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):

May 14, 2024

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 May 14, 2024, VerifyMe, Inc. (the “Company”) issued a press release announcing its financial results for its three months ended March 31, 2024. 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 May 14, 2024, 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 May 14, 2024. 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 May 14, 2024.
99.2		Slides for the May 14, 2024, 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: May 14, 2024	/s/ Adam Stedham
	Name:	Adam Stedham
	Title:	Chief Executive Officer and President

Exhibit 99.1

VerifyMe Reports Improved First Quarter 2024 Financial Results including a Gross Profit increase of 49%

Quarterly revenue of $5.8 million in Q1 2024, compared to $5.7 million in Q1, 2023

Gross Profit of $2.3 million or 39% in Q1 2024, compared to $1.5 million or 27% in Q1 2023, an increase of 49%

Net loss of ($0.6) million in Q1, 2024, compared to a net loss of ($1.6) million in Q1 2023

Adjusted EBITDA⁽¹⁾ of $0.1 million in Q1 2024, compared to Adjusted EBITDA loss of ($0.5) million in Q1 2023

Lake Mary, FL – May 14, 2024 – 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 first quarter ended March 31, 2024 (“Q1 2024”).

Adam Stedham, VerifyMe’s CEO and President stated, “The company achieved significant growth in both gross margin and gross margin percent in the first quarter of 2024. We are pleased that Q1 is our third quarter in a row of reporting a positive adjusted EBITDA. As we continue to grow revenue, we believe the margin improvement will have a positive impact on our results from operations.”

Key Financial Highlights for Q1 2024:

Quarterly consolidated revenue of $5.8 million in Q1 2024, compared to $5.7 million for the three months ended March 31, 2023 (“Q1 2023”), an increase of 2%

Gross profit of $2.3 million or 39% in Q1 2024, compared to $1.5 million or 27% in Q1 2023

Net loss of ($0.6) million or ($0.05) per diluted share in Q1 2024, compared to a net loss of ($1.6) million or ($0.17) per diluted share in Q1 2023

Adjusted EBITDA⁽¹⁾ of $0.1 million in Q1 2024, compared to Adjusted EBITDA loss of ($0.5) million in Q1 2023

Cash of $2.8 million as of March 31, 2024

__________

(1) Adjusted EBITDA is a non-GAAP financial measure. See "Use of Non-GAAP Financial Measures" below for information about this non-GAAP measure. A reconciliation to the most directly comparable GAAP measure, net loss, is included as a schedule to this release.

Financial Results for the Three Months Ended March 31, 2024:

Revenue in Q1 2024 was $5.8 million, compared to $5.7 million in Q1 2023. The increase is primarily due to growth in our premium services in the Precision Logistics segment offsetting a decline in our proactive services related to a discontinued relationship with some lower margin customers. Revenue in our Authentication segment decreased due to the timing of a significant customer order in 2023 that did not recur in the three months ended March 31, 2024. The Precision Logistics segment accounted for 97% of the revenue for the quarter.

Gross profit in Q1 2024 was $2.3 million, compared to $1.5 million in Q1 2023. The resulting gross margin percentage was 39% for the three months ended December 31, 2023, compared to 27% for the three months ended March 31, 2023, principally due to process improvements and increased premium services revenue in the Precision Logistics segment which has higher margins.

Operating loss in Q1 2024 was ($0.6) million, compared to ($1.5) million in Q1 2023. The improvement is due to increased gross profit, severance expense and one time professional fees for Trust Codes acquisition in 2023 that did not recur, partially offset by operating costs for Trust Codes included for the full quarter 2024.

Our net loss in Q1 2024 was ($0.6) million, compared to net loss of ($1.6) million in Q1 2023. The resulting loss per diluted share in Q1 2024 was ($0.05), compared to loss per diluted share of ($0.17) in Q1 2023.

Adjusted EBITDA in Q1 2024 was $0.1 million, an increase of $0.6 million, compared to an adjusted EBITDA loss of ($0.5) million in Q1 2023. Adjusted EBITDA is a non-GAAP financial measure. Please see “Use of Non-GAAP Financial Measures” for a discussion of this non-GAAP measure. A reconciliation to the most directly comparable GAAP measure, net loss is included as a schedule to this release.

At March 31, 2024, VerifyMe had a $2.8 million cash balance and $2.4 million in working capital.

At March 31, 2024, VerifyMe had 10,485,065 shares issued and 10,176,603 shares outstanding.

Adam Stedham, continued, “Parcel shipment volumes across the market are down year over year. Despite this headwind, we still believe our investment in sales resources will generate the desired Precision Logistics growth in 2024. In addition, both the ink and codes portion of the Authentication Segment is gaining traction. We anticipate our overall growth will increase cashflow and generate increased shareholder value.”

Earnings Call

The Company has scheduled an earnings conference call and webcast for 11:00 a.m. ET on Tuesday May 14, 2024. 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=LOGnKVmF 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/10188865/fc784b45f9.

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, is a traceability and customer support services provider using specialized software and process technology. The company operates a Precision Logistics Segment and an Authentication Segment to provide specialized logistics for time-and-temperature sensitive products, as well as item level traceability, anti-diversion and anti-counterfeit protection, brand protection and enhancement technology solutions. VerifyMe serves customers worldwide. To learn more, visit https://www.verifyme.com.

Cautionary Note Regarding Forward-Looking Statements

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words “anticipate,” “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, 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, the ability of our strategic partners to integrate our solutions into their product offerings, 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, 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 months ended March 31, 2024, to the three months ended March 31, 2023, we believe is useful to investors 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, income tax expense (benefit), and depreciation and amortization. Adjusted EBITDA represents EBITDA plus non-cash stock compensation expense, severance expense, unrealized gain on equity investment, impairments, 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 a schedule to this press release. The Company believes that providing the non-GAAP financial measure, 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
	March 31, 2024		December 31, 2023
	(Unaudited)

ASSETS

CURRENT ASSETS
Cash and cash equivalents including restricted cash	$	2,818	$	3,095
Accounts receivable, net of allowance for credit loss reserve, $156 and $165 as of March 31, 2024 and December 31, 2023, respectively		1,197		3,017
Unbilled revenue		916		1,282
Prepaid expenses and other current assets		261		254
Inventory		32		38
TOTAL CURRENT ASSETS		5,224		7,686

PROPERTY AND EQUIPMENT, NET	$	212	$	240

RIGHT OF USE ASSET		419		468

INTANGIBLE ASSETS, NET		6,729		6,927

GOODWILL		5,309		5,384

TOTAL ASSETS	$	17,893	$	20,705

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Term note, current	$	500	$	500
Accounts payable		1,214		3,310
Other accrued expense		716		988
Lease liability- current		167		170
Contingent liability- current		195		173
TOTAL CURRENT LIABILITIES		2,792		5,141

LONG-TERM LIABILITIES
Contingent liability, non-current	$	597	$	751
Long-term lease liability		263		307
Term note		750		875
Convertible Note – related party		475		475
Convertible Note		625		625
TOTAL LIABILITIES	$	5,502	$	8,174

STOCKHOLDERS' EQUITY
Series A Convertible Preferred Stock, $.001 par value, 37,564,767 shares authorized; 0 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively		-		-

Series B Convertible Preferred Stock, $.001 par value; 85 shares authorized; 0.85 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively		-		-

Common stock, $0.001 par value; 675,000,000 authorized; 10,485,065 and 10,453,315 issued, 10,176,603 and 10,123,964 shares outstanding as of March 31, 2024 and December 31, 2023, respectively		10			10

Additional paid in capital		95,438			95,031

Treasury stock at cost; 308,462 and 329,351 shares at March 31, 2024 and December 31, 2023, respectively		(589	)		(659	)

Accumulated deficit		(82,402	)		(81,849	)

Accumulated other comprehensive loss		(66	)		(2	)

STOCKHOLDERS' EQUITY		12,391			12,531

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	17,893		$	20,705

VerifyMe, Inc.

Consolidated Statements of Operations

(Unaudited)

(In thousands, except share data)

	Three months ended
	March 31, 2024			March 31, 2023


NET REVENUE	$	5,759		$	5,661

COST OF REVENUE^(a)		3,499			4,140

GROSS PROFIT		2,260			1,521

OPERATING EXPENSES
Segment management and Technology^(a)		1,343			1,105
General and administrative ^(a)		1,121			1,413
Research and development		55			8
Sales and marketing ^(a)		388			499
Total Operating expenses		2,907			3,025

LOSS BEFORE OTHER INCOME (EXPENSE)		(647	)		(1,504	)

OTHER (EXPENSE) INCOME
Interest expenses, net		(38	)		(42	)
Unrealized loss on equity investment		-			(32	)
Change in fair value of contingent consideration		132			-
Other expense, net		-			(2	)
TOTAL OTHER INCOME (EXPENSE), NET		94			(76	)

NET LOSS	$	(553	)	$	(1,580	)

LOSS PER SHARE:
BASIC	$	(0.05	)	$	(0.17	)
DILUTED	$	(0.05	)	$	(0.17	)
WEIGHTED AVERAGE COMMON SHARE OUTSTANDING

BASIC		10,073,445			9,332,553
DILUTED		10,073,445			9,332,553

(a)

Includes share-based compensation of $458 thousand and $286 thousand for the three months ended March 31, 2024 and March 31, 2023 respectively.

VerifyMe, Inc.

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

	Three months ended March 31,

	2024			2023

Net loss (GAAP)	$	(553	)	$	(1,580	)
Interest expense, net		38			42
Amortization and depreciation		299			282

Total EBITDA (Non-GAAP)		(216	)		(1,256	)

Adjustments:

Stock based compensation		46			22
Fair value of restricted stock and restricted stock units issued in exchange for services		412			152
Severance expense		-			303
Change in fair value of contingent consideration		(132	)		-
Unrealized loss on equity investment		-			32
Impairments		4			-
One-time professional expenses for acquisitions		-			278

Total Adjusted EBITDA (Non-GAAP)	$	114		$	(469	)

Exhibit 99.2

Protect your brand. Grow your business. First Quarter 2024 Investor Conference Call May 14, 2024 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 , 2023 , 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

Overall Performance 1 • YoY Revenue Growth • YoY Gross Profit and Gross Margin Growth • YoY Adjusted EBITDA (1) Growth Capital • Total cash net of debt end of March 2024 $0.5M vs $0.6M end of December 2023 • Continue to expect positive cashflow for 2024 • Q1 net cashflow is down primarily due to repayment of loan, timing of AR and AP, and outlay for prepaid expenses Precision Logistics Segment • Increased new customers in proactive business line by 2.8% in Q1 2024 vs Q1 2023 • Shipments to existing customer in proactive business line down 2% YoY from Q1 2023 • Added additional salesperson May 1, and expecting to add two more in June (double initial plan) 3 2 Strategic Snapshot 5 www.VerifyMe.com NASDAQ:VRME 4 Authentication Segment • APAC business conditions continue to improve from 2023 ($92K Q4 2023 vs $97K Q1 2024 rev) • Multiple Amazon transparency sales opportunities in pipeline • Ink sales pipeline growth after Dscoop conference in March 2024 • GS1 Connect conference beginning of June (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, income tax expense (benefit), depreciation and amortization) plus non - cash stock compensation expense, severance expense, unreal ized (loss) on equity investment, impairments, change in fair value of contingent consideration and one - time professional expenses for acquisitions. For a reconciliation of this non - GAAP financial measure to th e most comparable GAAP equivalent, net loss, see the Non - GAAP Reconciliation along with related footnotes, in the Appendix to this presentation.

Financials www.VerifyMe.com NASDAQ:VRME – Q1 2024 Financial Highlights – Balance Sheet 6

Q1 Financial Highlights Revenue Continued growth in our premium services in our Precision Logistics segment $5.8M Net Loss Improvement of $1.0M ($0.4M) $3.1M Gross Profit Improvement of $0.7M or 49%. $2.3M 39% compared to 27% in Q1 2023 (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, income tax expense (benefit), depreciation and amortization) plus non - cash stock compensation expense, severance expense, unreal ized (loss) on equity investment, impairments, change in fair value of contingent consideration and one - time professional expenses for acquisitions. For a reconciliation of this non - GAAP financial measure to th e 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 ($0.6M) $0.1M Adjusted EBITDA (1) Improvement of $0.6M Up 2% YoY

December 31, 2023 March 31, 2024 (Unaudited) Assets $3,095 $2,818 Cash and cash equivalents 4,299 12,311 2,113 12,038 Accounts receivable and unbilled revenue Intangible assets & Goodwill 1,000 924 Other assets $20,705 $17,893 Total Assets $4,641 500 $2,292 500 Current Liabilities Accounts payable, accrued exp, current lease exp and contingent consideration Current portion of debt 1,975 1,058 1,850 860 Non - Current Liabilities Long term portion of debt & Convertible Note Other long term liabilities $8,174 $5,502 Total Liabilities $12,531 $12,391 Total Stockholders’ Equity $20,705 $17,893 Total Liabilities and Stockholders’ Balance Sheet ($ 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 months ended March 31 , 2024 to the three months ended March 31 , 2023 , we believe that certain charges make a 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, income tax expense (benefit), and depreciation and amortization . Adjusted EBITDA represents EBITDA plus non - cash stock compensation expense, severance expense, unrealized loss on equity investment, impairments, 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 measure, 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) 2024 2023 Net (Loss) GAAP (553)$ (1,580)$ Interest expense, net 38 42 Amortization and depreciation 299 282 - Total EBITDA (Non-GAAP) (216)$ (1,256)$ Adjustments: Stock based compensation 46 22 Fair value of restricted stock and restricted stock units issued in exchange for services 412 152 Severance expense - 303 Unrealized loss on equity investment 32 Change in fair value of contingent consideration (132) - Impairments 4 - One-time professional expenses for acquisitions - 278 Total Adjusted EBITDA (Non-GAAP) 114$ (469)$ Three Months Ended March 31

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	May 14, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 14, 2024
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