Form 8-K

8-K — VerifyMe, Inc.

Accession: 0001214659-26-006255

Filed: 2026-05-15

Period: 2026-05-15

CIK: 0001104038

SIC: 6199 (FINANCE SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — z5142608k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex99_1.htm)

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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 15, 2026

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

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.

May 15, 2026, VerifyMe, Inc. (the “Company”) issued a press release to report financial results for the quarter ended March

31, 2026. The Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

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, or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

VerifyMe, Inc. Press Release dated May 15, 2026.

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 15, 2026

/s/ Adam Stedham

Name:

Adam Stedham

Title:

Chief Executive Officer and President

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex99_1.htm · Sequence: 2

Exhibit 99.1

VerifyMe

Reports First Quarter 2026 Financial Results

· Quarterly revenue

of $1.8 million, compared to $4.5 million in Q1 2025

· Quarterly gross profit

of $1.0 million or 54%, compared to $1.5 million or 33% in Q1 2025

· Net loss of ($0.7)

million, compared to ($0.6) million in Q1 2025

· Adjusted EBITDA(1)

of ($0.1) million, compared to $0.0 million in Q1 2025

· Cash of $3.5 million

and working capital of $5.1 million as of March 31, 2026

Lake Mary, FL – May 15, 2026 –

PRNewswire — VerifyMe, Inc. (NASDAQ: VRME) (“VerifyMe,” “we,”

“our,” or the “Company”) provides time and temperature sensitive logistics, and brand protection and enhancement

solutions, announced today the Company’s financial results for its first quarter ended March 31, 2026 (“Q1 2026”).

Adam Stedham,

VerifyMe’s CEO and President stated, “During Q1 of 2026, we fully implemented ProActive services and continued to transition

ProActive customers from using our legacy shipping partner to using our new strategic shipping partner. We also transitioned key

Premium customers to our Direct Premium model, allowing us to continue servicing these customers as they continue to ship with our legacy

partner. In addition, we are in the final stages of integrating our technology with our new partner to begin offering our Premium

services in Q2 of 2026. We believe our financial performance in Q1 of 2026 demonstrates the scalability of our model as we achieved

improved gross profit margins despite lower revenues. We are now focused on completing our integrations and growing our revenues

by both transitioning legacy customers and adding new customers.”

Key Financial Highlights for Q1 2026:

· Quarterly consolidated revenue

of $1.8 million in Q1 2026, compared to $4.5 million for the three months ended March 31, 2025 (“Q1 2025”).

· Gross profit of $1.0 million

or 54% in Q1 2026, compared to $1.5 million or 33% in Q1 2025.

· Net loss of ($0.7) million

or ($0.05) per diluted share in Q1 2026, compared to ($0.6) million or ($0.05) and Q1 2025.

· Adjusted EBITDA(1)

of ($0.1) million in Q1 2026, compared to $0.0 in Q1 2025.

· Cash of $3.5 million as

of March 31, 2026. On May 11, 2026 cash of $2.1 million received from final payment on loan made in August 2025 to ZenCredit.

__________

(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, 2026:

Revenue in Q1 2026 was $1.8 million, compared

to $4.5 million in Q1 2025. Revenue for the quarter decreased by $2.7 million, or 60%. The decrease

in revenue is primarily due to the loss of ProActive services revenue, as a result of the September 2025 termination of our agreement

with our prior carrier partner.

Gross profit in Q1 2026 was $1.0 million, compared

to $1.5 million in Q1 2025, a decline of ($0.5) million, or 36%. The resulting gross margin percentage was 54% for the three months ended

March 31, 2026, compared to 33% for the three months ended March 31, 2025. The increase in gross profit percentage results from the mix

of ProActive and Premium services provided during the quarter and process improvements implemented to increase ProActive services margins.

Operating loss was ($0.8) million in Q1 2026,

compared to ($0.6) million in Q1 2025. The increased loss primarily relates to an increase in legal expenses associated with the Company’s

proposed merger recorded in general and administrative expenses and the decrease in gross profit.

Net loss was ($0.7) million in Q1 2026, compared

to ($0.6) million in Q1 2025. The resulting loss per diluted share

was ($0.05) in Q1 2026 and in Q1 2025.

Adjusted EBITDA(1) in Q1 2026

was ($0.1) million, compared to $0.0 in Q1 2025. Adjusted EBITDA(1) 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, 2026, we had a $3.5 million cash

balance and $5.1 million in working capital.

At March 31, 2026, we had 13,581,242 shares issued

and 13,119,065 shares outstanding.

Earnings Call

The company is not scheduling

an earnings call but intends to have a shareholder call after the Form S-4 registration statement and proxy statement

associated with our previously announced merger agreement is declared effective by the US Securities and Exchange Commission.

__________

(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.

About VerifyMe, Inc.

VerifyMe, Inc. (NASDAQ: VRME),

provides specialized logistics for time and temperature sensitive products, as well as brand protection and enhancement solutions. To

learn more, visit 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 “believe,”

“continue,” “may,” “should,” "will," 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, 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 continue to invest in the development and commercialization

of our product and service offerings, 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 attract, retain and develop successors

for management, 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, our ability to timely pay amounts

due and comply with the covenants under our debt facilities, and our ability to complete the proposed business combination, including

due to the failure to obtain approval of the securityholders of the Company, certain regulatory approvals, or satisfying other conditions

to closing, in the merger agreement. 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, 2026, to the three months ended March 31, 2025, 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 loss before

interest (income) expense, income tax expense (benefit), and depreciation and amortization. Adjusted EBITDA represents EBITDA plus non-cash

stock compensation expense, severance expense, gain on derecognized liability, impairments, change in fair value of contingent consideration,

and one-time professional expenses for acquisitions and divestiture. 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)

March 31, 2026

December 31, 2025

(Unaudited)

ASSETS

CURRENT ASSETS

Cash and cash equivalents

$ 3,519

$ 4,353

Accounts receivable, net of allowance for credit loss reserve, $21 and $10 as of March 31, 2026 and December 31, 2025, respectively

818

857

Note receivable, net of allowance for credit loss reserve, $12 and $12 as of March 31, 2026 and December 31, 2025, respectively

1,988

Unbilled revenue

285

338

Prepaid expenses and other current assets

208

154

Inventory

TOTAL CURRENT ASSETS

6,849

7,727

PROPERTY AND EQUIPMENT, NET

$ 16

$ 20

INTANGIBLE ASSETS, NET

2,325

2,345

GOODWILL

2,926

TOTAL ASSETS

$ 12,116

$ 13,018

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

Accounts payable

$ 532

$ 745

Other accrued expense

457

530

Convertible note – related party, current

400

Convertible note, current

350

TOTAL CURRENT LIABILITIES

1,739

2,025

TOTAL LIABILITIES

$ 1,739

$ 2,025

STOCKHOLDERS' EQUITY

Series A Convertible Preferred Stock, $0.001 par value, 37,564,767 shares authorized; 0 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

Series B Convertible Preferred Stock, $0.001 par value; 85 shares authorized; 0.85 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

Common stock, $0.001 par value; 675,000,000 shares authorized; 13,581,242 and 13,553,049 shares issued, 13,119,065 and 13,071,601 shares outstanding as of March 31, 2026 and December 31, 2025, respectively

Additional paid in capital

102,096

102,059

Treasury stock at cost; 462,117 and 481,448 shares at March 31, 2026 and December 31, 2025, respectively

(476 )

(502 )

Accumulated deficit

(91,257 )

(90,578 )

STOCKHOLDERS' EQUITY

10,377

10,993

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$ 12,116

$ 13,018

VerifyMe, Inc.

Consolidated Statements of Operations

(Unaudited)

(In thousands, except share data)

Three Months Ended

March 31, 2026

March 31, 2025

NET REVENUE

$ 1,772

$ 4,455

COST OF REVENUE

812

2,965

GROSS PROFIT

960

1,490

OPERATING EXPENSES

Management and Technology(a)

570

926

General and administrative (a)

1,016

856

Research and development

Sales and marketing (a)

141

296

Total Operating expenses

1,727

2,083

LOSS BEFORE OTHER INCOME (EXPENSE)

(767 )

(593 )

OTHER INCOME (EXPENSE)

Interest income, net

TOTAL OTHER INCOME, NET

NET LOSS

$ (679 )

$ (571 )

LOSS PER SHARE

BASIC

(0.05 )

DILUTED

(0.05 )

WEIGHTED AVERAGE COMMON SHARE OUTSTANDING

BASIC

13,352,749

12,292,150

DILUTED

13,352,749

12,292,150

(a) Includes share-based compensation of $63 thousand and $333 thousand for the three months ended March 31, 2026 and March 31, 2025,

respectively.

VerifyMe, Inc.

Consolidated EBITDA and Adjusted EBITDA Reconciliation

Table (Unaudited)

(In thousands)

Three months ended

March 31,

2026

2025

Net loss (GAAP)

$ (679 )

$ (571 )

Interest income, net

(88 )

(22 )

Amortization and depreciation

132

286

Total EBITDA (Non-GAAP)

(635 )

(307 )

Adjustments:

Stock based compensation

Fair value of restricted stock and restricted stock units issued in exchange for services

292

Severance expense

Gain on derecognized liability

(100 )

One-time professional expenses for acquisitions/divestiture

474

Total Adjusted EBITDA (Non-GAAP)

$ (84 )

$ -

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

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Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

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Namespace Prefix:

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