UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): March 21, 2019
VerifyMe, Inc.
(Exact Name of Registrant as Specified in Charter)
| Nevada | 000-31927 | 23-3023677 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
Clinton Square, 75 S. Clinton Ave, Suite 510 Rochester, NY | 14604 | |||
| (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 (see General Instruction A.2. below):
| ☐ | Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers
On March 21, 2019, VerifyMe, Inc. (the “Company”) authorized a grant of 240,000 shares of restricted common stock (the “Shares”) to each of Messrs. Howard Goldberg, Marshall Geller and Eugene Robin, the Company’s directors. The Shares vest quarterly over a one-year period from March 15, 2019, subject to the continued service as a director of the Company on each applicable vesting date.
On March 23, 2019, the Company appointed Mr. Arthur Laffer to the Company’s Board of Directors and granted240,000 shares of restricted stock which shall vest over a one year period in equal quarterly increments from March 15, 2019, subject to continued service as a director of the Company on each applicable vesting date.
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 thereunto duly authorized.
| VerifyMe, Inc. | |||
| Date: March 26, 2019 | By: | /s/ Patrick White | |
| Name: | Patrick White | ||
| Title: | Chief Executive Officer | ||