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):

August 13, 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 August 13, 2024, VerifyMe, Inc. (the “Company”) issued a press release announcing its financial results for its three and six months ended June 30, 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 August 13, 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 August 13, 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 August 13, 2024.
99.2		Slides for the August 13, 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: August 13, 2024	/s/ Adam Stedham
	Name:	Adam Stedham
	Title:	Chief Executive Officer and President

Exhibit 99.1

VerifyMe Reports Second Quarter 2024 Financial Results

Quarterly revenue of $5.4 million in Q2 2024, compared to $5.3 million in Q2 2023

Gross Profit of $2.1 million or 39% in Q2 2024, compared to $1.6 million or 30% in Q2 2023, an increase of 32%

Net loss of ($0.3) million in Q2 2024, compared to a net loss of ($0.9) million in Q2 2023

Adjusted EBITDA⁽¹⁾ of $0.2 million in Q2 2024, compared to Adjusted EBITDA loss of ($0.4) million in Q2 2023

Lake Mary, FL – August 13, 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 second quarter ended June 30, 2024 (“Q2 2024”).

Adam Stedham, VerifyMe’s CEO and President stated, “The Company reported second quarter positive adjusted EBITDA and continues to project a positive adjusted EBITDA for the full year of 2024.⁽²⁾ We continue to believe the regulatory environment impacting VerifyMe and the overall authentication industry can significantly enhance our long-term prospects. In addition, we have made significant progress towards formalizing an agreement of our desired relationship with Amazon. Although the length and time commitment of this process has been larger than anticipated, we look forward to updating shareholders further in the near future.”

Key Financial Highlights for Q2 2024:

Quarterly consolidated revenue of $5.4 million in Q2 2024, compared to $5.3 million for the three months ended June 30, 2023 (“Q2 2023”)

Gross profit of $2.1 million or 39% in Q2 2024, compared to $1.6 million or 30% in Q2 2023

Net loss of ($0.3) million or ($0.03) per diluted share in Q2 2024, compared to a net loss of ($0.9) million or ($0.09) per diluted share in Q2 2023

Adjusted EBITDA⁽¹⁾ of $0.2 million in Q2 2024, compared to Adjusted EBITDA loss of ($0.4) million in Q2 2023

Cash of $2.9 million as of June 30, 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.

(2) Projections are based on Company estimates as of August 13, 2024, and are provided solely for illustrative purposes. Actual results may vary. The Company undertakes no obligation to update this information. For forward-looking Adjusted EBITDA, a reconciliation to its nearest GAAP measure, net income (loss) is unavailable on a forward -looking basis without unreasonable effort due to the components of the GAAP-measure that are indeterminable as of the date of this press release.

Financial Results for the Three Months Ended June 30, 2024:

Revenue in Q2 2024 was $5.4 million, compared to $5.3 million in Q2 2023. Revenue for the quarter remained flat in our Precision Logistics segment and Authentication segment. The Precision Logistics segment accounted for 98% of the revenue for the quarter.

Gross profit in Q2 2024 was $2.1 million, compared to $1.6 million in Q2 2023. The resulting gross margin percentage was 39% for the three months ended June 30, 2024, compared to 30% for the three months ended June 30, 2023. The increase in gross margin was principally due to process improvements and increased premium services revenue in the Precision Logistics segment which has higher margins.

Operating loss in Q2 2024 was ($0.5) million, compared to ($1.0) million in Q2 2023. The improvement is primarily due to increased gross profit.

Our net loss in Q2 2024 was ($0.3) million, compared to net loss of ($0.9) million in Q2 2023. The resulting loss per diluted share in Q2 2024 was ($0.03), compared to loss per diluted share of ($0.09) in Q2 2023.

Adjusted EBITDA in Q2 2024 was $0.2 million, an increase of $0.6 million, compared to an adjusted EBITDA loss of ($0.4) million in Q2 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 June 30, 2024, VerifyMe had a $2.9 million cash balance and $2.2 million in working capital.

At June 30, 2024, VerifyMe had 10,655,065 shares issued and 10,384,698 shares outstanding.

Earnings Call

The Company has scheduled an earnings conference call and webcast for 11:00 a.m. ET on Tuesday August 13, 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=yGVd0i6O 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/10191314/fd2b3ba86c.

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 “believe,” “may,” “will,” “continues,” “can,” “project,” 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 and six months ended June 30, 2024, to the three and six months ended June 30, 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) 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 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

Consolidated Balance Sheets

(In thousands, except share data)

	As of
	June 30, 2024			December 31, 2023
	(Unaudited)

ASSETS

CURRENT ASSETS
Cash and cash equivalents including restricted cash	$	2,900		$	3,095
Accounts receivable, net of allowance for credit loss reserve, $156 and $165 as of June 30, 2024 and December 31, 2023, respectively		1,214			3,017
Unbilled revenue		751			1,282
Prepaid expenses and other current assets		210			254
Inventory		23			38
TOTAL CURRENT ASSETS		5,098			7,686

PROPERTY AND EQUIPMENT, NET	$	184		$	240

RIGHT OF USE ASSET		378			468

INTANGIBLE ASSETS, NET		6,539			6,927

GOODWILL		5,334			5,384

TOTAL ASSETS	$	17,533		$	20,705

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Term note, current	$	500		$	500
Accounts payable		1,331			3,310
Other accrued expense		808			988
Lease liability- current		165			170
Contingent liability- current		123			173
TOTAL CURRENT LIABILITIES		2,927			5,141

LONG-TERM LIABILITIES
Contingent liability, non-current	$	401		$	751
Long-term lease liability		223			307
Term note		625			875
Convertible Note – related party		475			475
Convertible Note		625			625
TOTAL LIABILITIES	$	5,276		$	8,174

STOCKHOLDERS' EQUITY
Series A Convertible Preferred Stock, $.001 par value, 37,564,767 shares authorized; 0 shares issued and outstanding as of June 30, 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 June 30, 2024 and December 31, 2023, respectively		-			-

Common stock, $0.001 par value; 675,000,000 authorized; 10,655,065 and 10,453,315 issued, 10,384,698 and 10,123,964 shares outstanding as of June 30, 2024 and December 31, 2023, respectively		11			10

Additional paid in capital		95,504			95,031

Treasury stock at cost; 270,367 and 329,351 shares at June 30, 2024 and December 31, 2023, respectively		(464	)		(659	)

Accumulated deficit		(82,748	)		(81,849	)

Accumulated other comprehensive loss		(46	)		(2	)

STOCKHOLDERS' EQUITY		12,257			12,531

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	17,533		$	20,705

VerifyMe, Inc.

Consolidated Statements of Operations

(Unaudited)

(In thousands, except share data)

	Three Months Ended						Six Months Ended
	June 30, 2024			June 30, 2023			June 30, 2024			June 30, 2023

NET REVENUE	$	5,352		$	5,335		$	11,111		$	10,996

COST OF REVENUE^(a)		3,262			3,749			6,761			7,889

GROSS PROFIT		2,090			1,586			4,350			3,107

OPERATING EXPENSES
Segment management and Technology^(a)		1,517			1,251			2,860			2,356
General and administrative ^(a)		894			836			2,015			2,249
Research and development		5			10			60			18
Sales and marketing ^(a)		210			527			598			1,026
Total Operating expenses		2,626			2,624			5,533			5,649

LOSS BEFORE OTHER INCOME (EXPENSE)		(536	)		(1,038	)		(1,183	)		(2,542	)

OTHER (EXPENSE) INCOME
Interest expenses, net		(42	)		(46	)		(80	)		(88	)
Unrealized gain (loss) on equity investment		-			30			-			(2	)
Change in fair value of contingent consideration		232			172			364			172
Other expense, net		-			-			-			(2	)
TOTAL OTHER INCOME (EXPENSE), NET		190			156			284			80

NET LOSS	$	(346	)	$	(882	)	$	(899	)	$	(2,462	)

LOSS PER SHARE
BASIC		(0.03	)		(0.09	)		(0.09	)		(0.26	)
DILUTED		(0.03	)		(0.09	)		(0.09	)		(0.26	)

WEIGHTED AVERAGE COMMON SHARE OUTSTANDING
BASIC		10,238,717			9,765,452			10,156,081			9,614,183
DILUTED		10,238,717			9,765,452			10,156,081			9,614,183

(a)

Includes share-based compensation of $239 thousand and $697 thousand for the three and six months ended June 30, 2024, respectively, and $315 thousand and $601 thousand for the three and six months ended June 30, 2023 respectively.

VerifyMe, Inc.

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

	Three Months Ended June 30,						Six Months Ended June 30,

	2024			2023			2024			2023

Net Loss (GAAP)	$	(346	)	$	(882	)	$	(899	)	$	(2,462	)
Interest expense, net		42			46			80			88
Amortization and depreciation		300			258			599			540

Total EBITDA (Non-GAAP)		(4	)		(578	)		(220	)		(1,834	)

Adjustments:

Stock based compensation		43			19			89			41
Fair value of restricted stock and restricted stock units issued in exchange for services		196			296			608			448
Severance		141			29			141			332
Unrealized (gain) loss on equity investment		-			(30	)		-			2
Change in fair value of contingent consideration		(232	)		(172	)		(364	)		(172	)
Impairments		9			34			13			34
One-time professional expenses for acquisitions		-			-			-			278

Total Adjusted EBITDA (Non-GAAP)	$	153		$	(402	)	$	267		$	(871	)

Exhibit 99.2

Protect your brand. Grow your business. Second Quarter 2024 Investor Conference Call August 13, 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 “believe,” "may," “will,” “Continues . ” “can,” “project,” 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 • Anticipate YoY 2024 revenue comparable to 2023 (2) • Anticipate YoY 2024 gross profit and gross margin above 2023 (2) • Anticipate YoY 2024 adjusted EBITDA (1) above 2023 (2) Capital • Total cash net of debt end of June 2024 $0.7M vs $0.6M end of December 2023 • Anticipate will be net cashflow neutral in 2024 (2) • Continuing to review all capital options Precision Logistics Segment • Increased customers in proactive business line by 7% in H1 2024 vs H1 2023 • Shipments to existing customer in proactive business line down 9% YoY from H1 2023 • Increased proposal activity since fully staffing salesforce 3 2 Strategic Snapshot 5 www.VerifyMe.com 4 Authentication Segment • Multiple Amazon transparency sales opportunities in pipeline • Ink sales pipeline continues to evolve • APAC business conditions continue to improve (1) The term Adjusted EBITDA is a non - GAAP financial measure that the Company believes is useful to investors in evaluating its resu lts. 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. (2) Projections are based on Company estimates as of August 13, 2024, and are provided solely for illustrative purposes. Actual res ults may vary. The company undertakes no obligation to update this information. For forward - looking Adjusted EBITDA, a reconciliation to the nearest GAAP measure, net income (loss) is unavailable on a forward - lo oking basis without unreasonable effort due to the component of GAAP - measure that are indeterminable as of the date of this presentation

Financials www.VerifyMe.com NASDAQ:VRME – Q2 2024 Financial Highlights – Balance Sheet 6

Q2 Financial Highlights Revenue New customers offsetting declining volumes with existing customers $5.4M Net Loss Improvement of $0.6M ($0.4M) $3.1M Gross Profit Improvement of $0.5M or 32% $2.1M 39% compared to 30% in Q2 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 (gain) 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. 7 www.VerifyMe.com ($0.3M) $0.2M Adjusted EBITDA (1) Improvement of $0.6M Flat YoY

June 30, 2024 (Unaudited) December 31, 2023 Assets Cash and cash equivalents $2,900 $3,095 Accounts receivable and unbilled revenue Intangible assets & Goodwill 1,965 11,873 4,299 12,311 Other assets 795 1,000 Total Assets $17,533 $20,705 Current Liabilities Accounts payable, accrued exp, current lease exp and contingent consideration Current portion of debt $2,427 500 $4,641 500 Non - Current Liabilities Long term portion of debt & Convertible Note Other long term liabilities 1,725 624 1,975 1,058 Total Liabilities $5,276 $8,174 Total Stockholders’ Equity $12,257 $12,531 Total Liabilities and Stockholders’ $17,533 $20,705 Balance Sheet ($ 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 six months ended June 30 , 2024 , to the three and six months ended June 30 , 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 (gain) 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)

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	Aug. 13, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 13, 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