,852			6,213
Research and development		5			39			23			73
Sales and marketing (a)		388			478			1,388			1,224
Total Operating expenses		3,147			2,730			9,263			7,510

LOSS BEFORE OTHER (EXPENSE) INCOME		(855	)		(875	)		(3,397	)		(3,847	)

OTHER (EXPENSE) INCOME
Interest expenses, net		(39	)		(32	)		(127	)		(54	)
Loss on equity investment		-			-			-			(10,964	)
Unrealized (loss) gain on equity investment		-			(1	)		(2	)		5
Change in fair value of contingent consideration		(36	)		-			136			-
Other income (expense), net		-			25			(2	)		28
Gain on extinguishment of debt		-			326			-			326
TOTAL OTHER (EXPENSE) INCOME, NET		(75	)		318			5			(10,659	)

NET LOSS	$	(930	)	$	(557	)	$	(3,392	)	$	(14,506	)

LOSS PER SHARE:
BASIC		(0.09	)		(0.06	)		(0.35	)		(1.76	)
DILUTED		(0.09	)		(0.06	)		(0.35	)		(1.76	)
WEIGHTED AVERAGE COMMON SHARE OUTSTANDING

BASIC		9,879,202			8,943,613			9,732,619			8,219,154
DILUTED		9,879,202			8,943,613			9,732,619			8,219,154

(a)

Includes share-based compensation of $498 thousand and $1,099 thousand for the three and nine months ended September 30, 2023, respectively, and $354 thousand $1,095 thousand for the three and nine months ended September 30, 2022.

VerifyMe, Inc.

Consolidated EBITDA and Adjusted EBITDA Reconciliation Table (Unaudited)
(In thousands)

	Three months ended September 30,						Nine months ended September 30,

	2023			2022			2023			2022

Net Loss (GAAP)	$	(930	)	$	(557	)	$	(3,392	)	$	(14,506)
Interest expense, net		39			32			127			54
Gain on extinguishment of debt		-			(326	)			-		(326)
Amortization and depreciation		295			261			835			504

Total EBITDA (Non-GAAP)		(596	)		(590	)		(2,430	)		(14,274)

Adjustments:

Stock based compensation		5			31			46			123
Fair value of restricted stock and restricted stock units issued in exchange for services		484			322			932			972
Severance		247			-			579			-
Unrealized loss (gain) on equity investment		-			1			2			(5)
Loss on equity investment		-			-			-			10,964
Change in fair value of contingent consideration		36			-			(136	)		-
Impairment of intangibles		-			-			34			-
One-time professional expenses for acquisitions		-			38			278			661

Total Adjusted EBITDA (Non-GAAP)	$	176		$	(198	)	$	(695	)	$	(1,559)

VerifyMe, Inc.

Consolidated EPS and Adjusted EPS Reconciliation Table
(Unaudited)

	Three months ended September 30,						Nine months ended September 30,

	2023			2022			2023			2022

Loss per share (GAAP)	$	(0.09	)	$	(0.06	)	$	(0.35	)	$	(1.76	)
Severance expense, per share		0.03			-			0.06			-
Loss on equity investment, per share		-			-			-			1.33
Change in fair value of contingent consideration, per share		-			-			(0.01	)		-
Gain on extinguishment of debt, per share		-			(0.04	)		-			(0.04	)
One-time professional expenses for acquisitions, per share		-			-			0.03			0.08
Total Adjusted EPS (Non-GAAP)	$	(0.06	)	$	(0.10	)	$	(0.27	)	$	(0.39	)

Exhibit 99.2

Protect your brand. Grow your business. Third Quarter 2023 Investor Conference Call November 8, 2023 www.VerifyMe.com NASDAQ:VRME 1

Agenda NASDAQ:VRME 01 Welcome & Introductions Operations and Strategic Update Financial Review Q&A Closing Remarks 02 03 www.VerifyMe.com 04 05 2

Forward Looking Statements In addition to historical information, this presentation contains statements relating to revenue opportunities, anticipated revenue, profitability of the combined company, future business, financial performance, future catalysts and future events or developments, strategy, projected costs, prospects, plans, objectives of management and future operations, future revenue, and expected market growth of VerifyMe , Inc . together with its wholly owned subsidiaries PeriShip Global LLC and Trust Codes Global Limited, (“ VerifyMe ,” the “Company,” “we,” or “us”) that may constitute “forward - looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 . The words "anticipate," "expect," "continue," “believe,” "may" and similar expressions, as they relate to us, are intended to identify forward - looking statements . We have based these forward - looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs . Important factors that could cause actual results to differ from those in the forward - looking statements include our engagement in future acquisitions or strategic partnerships that increase our capital requirements or cause us to incur debt or assume contingent liabilities, the successful integration of our acquisitions (including the assets of PeriShip Global and Trust Codes Global), our reliance on one key strategic partner for shipping services in our Precision Logistics segment, competition including by our key strategic partner, seasonal trends in our business, severe climate conditions, the highly competitive nature of the industry in which we operate, our brand image and corporate reputation, impairments related to our goodwill and other intangible assets, economic and other factors such as recessions, downturns in the economy, inflation, global uncertainty and instability, the effects of pandemics, changes in United States social, political, and regulatory conditions and/or a disruption of financial markets, reduced freight volumes due to economic conditions, reduced discretionary spending in a recessionary environment, global supply - chain delays or shortages, fluctuations in labor costs, raw materials, and changes in the availability of key suppliers, our history of losses, our ability to use our net operating losses to offset future taxable income, the confusion of our name brand with other brands, the ability of our technology to work as anticipated and to successfully provide analytics logistics management, our ability to manage our growth effectively, our ability to successfully develop and expand our sales and marketing capabilities, risks related to doing business outside of the U . S . , intellectual property litigation, our ability to successfully develop, implement, maintain, upgrade, enhance, and protect our information technology systems, our reliance on third - party information technology service providers, our ability to respond to evolving laws related to information technology such as privacy laws, risks related to deriving revenue from some clients in the cannabis industry, our ability to retain key management personnel, our ability to work with partners in selling our technologies to businesses, production difficulties, our inability to enter into contracts and arrangements with future partners, our ability to acquire new customers, issues which may affect the reluctance of large companies to change their purchasing of products, acceptance of our technologies and the efficiency of our authenticators in the field, our ability to comply with the continued listing standards of the Nasdaq Capital Market, and our ability to timely pay amounts due and comply with the covenants under our debt facilities . More detailed information about these factors may be found in the Company’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10 - K for the year ended December 31 , 2022 , and subsequent Quarterly Reports on Form 10 - Q . The statements made herein speak only as of the date of this presentation . The Company’s actual results, performance or achievements could differ materially from the results expressed in, or implied by, these forward - looking statements . The Company undertakes no obligation to update or revise its forward - looking statements to reflect events or circumstances after the date of this presentation, except as required by law . Market data and industry information used herein are based on our management's knowledge of the industry and the good faith estimates of management . We also relied, to the extent available, upon managements review of independent industry surveys, forecasts and publications and other publicly available information prepared by a number of third - party sources . All of the market data and industry information used herein involves a number of assumptions and limitations which we believe to be reasonable, and you are cautioned not to give undue weight to such estimates . Although we believe that these sources are reliable, we cannot guarantee the accuracy or completeness of this information, and we have not independently verified this information . Projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate are subject to a high degree of uncertainty and risk due to a variety of factors, including those described, above . These and other factors could cause results to differ materially from those expressed in our estimates and beliefs and in the estimates prepared by independent parties . Non - GAAP Financial Measures This presentation includes non - GAAP financial information . This non - GAAP information is in addition to, not a substitute for or superior to, measures of financial performance or liquidity determined in accordance with GAAP . The Securities and Exchange Commission‘s Regulation G applies to any public disclosure or release of material information that includes a non - GAAP financial measure and requires : ( i ) the presentation of the most directly comparable financial measure calculated and presented in accordance with GAAP and (ii) a reconciliation of the differences between the non - GAAP financial measure presented and the most directly comparable financial measure calculated and presented in accordance with GAAP . The required presentations and reconciliations are contained in this presentation and can also be found at our website at www . verifyme . com 3 www.VerifyMe.com NASDAQ:VRME

Welcome Adam Stedham Chief Executive Officer and President www.VerifyMe.com NASDAQ:VRME – Remarks – Future Outlook 4

Outlook (1) 1 • Pleased with organic growth and gross margin improvement • Anticipating revenue of approximately $26M and positive adjusted EBITDA for 2023 • Expect double - digit organic growth in 2024 Capital • Pleased to have the participation in the convertible note offering. Feel confident we have the backing for both our organic and strategic growth plans • Renewed revolving Line of Credit with PNC Bank Precision Logistics • Business is tracking with plan • Improved margin profile through operating efficiencies and pursuit of higher value customers. • Continue to see growth opportunities associated servicing the needs of the perishable market and expanding our relationship with the world's largest air freight company 3 2 Strategic Snapshot 5 www.VerifyMe.com NASDAQ:VRME 4 Authentication • Lower revenues in 2023 with existing customers than expected • New strategy gaining momentum • Implemented new ink pricing strategy and we have a growing pipeline • APAC business has been impacted in 2023 by economic and weather conditions. We are seeing our volumes increase and winning new customers • Our technology stack is allowing us to expand our relationships and opportunities in the US market (1) Projections are based on Company estimates as of November 8 , 2023, and are provided solely for illustrative purposes. Actual results may vary. The Company undertakes no obligation to up date this information. A reconciliation of forward - looking Adjusted EBITDA to its nearest GAAP measure, net loss, is unavailable on a forward - looking basis without unreaso nable effort due to the uncertainty of components of the GAAP measure that are indeterminable as of the date of this presentation.

Financials www.VerifyMe.com NASDAQ:VRME – Q3 2023 Financial Highlights – Balance Sheet 6

Q3 2023 Financial Highlights Revenue Growth in our premium services in our Precision Logistics segment $5.6M Net Loss Including $0.2M severance ($0.4M) $3.1M Gross Profit GP up by $0.4M Margins improved due to increase in Precision Logistics $2.3M Up 7% YoY Compared to ($0.2)M in 2022 41% compared to 36% in 2022 (1) The term Adjusted EBITDA is a non - GAAP financial measure that the Company believes is useful to investors in evaluating its results. Adjusted EBITDA represents EBITDA (net income (loss) before interest expense, extinguishment of debt, income tax expense (benefit), depreciation and amortization) plus non - cash stock compensation expense, s everance expense, unrealized (loss) gain on equity investment, loss on equity investment, impairment of intangibles, change in fair value of contingent consideration and one - time professional expenses for acquisitions. For a reconciliation of this non - GAAP financial measure to the most comparable GAAP equivalent, net loss, see the Non - GAAP Reconciliation along with related footnotes, in the Appendix to this presentation. NASDAQ:VRME 7 www.VerifyMe.com ($0.9M) $0.2M Adjusted EBITDA Higher margins & more efficient use of resources

September 30, 2023 (Unaudited) December 31, 2022 Assets Cash and cash equivalents $3,007 $3,411 Accounts receivable and unbilled revenue Intangible assets & Goodwill 2,264 12,420 5,633 10,533 Other assets 1,115 1,175 Total Assets $18,806 $20,752 Current Liabilities Accounts payable, accrued exp, current lease exp and contingent consideration Current portion of debt $2,634 1,000 $4,929 500 Non - Current Liabilities Long term portion of debt & Convertible Note Other long term liabilities 2,100 1,173 1,375 362 Total Liabilities $6,907 $7,166 Total Stockholders’ Equity $11,899 $13,586 Total Liabilities and Stockholders’ $18,806 $20,752 Balance Sheet ($ in thousan ds ) www.VerifyMe.com 8

9 Q & A 9 NASDAQ:VRME www.VerifyMe.com Confidential Property of VerifyMe

10 www.VerifyMe.com Confidential Property of VerifyMe NASDAQ:VRME Appendix

11 www.VerifyMe.com Non - GAAP Reconciliation This presentation includes both financial measures in accordance with U . S . generally accepted accounting principles (“GAAP”), as well as non - GAAP financial measures . Generally, a non - GAAP financial measure is a numerical measure of a company’s performance, financial position or cash flows that either excludes or includes amounts that are not normally included or excluded in the most directly comparable measure calculated and presented in accordance with GAAP . Non - GAAP financial measures should be viewed as supplemental to and should not be considered as alternatives to any other GAAP financial measures . They may not be indicative of the historical operating results of VerifyMe nor are they intended to be predictive of potential future results . Investors should not consider non - GAAP financial measures in isolation or as substitutes for performance measures calculated in accordance with GAAP . VerifyMe’s management uses and relies on EBITDA and Adjusted EBITDA, which are non - GAAP financial measures . The Company believes that both management and shareholders benefit from referring to EBITDA and Adjusted EBITDA in planning, forecasting and analyzing future periods . Additionally, the Company believes Adjusted EBIDTA is useful to investors to evaluate its results because it excludes certain items that are not directly related to the Company’s core operating performance . In particular, with regard to our comparison of Adjusted EBITDA for the three and nine months ended September 30 , 2023 to the three and nine months ended September 30 , 2022 , we believe that certain charges make a three and nine month to three and nine month comparison of net loss less useful to investors than a comparison of Adjusted EBITDA in understanding the results of operations . The Company’s management uses these non - GAAP financial measures in evaluating its financial and operational decision making and as a means to evaluate period - to - period comparison . The Company’s management recognizes that EBITDA and Adjusted EBITDA, as non - GAAP financial measures, have inherent limitations because of the described excluded items . The Company defines EBITDA as net income (loss) before interest expense, extinguishment of debt, income tax expense (benefit), and depreciation and amortization . Adjusted EBITDA represents EBITDA plus non - cash stock compensation expense, severance expense, unrealized (loss) gain on equity investment, loss on equity investment, impairment of intangibles, change in fair value of contingent consideration and one - time professional expenses for acquisitions . VerifyMe believes EBITDA and Adjusted EBITDA are important measures of VerifyMe’s operating performance because they allow management, investors and analysts to evaluate and assess VerifyMe’s core operating results from period - to - period after removing the impact of items of a non - operational nature that affect comparability . A reconciliation of EBITDA and Adjusted EBITDA to the most comparable financial measure, net loss, calculated in accordance with GAAP is included in the table on the next slide . The Company believes that providing the non - GAAP financial measures, together with the reconciliation to GAAP, helps investors make comparisons between VerifyMe and other companies . In making any comparisons to other companies, investors need to be aware that companies use different non - GAAP measures to evaluate their financial performance . Investors should pay close attention to the specific definition being used and to the reconciliation between such measure and the corresponding GAAP measure provided by each company under applicable SEC rules as the presentation here may not be comparable to other similarly titled measures of other companies .

12 www.VerifyMe.com Non - GAAP Reconciliation – EBITDA and Adjusted EBITDA (In Thousands) 2023 2022 2023 2022 Net loss GAAP (930)$ (557)$ (3,392)$ (14,506)$ Interest expense, net 39 32 127 54 Gain on extinguisment of debt - (326) - (326) Amortization and depreciation 295 261 835 504 Total EBITDA (Non-GAAP) (596)$ (590)$ (2,430)$ (14,274)$ Adjustments: Stock based compensation 5 31 46 123 Fair value of restricted stock and restricted stock units issued in exchange for services 484 322 932 972 Severance expense 247 - 579 - Unrealized loss (gain) on equity investment - 1 2 (5) Loss on equity investment 10,964 Change in fair value of contingent consideration 36 - (136) - Impairment of intangibles - - 34 - One-time professional expenses for acquisitions - 38 278 661 Total Adjusted EBITDA (Non-GAAP) 176$ (198)$ (695)$ (1,559)$ Three Months Ended September 30 Nine Months Ended September 30

Protect your brand. Grow your business. US Headquarters 801 International Parkway Fifth Floor Lake Mary, FL 32746 +1 585 736 9400 info@ verifyme.com 13

Cover	Nov. 08, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 08, 2023
Entity File Number	001-39332
Entity Registrant Name	VerifyMe, Inc.
Entity Central Index Key	0001104038
Entity Tax Identification Number	23-3023677
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	801 International Parkway
Entity Address, Address Line Two	Fifth Floor
Entity Address, City or Town	Lake Mary
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	32746
City Area Code	(585)
Local Phone Number	736-9400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock, par value $0.001 per share
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	VRME
Security Exchange Name	NASDAQ
Warrants to Purchase Common Stock
Title of 12(b) Security	Warrants to Purchase Common Stock
Trading Symbol	VRMEW
Security Exchange Name	NASDAQ