false 0001104038 false false false false 0001104038 2025-11-17 2025-11-17 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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 17, 2025

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:

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

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

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

| o | 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

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. o

| Item 2.02 | Results of Operations and Financial Condition.

On November 17, 2025, VerifyMe, Inc. (the “Company”) issued a press release announcing its financial results for its three and nine months ended September 30, 2025. 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 or the Exchange Act.

| Item 7.01 | Regulation FD Disclosure.

The disclosure contained in Item 2.02 is incorporated herein by reference. Also on November 17, 2025, the Company posted slides to the Investor section of its website that will accompany the Company’s earnings conference call and webcast at 9:00 a.m. Eastern Time on November 17, 2025. The slides are attached to this Form 8-K as Exhibit 99.2.

The information furnished pursuant to this Item 7.01, including Exhibits 99.1 and 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 17, 2025.
99.2 |  | Slides for the November 17, 2025, 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 17, 2025 | /s/ Adam Stedham
| Name: |  | Adam Stedham
| Title: |  | Chief Executive Officer and President