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 19, 2020 |
VerifyMe, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 000-31927 | 23-3023677 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| | | |
| 75 S. Clinton Ave., Suite 510, Rochester, New York | 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:
| ¨ | 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 |
| None | | N/A | | N/A |
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 19, 2020, VerifyMe, Inc. (the “Company”), and Patrick White, the Chief Executive Officer of the Company, entered into an amendment (the “Amendment”) to Mr. White’s employment agreement dated August 17, 2017, as previously amended on August 13, 2019 (the “Employment Agreement”). The Amendment extended the term of the Employment Agreement to August 15, 2021 and added automatic one-year renewal provisions. In addition, pursuant to the Amendment, if the Company has not listed its securities on a national securities exchange by August 15, 2020, Mr. White agreed to continue to defer $50,000 of his annual salary until such time as the Company completes a capital raise of $5 million or more or until such time as the Compensation Committee of the Board of Directors of the Company no longer deems the salary deferral necessary. All other material terms of the Employment Agreement remained the same.
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 26, 2020 | By: | /s/ Patrick White | |
| | | Patrick White | |
| | | President and Chief Executive Officer |
