VerifyMe (VRME) 10-Q 13 May 21 2021 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2021	May 11, 2021
Cover [Abstract]
Entity Registrant Name	VerifyMe, Inc.
Entity Central Index Key	0001104038
Document Type	10-Q
Document Period End Date	Mar. 31, 2021
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Reporting Status Current	Yes
Entity File Number	000-31927
Entity Interactive Data Current	Yes
Entity Incorporation, State or Country Code	NV
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		7,426,907
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2021

Consolidated Balance Sheets (Un

Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
CURRENT ASSETS
Cash and cash equivalents	$ 15,351	$ 7,939
Accounts Receivable	163	31
Prepaid expenses and other current assets	190	177
Deferred Offering Costs	60
Inventory	49	54
TOTAL CURRENT ASSETS	15,813	8,201
PROPERTY AND EQUIPMENT
Equipment for lease, net of accumulated amortization of $61 and $50 as of March 31, 2021 and December 31, 2020, respectively	234	200
INTANGIBLE ASSETS
Patents and Trademarks, net of accumulated amortization of $327 and $320 as of March 31, 2021 and December 31, 2020, respectively	330	293
Capitalized Software Costs, net of accumulated amortization of $25 and $20 as of March 31, 2021 and December 31, 2020, respectively	117	80
TOTAL ASSETS	16,494	8,774
CURRENT LIABILITIES
Accounts payable and other accrued expenses	433	383
TOTAL CURRENT LIABILITIES	433	383
LONG-TERM LIABILITIES
Term Note	72	72
TOTAL LIABILITIES	505	455
STOCKHOLDERS' EQUITY
Common stock, $.001 par value; 675,000,000 authorized; 7,366,053 and 5,603,888 issued, 7,359,042 and 5,596,877 shares outstanding as of March 31, 2021 and December 31, 2020, respectively	7	6
Additional paid in capital	84,983	76,099
Treasury stock as cost (7,011 shares at March 31, 2021 and December 31, 2020)	(113)	(113)
Accumulated deficit	(68,888)	(67,673)
STOCKHOLDERS' EQUITY	15,989	8,319
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	16,494	8,774
Series A Convertible Preferred Stock [Member]
STOCKHOLDERS' EQUITY
Convertible Preferred Stock
STOCKHOLDERS' EQUITY
Series B Convertible Preferred Stock [Member]
STOCKHOLDERS' EQUITY
Convertible Preferred Stock
STOCKHOLDERS' EQUITY

Consolidated Balance Sheets (_2

Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Accumulated amortization, equipment for Lease	$ 61	$ 50
Accumulated amortization, patent and trademarks	327	320
Accumulated amortization, capitalized software costs	$ 25	$ 20
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, authorized	675,000,000	675,000,000
Common stock, issued	7,366,053	5,603,888
Common stock, outstanding	7,359,042	5,596,877
Treasury stock, shares	7,011	7,011
Series A Convertible Preferred Stock [Member]
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, authorized	37,564,767	37,564,767
Preferred stock, issued	0	0
Preferred stock, outstanding		0
Series B Convertible Preferred Stock [Member]
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, authorized	85	85
Preferred stock, issued	0.85	0.85
Preferred stock, outstanding		0.85

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands		3 Months Ended
		Mar. 31, 2021	Mar. 31, 2020
NET REVENUE
Sales		$ 188	$ 92
COST OF SALES		43	17
GROSS PROFIT		145	75
OPERATING EXPENSES
General and administrative	[1]	789	538
Legal and accounting		126	69
Payroll expenses	[1]	193	94
Research and development		5
Sales and marketing	[1]	247	43
Total Operating expenses		1,360	744
LOSS BEFORE OTHER EXPENSE		(1,215)	(669)
OTHER EXPENSE, NET
Interest expenses, net			(143)
Loss on extinguishment of debt			(280)
TOTAL OTHER EXPENSE, NET			(423)
NET LOSS		$ (1,215)	$ (1,092)
LOSS PER SHARE
BASIC (in dollars per share)		$ (0.19)	$ (0.49)
DILUTED (in dollars per share)		$ (0.19)	$ (0.49)
WEIGHTED AVERAGE COMMON SHARE OUTSTANDING
BASIC (in shares)		6,561,222	2,240,285
DILUTED (in shares)		6,561,222	2,240,285
[1]	Includes share based compensation of $438 and $323 for the three months ended March 31, 2021 and 2020, respectively.

Consolidated Statements of Op_2

Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Income Statement [Abstract]
Stock-based compensation	$ 438	$ 323

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (1,215)	$ (1,092)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation	10	40
Fair value of options in exchange for services	85	218
Fair value of restricted stock awards issued in exchange for services	215	65
Fair value of restricted stock units issued in exchange for services	128
Loss on Extinguishment of Debt		280
Amortization of debt discount		124
Amortization and depreciation	23	23
Changes in operating assets and liabilities:
Accounts Receivable	(132)	15
Deferred Offering Costs	(60)
Inventory	5	(11)
Prepaid expenses and other current assets	(13)	(15)
Accounts payable and accrued expenses	50	17
Net cash used in operating activities	(904)	(335)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Patents	(44)	(7)
Purchase of Equipment for lease	(45)	(22)
Capitalized Software Costs	(42)
Net cash used in investing activities	(131)	(29)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from public offering of securities	8,447
Repayment of bridge financing and early redemption fee		(750)
Proceeds from convertible debt, net of costs		1,747
Net cash provided by financing activities	8,447	997
NET INCREASE IN CASH AND CASH EQUIVALENTS	7,412	633
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD	7,939	253
CASH AND CASH EQUIVALENTS - END OF PERIOD	15,351	886
Cash paid during the period for:
Interest
Income taxes
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Relative fair value of common stock issued in connection with 2020 Debentures		34
Relative fair value of warrants issued in connection with 2020 Debentures		1,063
Beneficial conversion feature in connection with 2020 Debentures		$ 650

Consolidated Statement of Stock

Consolidated Statement of Stockholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands	Series A Convertible Preferred Stock [Member]	Series B Convertible Preferred Stock [Member]	Common Stock [Member]	Additional Paid-In Capital [Member]	Treasury Stock [Member]	Accumulated Deficit [Member]	Total
Balance at beginning at Dec. 31, 2019			$ 2	$ 61,815	$ (113)	$ (61,771)	$ (67)
Balance at beginning (in shares) at Dec. 31, 2019		0.85	2,232,112
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Fair value of stock option				217			217
Restricted Stock Awards				65			65
Common stock issued for services				8			8
Common stock issued for services (in shares)			1,333
Common stock issued in relation to Bridge Financing				66			66
Common stock issued in relation to Bridge Financing (in shares)			19,207
Beneficial Conversion feature in connection with convertible debt				650			650
Fair value of warrants issued in connection with convertible debt				1,063			1,063
Net loss						(1,092)	(1,092)
Balance at ending at Mar. 31, 2020			$ 2	63,884	(113)	(62,863)	910
Balance at ending (in shares) at Mar. 31, 2020		0.85	2,252,652
Balance at beginning at Dec. 31, 2020			$ 6	76,099	(113)	(67,673)	8,319
Balance at beginning (in shares) at Dec. 31, 2020		0.85	5,596,877
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Fair value of stock option				85			85
Restricted Stock Awards				215			215
Restricted Stock Awards (in shares)			10,000
Restricted Stock Units				128			128
Common stock issued for services				10			10
Common stock issued for services (in shares)			2,165
Common stock issued related to Public Offering			$ 1	8,446			8,447
Common stock issued related to Public Offering (in shares)			1,750,000
Net loss						(1,215)	(1,215)
Balance at ending at Mar. 31, 2021			$ 7	$ 84,983	$ (113)	$ (68,888)	$ 15,989
Balance at ending (in shares) at Mar. 31, 2021		0.85	7,359,042

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of the Business VerifyMe, Inc. (together with its consolidated subsidiaries, “VerifyMe,” the “Company,” “we,” “us,” or “our”) was incorporated in the State of Nevada on November 10, 1999. The Company is based in Rochester, New York and its common stock, par value $0.001 per share, and warrants to purchase common stock are traded on The Nasdaq Capital Market (“Nasdaq”) under the trading symbols “VRME” and “VRMEW,” respectively. The Company is a technology solutions provider specializing in brand protection and supply chain functions such as counterfeit prevention, authentication, serialization, consumer engagement, track and trace features for labels, packaging and products. Until 2018, the Company primarily engaged in the research and development of its technologies. The Company began to commercialize its covert luminescent pigment, RainbowSecure®, in 2018 and also developed the patented VeriPAS™ software system in 2018, which covertly and overtly serializes products to remotely track a product’s “life cycle” for brand owners. In April 2021 VerifyMe launched a rebranding and messaging campaign to more fully market all of their products and services to include a new website and marketing materials. What was previously known as RainbowSecure® is now called VerifyInk TM TM TM TM TM TM The Company’s activities are subject to significant risks and uncertainties, including its ability to successfully commercialize its technologies and the need to further develop the Company’s intellectual property. Reclassifications Certain amounts presented for the three months ended March 31, 2020 reflect reclassifications made to conform to the presentation in our current reporting period. Basis of Presentation The accompanying unaudited interim consolidated financial statements (the “Interim Statements”) have been prepared pursuant to the rules and regulations for reporting on Form 10-Q. Accordingly, certain information and disclosures required by U.S. generally accepted accounting principles (“GAAP”) for complete financial statements are not included herein. The Interim Statements should be read in conjunction with the financial statements and notes thereto included in the Company’s latest Annual Report on Form 10-K for the year ended December 31, 2020 as filed with the Securities and Exchange Commission (the “SEC”) on March 25, 2021. The accompanying Interim Statements are unaudited; however, in the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated upon consolidation. Revenue Recognition The Company accounts for revenues according to Accounting Standards Codification (“ASC”) Topic 606, “ Revenue from Contracts with Customers” The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: · identify the contract with a customer; · identify the performance obligations in the contract; · determine the transaction price; · allocate the transaction price to performance obligations in the contract; and · recognize revenue as the performance obligation is satisfied. During the three months ended March 31, 2021, the Company’s revenues were primarily made up of revenue generated from our product authentication technology, as we expanded into the personal protective equipment industry. Basic and Diluted Net Income per Share of Common Stock The Company follows Financial Accounting Standards Board (“FASB”) ASC 260, “Earnings Per Share,” when reporting earnings per share resulting in the presentation of basic and diluted earnings per share. Because the Company reported a net loss for each of the periods presented, common stock equivalents, including preferred stock, stock options and warrants were anti-dilutive; therefore, the amounts reported for basic and diluted loss per share were the same. For each of the three months ended March 31, 2021 and 2020, there were shares potentially issuable, that could dilute basic earnings per share in the future that were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive to the Company’s losses during the years presented. For the three months ended March 31, 2021, there were approximately 4,397,000 anti-dilutive shares consisting of 474,000 shares issuable upon exercise of options, 3,779,000 shares issuable upon exercise of warrants, and 144,000 shares issuable upon conversion of preferred stock. For the three months ended March 31, 2020, there were approximately 2,038,000 anti-dilutive shares consisting of 452,000 shares issuable upon exercise of options, 943,000 shares issuable upon exercise of warrants, 144,000 shares issuable upon conversion of preferred stock and 498,000 shares issuable upon conversion of convertible debentures.

DEFERRED OFFERING COSTS

DEFERRED OFFERING COSTS	3 Months Ended
	Mar. 31, 2021
Business Combination and Asset Acquisition [Abstract]
DEFERRED OFFERING COSTS	NOTE 2 – DEFERRED OFFERING COSTS In the three months ended March 31, 2021, the Company formed VMEA Holdings Inc. (the “Sponsor Entity”), a Delaware corporation and wholly owned subsidiary of the Company, that owns G3 VRM Acquisition Corp. (the “SPAC”), a Delaware corporation and special purpose acquisition company being co-sponsored by the Company. On April 12, 2021, the Sponsor Entity converted to a Delaware limited liability company, changed its name to “G3 VRM Holdings LLC” and a co-sponsor was added as a member of the Sponsor Entity. On April 14, 2021 the SPAC, filed a Registration Statement on Form S-1 with the Securities and Exchange Commission in connection with a proposed initial public offering of units by the SPAC. As of March 31, 2021, the Company has consolidated the Sponsor Entity and the SPAC, resulting in $60 thousand deferred offering costs.

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT	3 Months Ended
	Mar. 31, 2021
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT	NOTE 3 – PROPERTY AND EQUIPMENT Equipment for Lease During the three months ended March 31, 2021 and 2020, the Company capitalized $45 thousand and $22 thousand, respectively, in connection with the certification and production of the VerifyChecker™ and the VerifyAuthenticator TM Depreciation expense for Equipment for lease was $11 thousand and $11 thousand for the three months ended March 31, 2021 and 2020, respectively,

INTANGIBLE ASSETS

INTANGIBLE ASSETS	3 Months Ended
	Mar. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSETS	NOTE 4 – INTANGIBLE ASSETS Patents and Trademarks As of March 31, 2021, the current patent and trademark portfolios consist of ten granted U.S. patents and one granted European patent validated in four countries, nine pending U.S. and foreign patent applications, six registered U.S. trademarks, two EU trademark registrations, one Colombian trademark registration, one Australian trademark registration, one Japanese trademark registration, one Mexican trademark registration, one Singaporean trademark registration, and seventeen pending US and foreign trademark applications. Our issued patents expire between the years 2022 and 2038. Costs associated with the prosecution and legal defense of the patents have been capitalized and are amortized on a straight-line basis over the estimated lives of the patents which were determined to be 17 to 19 years. During the three months ended March 31, 2021 and 2020, the Company capitalized $44 thousand and $7 thousand, respectively, of patent and trademarks costs. During the three months ended March 31, 2021 and 2020, the Company amortized $7 and $7 thousand, respectively, of patent and trademarks costs. Capitalized Software Costs incurred in connection with the development of software related to our proprietary digital products are accounted for in accordance with FASB ASC 985 “Costs of Software to Be Sold, Leased or Marketed.” Costs incurred prior to the establishment of technological feasibility are charged to research and development expense. Software development costs are capitalized after a product is determined to be technologically feasible and is in the process of being developed for market. Amortization of capitalized software costs begins once the product is available to the market. Capitalized software costs are amortized over the estimated life of the related product, generally five years, using the straight-line method. The Company will evaluate its software assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The Company capitalized $42 thousand and $0 for the three months ended March 31, 2021 and 2020, respectively. Amortization expense for capitalized software was $5 and $5 thousand for the three months ended March 31, 2021 and 2020, respectively,

TERM NOTE

TERM NOTE	3 Months Ended
	Mar. 31, 2021
Debt Disclosure [Abstract]
TERM NOTE	NOTE 5 – TERM NOTE On May 17, 2020, the Company entered into a paycheck protection program term note for $72 thousand (the “SBA Loan”) with PNC Bank, N.A. under the recently enacted Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) pursuant to the Paycheck Protection Program (the “PPP”), which is administered by the U.S. Small Business Administration. The SBA Loan is scheduled to mature on May 17, 2022, bears interest at a rate of 1.00% per annum and is subject to the terms and conditions applicable to loans administered by the U.S. Small Business Administration under the CARES Act. Pursuant to the CARES Act and the PPP, all or a portion of the principal amount of the SBA Loan is subject to forgiveness so long as, over the eight-week period following the receipt of the SBA Loan, the Company used those proceeds for payroll costs, payment on rent obligations, utility costs, and costs of certain employee benefits as per Section 1106 of the CARES Act. As of March 31, 2020, the amount outstanding on the SBA Loan was $72 thousand classified as Long-Term Liabilities and included in the accompanying Balance Sheets.

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	3 Months Ended
	Mar. 31, 2021
Equity [Abstract]
STOCKHOLDERS' EQUITY	NOTE 6 – STOCKHOLDERS’ EQUITY The Company expensed $215 and $65 thousand related to restricted stock awards for the three months ended March 31, 2021 and 2020, respectively. During the three months ended March 31, 2021, the Company issued 2,165 shares of restricted common stock in relation to investor relation services with a stock based compensation expense of $10 thousand. On March 6, 2020, the Company completed the offering of senior secured convertible debentures (the “2020 Debentures”) and warrants and raised $1,992,000 in gross proceeds from the sale of the 2020 Debentures and warrants. In connection to the 2020 Debentures, the Company issued 19,207 restricted shares of common stock during the three months ended March 31, 2020. Effective January 1, 2021, the Company approved restricted stock units or restricted stock awards, for each non-employee director, with a grant date fair value equal to $100 thousand. If the non-employee director serves as a Board committee chair or Lead Independent director, he or she will also receive and an additional award of restricted stock units or restricted stock award with a grant date fair value equal to $25 thousand. These awards will vest in full on the earlier of the one-year anniversary of the date of grant subject to the non-employee director’s continued service on the Board of Directors. In January 2021, a total of 145,010 restricted stock units were issued to five non-employee directors for a fair value of $625 thousand, vesting one year from the date of issuance. The Company expensed $128 thousand and $0 related to restricted stock units for the three months ended March 31, 2021 and 2020, respectively. On February 9, 2021, the Company entered into an underwriting agreement with Maxim Group LLC (“Maxim”), as the representative of several underwriters pursuant to which the Company agreed to issue and sell to the underwriters in an underwritten public offering an aggregate of 1,650,000 shares of common stock, of the Company at a public offering price of $5.30 per share, less underwriting discounts and commissions. The public offering closed on February 12, 2021 resulting in gross proceeds of $8.7 million and net proceeds of $8.1 million, less underwriting discounts and commissions and other offering expenses. In connection with the public offering that closed on February 12, 2021, the Company granted Maxim a 45-day option to purchase up to 247,500 shares of common stock to cover over-allotments, if any. On February 19, 2021 Maxim partially exercised its over-allotment option to purchase 100,000 shares of common stock for gross proceeds of $530 thousand and net proceeds of $493 thousand, less underwriting discounts and commissions. The total net proceeds from the public offering including partial exercise of the overallotment option, were $8,447 thousand. Effective March 1, 2021, the Company amended and restated the Consulting Agreement it has with its Chief Operating Officer. The amended and restated agreement provides among other things, an annual fee of $214,400, a commission of 2% on all gross sales above $500 thousand, the issuance of 10,000 restricted stock awards and the extension of the expiration date for options previously granted to him to the five-year anniversary of the agreement’s effective date. As a result, 80,000 options previously granted to the Company’s Chief Operating Officer now expire on March 1, 2026. T he Company applied FASB ASC 718, “Compensation—Stock Compensation,” modification accounting and calculated a change in fair value of $75 thousand.

STOCK OPTIONS, RESTRICTED STOCK

STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS	3 Months Ended
	Mar. 31, 2021
Share-based Payment Arrangement [Abstract]
STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS	NOTE 7 – STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS During 2013, the Company adopted the 2013 Omnibus Equity Compensation Plan (the “2013 Plan”). Under the 2013 Plan, the Company is authorized to grant awards of stock options, restricted stock, restricted stock units and other stock-based awards up to an aggregate of 400,000 shares of common stock. The 2013 Plan is intended to permit certain stock options granted to employees under the 2013 Plan to qualify as incentive stock options. All options granted under the 2013 Plan, which are not intended to qualify as incentive stock options are deemed to be non-qualified stock options. On November 14, 2017, the Executive Committee of the Company’s Board of Directors adopted the 2017 Equity Incentive Plan (the “2017 Plan”) which covered the potential issuance of 260,000 shares of common stock. The 2017 Plan provided that directors, officers, employees, and consultants of the Company were eligible to receive equity incentives under the 2017 Plan at the discretion of the Board or the Board’s Compensation Committee. On August 10, 2020, the Company’s Board of Directors adopted the 2020 Equity Incentive Plan (the “2020 Plan”), subject to stockholder approval, which authorizes the potential issuance of up to 1,069,110 shares of common stock. On September 30, 2020, the Company’s stockholders approved the 2020 Plan, and upon such approval the 2020 Plan became effective and the 2017 Plan was terminated. Shares of common stock underlying existing awards under the 2017 Plan may become available for issuance pursuant to the terms of the 2020 Plan under certain circumstances. Employees and non-employee directors of the Company or its affiliates, and other individuals who perform services for the Company or any of its affiliates, are eligible to receive awards under the 2020 Plan at the discretion of the Board of Directors or the Board’s Compensation Committee. The 2020 Plan is administered by the Compensation Committee which determines the persons to whom awards will be granted, the number of awards to be granted and the specific terms of each grant, including the vesting thereof, subject to the provisions of the plan. In connection with incentive stock options, the exercise price of each option may not be less than 100% of the fair market value of the common stock on the date of the grant (or 110% of the fair market value in the case of a grantee holding more than 10% of the outstanding stock of the Company). The aggregate fair market value (determined at the time of the grant) of stock with respect to which incentive stock options are exercisable for the first time by any individual during any calendar year (under all plans of the Company and its affiliates) shall not exceed $100 thousand, and the options in excess of $100 thousand shall be deemed to be non-qualified stock options, including prices, duration, transferability and limitations on exercise. The maximum number of shares of common stock that may be issued under the 2020 Plan pursuant to incentive stock options may not exceed, in the aggregate, 1,000,000. The Company has issued non-qualified stock options pursuant to contractual agreements with non-employees. Options granted under the agreements are expensed when the related service or product is provided. No stock options were granted during the three months ended March 31, 2021. Determining the appropriate fair value of stock-based awards requires the input of subjective assumptions. The Company uses the Black-Scholes option pricing model to value its stock option awards. The assumptions used in calculating the fair value represent management’s best estimates and involve inherent uncertainties and judgements. Options Outstanding Weighted - Average Aggregate Remaining Intrinsic Weighted- Contractual Value Number of Average Term (in 000’s) Shares Exercise Price (in years) (1) Balance as of December 31, 2020 473,771 $ 4.48 Granted - - Balance as of March 31, 2021 473,771 $ 4.48 Exercisable as of March 31, 2021 473,771 $ 4.48 3.5 $292 (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of the Company’s common stock for options that were in-the-money at each respective period. The following table summarizes the activities for the Company’s unvested stock options for the three months ended March 31, 2021 Unvested Options Weighted - Average Number of Unvested Grant Date Options Exercise Price Balance as of December 31, 2020 10,000 $ 9.75 Granted - - Vested (10,000 ) 9.75 Balance as of March 31, 2021 - $ - During the three months ended March 31, 2021 and 2020, the Company expensed $85 and $218 thousand, respectively, with respect to options. Effective January 2020, the Company awarded its Chief Financial Officer Incentive Stock Options exercisable for 4,000 shares of common stock with an exercise price of $3.505 vesting quarterly over a one-year period and expiring on January 7, 2025 with a fair value of $14 thousand. Effective January 2020, the Company awarded four directors Non-Qualified Stock Options exercisable for 40,000 shares in the aggregate, for services rendered to the Company in 2019 with an exercise price of $3.505 vesting immediately and expiring on January 7, 2025 with a fair value of $137 thousand Effective January 2020, the Company awarded five of its directors Non-Qualified Stock Options exercisable for 50,000 shares in the aggregate, for services to be rendered to the Company in 2020 with an exercise price of $3.505 vesting quarterly over a one-year period and expiring on January 7, 2025 with a fair value of $171 thousand. As of March 31, 2021, there was $0 unrecognized compensation cost related to outstanding stock options. The following table summarizes the activities for the Company’s warrants for the three months ended March 31, 2021 Warrants Outstanding Number of Weighted- Average Exercise Price Weighted - Average Remaining Contractual Term in years) Aggregate Intrinsic Value (in 000's) (1) Balance as of December 31, 2020 3,779,243 $ 5.89 Granted - - Balance as of March 31, 2021 3,779,243 $ 5.89 3.8 Exercisable as of March 31, 2021 3,779,243 $ 5.89 3.8 $ - (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $4.12 for our common stock on March 31, 2021.

CONCENTRATIONS

CONCENTRATIONS	3 Months Ended
	Mar. 31, 2021
Risks and Uncertainties [Abstract]
CONCENTRATIONS	NOTE 8– CONCENTRATIONS Revenue For the three months ended March 31, 2021, and 2020, two customers represented 97% of revenues. Accounts Receivable As of March 31, 2021, two customers represented 90% of accounts receivable.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 9 – SUBSEQUENT EVENTS In May 2021, the Company issued 1,087 shares of restricted common stock in relation to investor relation services. On April 16, 2021, upon vesting of the restricted stock awards held by our Chief Executive Officer, the Company withheld 12,843 shares of common stock in order to satisfy his tax obligations. Effective April 15, 2021, Norman Gardner, the Chairman of the board of directors of the Company retired from the board of directors. The Company and Mr. Gardner have entered into a new two-year Consulting Agreement, dated April 15, 2021, with a term commencing June 30, 2021. Pursuant to the new Consulting Agreement, Mr. Gardner was given the honorary title of Founder and Chairman Emeritus, an annual consulting fee of $175,000 in the first year, and $87,500 in the second year, an award of 69,284 shares of restricted stock, half of which vest immediately and the balance vesting in equal installments on June 30, 2022 and June 30, 2023, and a $1,000 monthly health insurance stipend. In addition, Mr. Gardner has agreed to cancel options to purchase 8,300 shares that expire on December 21, 2026, and agreed to certain trading volume limitations on sales of his shares of the Company. The Company is accelerating the vesting of 40,000 restricted shares held by Mr. Gardner that are currently scheduled to vest in August 2021. Payments and vesting of restricted stock awards under the agreement will be accelerated upon Mr. Gardner’s death or termination other than for cause. The agreement is subject to other customary terms, including release of claims, non-competition and confidentiality. Upon the retirement of Mr. Gardner on April 15, 2021, the board of directors of the Company appointed Scott Greenberg to serve as Chairman of the board of directors. As a result, Mr. Greenberg also became the chair of the Executive Committee of the board. On April 15, 2021, the board of directors granted Margaret Gezerlis, the Company’s Chief Financial Officer, an award of 5,000 shares of restricted stock, half of which vested on April 15, 2021, and half of which vests on April 15, 2022. The Company withheld 750 shares of common stock in order to satisfy her tax obligations. In April 2021, the Company issued 1,087 shares of restricted common stock in relation to investor relation services. In April 2021, the Company granted an employee, an award of 5,000 shares of restricted stock, vesting annually over a two year period from the date of grant.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
Nature of the Business	Nature of the Business VerifyMe, Inc. (together with its consolidated subsidiaries, “VerifyMe,” the “Company,” “we,” “us,” or “our”) was incorporated in the State of Nevada on November 10, 1999. The Company is based in Rochester, New York and its common stock, par value $0.001 per share, and warrants to purchase common stock are traded on The Nasdaq Capital Market (“Nasdaq”) under the trading symbols “VRME” and “VRMEW,” respectively. The Company is a technology solutions provider specializing in brand protection and supply chain functions such as counterfeit prevention, authentication, serialization, consumer engagement, track and trace features for labels, packaging and products. Until 2018, the Company primarily engaged in the research and development of its technologies. The Company began to commercialize its covert luminescent pigment, RainbowSecure®, in 2018 and also developed the patented VeriPAS™ software system in 2018, which covertly and overtly serializes products to remotely track a product’s “life cycle” for brand owners. In April 2021 VerifyMe launched a rebranding and messaging campaign to more fully market all of their products and services to include a new website and marketing materials. What was previously known as RainbowSecure® is now called VerifyInk TM TM TM TM TM TM The Company’s activities are subject to significant risks and uncertainties, including its ability to successfully commercialize its technologies and the need to further develop the Company’s intellectual property.
Reclassifications	Reclassifications Certain amounts presented for the three months ended March 31, 2020 reflect reclassifications made to conform to the presentation in our current reporting period.
Basis of Presentation	Basis of Presentation The accompanying unaudited interim consolidated financial statements (the “Interim Statements”) have been prepared pursuant to the rules and regulations for reporting on Form 10-Q. Accordingly, certain information and disclosures required by U.S. generally accepted accounting principles (“GAAP”) for complete financial statements are not included herein. The Interim Statements should be read in conjunction with the financial statements and notes thereto included in the Company’s latest Annual Report on Form 10-K for the year ended December 31, 2020 as filed with the Securities and Exchange Commission (the “SEC”) on March 25, 2021. The accompanying Interim Statements are unaudited; however, in the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated upon consolidation.
Revenue Recognition	Revenue Recognition The Company accounts for revenues according to Accounting Standards Codification (“ASC”) Topic 606, “ Revenue from Contracts with Customers” The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: · identify the contract with a customer; · identify the performance obligations in the contract; · determine the transaction price; · allocate the transaction price to performance obligations in the contract; and · recognize revenue as the performance obligation is satisfied. During the three months ended March 31, 2021, the Company’s revenues were primarily made up of revenue generated from our product authentication technology, as we expanded into the personal protective equipment industry.
Basic and Diluted Net Income per Share of Common Stock	Basic and Diluted Net Income per Share of Common Stock The Company follows Financial Accounting Standards Board (“FASB”) ASC 260, “Earnings Per Share,” when reporting earnings per share resulting in the presentation of basic and diluted earnings per share. Because the Company reported a net loss for each of the periods presented, common stock equivalents, including preferred stock, stock options and warrants were anti-dilutive; therefore, the amounts reported for basic and diluted loss per share were the same. For each of the three months ended March 31, 2021 and 2020, there were shares potentially issuable, that could dilute basic earnings per share in the future that were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive to the Company’s losses during the years presented. For the three months ended March 31, 2021, there were approximately 4,397,000 anti-dilutive shares consisting of 474,000 shares issuable upon exercise of options, 3,779,000 shares issuable upon exercise of warrants, and 144,000 shares issuable upon conversion of preferred stock. For the three months ended March 31, 2020, there were approximately 2,038,000 anti-dilutive shares consisting of 452,000 shares issuable upon exercise of options, 943,000 shares issuable upon exercise of warrants, 144,000 shares issuable upon conversion of preferred stock and 498,000 shares issuable upon conversion of convertible debentures.

STOCK OPTIONS, RESTRICTED STO_2

STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Tables)	3 Months Ended
	Mar. 31, 2021
Share-based Payment Arrangement [Abstract]
Schedule of stock option activity	The assumptions used in calculating the fair value represent management’s best estimates and involve inherent uncertainties and judgements. Options Outstanding Weighted - Average Aggregate Remaining Intrinsic Weighted- Contractual Value Number of Average Term (in 000’s) Shares Exercise Price (in years) (1) Balance as of December 31, 2020 473,771 $ 4.48 Granted - - Balance as of March 31, 2021 473,771 $ 4.48 Exercisable as of March 31, 2021 473,771 $ 4.48 3.5 $292 (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of the Company’s common stock for options that were in-the-money at each respective period.
Schedule of summary for the activities of unvested stock options	The following table summarizes the activities for the Company’s unvested stock options for the three months ended March 31, 2021 Unvested Options Weighted - Average Number of Unvested Grant Date Options Exercise Price Balance as of December 31, 2020 10,000 $ 9.75 Granted - - Vested (10,000 ) 9.75 Balance as of March 31, 2021 - $ -
Schedule of warrant activity	The following table summarizes the activities for the Company’s warrants for the three months ended March 31, 2021 Warrants Outstanding Number of Weighted- Average Exercise Price Weighted - Average Remaining Contractual Term in years) Aggregate Intrinsic Value (in 000's) (1) Balance as of December 31, 2020 3,779,243 $ 5.89 Granted - - Balance as of March 31, 2021 3,779,243 $ 5.89 3.8 Exercisable as of March 31, 2021 3,779,243 $ 5.89 3.8 $ - (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $4.12 for our common stock on March 31, 2021.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - $ / shares	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Restructuring Cost and Reserve [Line Items]
Common stock, par value	$ 0.001		$ 0.001
Anti-dilutive shares	4,397,000	2,038,000
Warrant [Member]
Restructuring Cost and Reserve [Line Items]
Anti-dilutive shares	3,779,000	943,000
Stock Options [Member]
Restructuring Cost and Reserve [Line Items]
Anti-dilutive shares	474,000	452,000
Preferred Stock [Member]
Restructuring Cost and Reserve [Line Items]
Anti-dilutive shares	144,000	144,000
Convertible Debentures [Member]
Restructuring Cost and Reserve [Line Items]
Anti-dilutive shares		498,000

DEFERRED OFFERING COSTS (Detail

DEFERRED OFFERING COSTS (Details Narrative) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Business Acquisition [Line Items]
Deferred offering costs	$ 60
Sponsor Entity and SPAC [Member]
Business Acquisition [Line Items]
Deferred offering costs	$ 60

PROPERTY AND EQUIPMENT (Details

PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Equipment for lease, useful life	5 years
Capitalized amount	$ 45	$ 22
Equipment For Lease [Member]
Depreciation	$ 11	$ 11

INTANGIBLE ASSETS (Details Narr

INTANGIBLE ASSETS (Details Narrative) $ in Thousands	3 Months Ended
	Mar. 31, 2021USD ($)Number	Mar. 31, 2020USD ($)
Amortization expense | $	$ 5	$ 5
Capitalized software costs | $	$ 42	0
Patents [Member]
Number of patents granted	10
Number of pending patents	9
Number of trademarks	6
Number of pending trademarks	17
Amortization method	Straight-line basis
Description of expire	issued patents expire between the years 2022 and 2038
Patents [Member] | Minimum [Member]
Estimated lives of intangible assets	17 years
Patents [Member] | Maximum [Member]
Estimated lives of intangible assets	19 years
Patents [Member] | Foreign [Member]
Number of pending patents	9
Number of pending trademarks	17
Patents [Member] | Europe [Member]
Number of patents granted	1
Trademarks [Member]
Amortization method	Straight-line basis
Trademarks [Member] | Europe [Member]
Number of trademarks	2
Trademarks [Member] | COLOMBIA [Member]
Number of trademarks	1
Trademarks [Member] | AUSTRALIA [Member]
Number of trademarks	1
Trademarks [Member] | JAPAN [Member]
Number of trademarks	1
Trademarks [Member] | MEXICO [Member]
Number of trademarks	1
Trademarks [Member] | SINGAPORE [Member]
Number of trademarks	1
Capitalized Software [Member]
Estimated lives of intangible assets	5 years
Patents and Trademark [Member]
Capitalized patent costs and trademarks | $	$ 44	7
Amortization expense | $	$ 7	$ 7

TERM NOTE (Details Narrative)

TERM NOTE (Details Narrative) - Paycheck Protection Program Term Note [Member] - USD ($) $ in Thousands	May 17, 2020	Mar. 31, 2020
Long term liabilities		$ 72
PNC Bank, N.A. [Member]
Principal value	$ 72
Maturity date	May 17, 2022
Interest rate	1.00%

STOCKHOLDERS' EQUITY (Details N

STOCKHOLDERS' EQUITY (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	Mar. 06, 2021	Mar. 01, 2021	Feb. 19, 2021	Feb. 12, 2021	Feb. 12, 2021	Feb. 09, 2021	Jan. 02, 2021	Jan. 31, 2020	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Restricted stock/Restricted stock units, Expense									$ 128	$ 0
Number of common stock issued									7,366,053		5,603,888
Proceeds from issuance public offering									$ 8,447
Fair value of shares issued									$ 10	8
2020 Debentures [Member]
Gross proceeds from debt	$ 1,992
Underwriting Agreement [Member] | Maxim Group LLC [Member] | IPO [Member]
Description of closing price of common shares				In connection with the public offering that closed on February 12, 2021, the Company granted Maxim a 45-day option to purchase up to 247,500 shares of common stock to cover over-allotments, if any. On February 19, 2021 Maxim partially exercised its over-allotment option to purchase 100,000 shares of common stock for gross proceeds of $530 thousand and net proceeds of $493 thousand, less underwriting discounts and commissions.
Number of units issued in transaction						1,650,000
Public offering price (in diollars per share)						$ 5.30
Proceeds from issuance public offering				$ 8,700
Net proceeds from over-allotment option less underwriting discounts and commissions				$ 8,100
Underwriting Agreement [Member] | Maxim Group LLC [Member] | Over-Allotment Option [Member]
Number of units issued in transaction			100,000
Proceeds from issuance public offering			$ 530
Net proceeds from over-allotment option less underwriting discounts and commissions			493
Net proceeds from the public offering including exercise of the overallotment option			$ 8,447
Chief Operating Officer [Member]
Number of options granted		80,000
Change in fair value		$ 75
Chief Operating Officer [Member] | Consulting Agreement [Member]
Description of amended and restated		The amended and restated agreement provides among other things, an annual fee of $214,400, a commission of 2% on all gross sales above $500 thousand, the issuance of 10,000 restricted stock awards and the extension of the expiration date for options previously granted to him to the five-year anniversary of the agreement’s effective date.
Restricted Stock [Member]
Number of common stock issued									19,207
Description of units transaction							A total of 145,010 restricted stock units were issued to five non-employee directors for a fair value of $625 thousand, vesting in one year from the date of issuance.
Number of shares issued for services									2,165
Fair value of shares issued							$ 100		$ 10
Restricted Stock [Member] | Chief Operating Officer [Member]
Restricted stock awards granted		10,000
Restricted stock awards vesting period		5 years
Expire date		Mar. 1, 2026
Commission (percent)		2.00%
Restricted Stock [Member] | Director [Member]
Restricted stock units issued								145,010
Restricted Stock Units (RSUs) [Member]
Restricted stock/Restricted stock units, Expense									$ 215	$ 65
Restricted Stock Units (RSUs) [Member] | Investor Relations and Advisory Agreement [Member]
Annual fee					$ 214,400

STOCK OPTIONS, RESTRICTED STO_3

STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details) - Employee Stock Option [Member] $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2021USD ($)$ / sharesshares
Number of Shares
Balance at beginning | shares	473,771
Granted | shares
Balance at ending | shares	473,771
Exercisable at ending | shares	473,771
Weighted Average Exercise Price
Balance at beginning | $ / shares	$ 4.48
Granted | $ / shares
Balance at ending | $ / shares	4.48
Exercisable at ending | $ / shares	$ 4.48
Weighted Average Remaining Contractual Term
Exercisable at ending	3 years 6 months
Aggregate Intrinsic Value
Exercisable at ending | $	$ 292	[1]
[1]	The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of the Company's common stock for options that were in-the-money at each respective period.

STOCK OPTIONS, RESTRICTED STO_4

STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details 1) - Nonvested Stock Options [Member]	3 Months Ended
	Mar. 31, 2021$ / sharesshares
Number of Unvested Options
Balance at beginning | shares	10,000
Granted | shares
Vested | shares	(10,000)
Balance at ending | shares
Weighted-Average Grant Date Exercise Price
Balance at beginning | $ / shares	$ 9.75
Granted | $ / shares
Vested | $ / shares	9.75
Balance at ending | $ / shares

STOCK OPTIONS, RESTRICTED STO_5

STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details 2)	3 Months Ended
	Mar. 31, 2021USD ($)$ / sharesshares
Number of Shares
Balance at beginning | shares	3,779,243
Granted | shares
Balance at ending | shares	3,779,243
Exercisable at ending | shares	3,779,243
Weighted Average Exercise Price
Balance at beginning | $ / shares	$ 5.89
Granted | $ / shares
Balance at ending | $ / shares	5.89
Exercisable at ending | $ / shares	$ 5.89
Weighted - Average Remaining Contractual Term
Balance at ending	3 years 9 months 18 days
Exercisable at ending	3 years 9 months 18 days
Aggregate Intrinsic Value:
Exercisable at ending | $		[1]
[1]	The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $4.12 for our common stock on March 31, 2021.

STOCK OPTIONS, RESTRICTED STO_6

STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	Aug. 10, 2020	Nov. 14, 2017	Jan. 31, 2020	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2013
Unrecognized compensation cost				$ 0
Value of shares issued				$ 10	$ 8
Warrant [Member]
Exercise price (in dollars per share)				$ 4.12
Four Director [Member]
Exercise price (in dollars per share)			$ 3.505
Five Director [Member]
Exercise price (in dollars per share)			3.505
Chief Operating Officer [Member]
Exercise price (in dollars per share)			$ 3.505
Equity Incentive Plan 2017 [Member] | Board of Director [Member]
Number of common shares issued	1,069,110	260,000
Non-Qualified Stock Options [Member] | Four Director [Member]
Number of common shares issued			40,000
Value of shares issued			$ 137
Expiration date			Jan. 7, 2025
Non-Qualified Stock Options [Member] | Five Director [Member]
Options vesting period			1 year
Number of common shares issued			50,000
Value of shares issued			$ 171
Expiration date			Jan. 7, 2025
Stock Options, Restricted Stock and Units, and Other Stock-based Awards [Member] | 2013 Omnibus Equity Compensation Plan [Member]
Number of shares authorized to grand awards						400,000
Incentive Stock Options [Member]
Exercise price, description				In connection with incentive stock options, the exercise price of each option may not be less than 100% of the fair market value of the common stock on the date of the grant (or 110% of the fair market value in the case of a grantee holding more than 10% of the outstanding stock of the Company).
Incentive Stock Options [Member] | Chief Operating Officer [Member]
Options vesting period			1 year
Number of common shares issued			4,000
Value of shares issued			$ 14
Expiration date			Jan. 7, 2025
Options [Member]
Option, expense				$ 85	$ 218

CONCENTRATIONS (Details Narrati

CONCENTRATIONS (Details Narrative) - Two Customer [Member]	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Revenues [Member]
Concentration risk, percentage	97.00%	97.00%
Accounts Receivable [Member]
Concentration risk, percentage	90.00%

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($) $ in Thousands	Aug. 31, 2021	May 31, 2021	Apr. 30, 2021	Apr. 16, 2021	Apr. 15, 2021	Apr. 15, 2021	Mar. 31, 2021	Mar. 31, 2020
Subsequent Event [Line Items]
Professional fees							$ 126	$ 69
Subsequent Event [Member]
Subsequent Event [Line Items]
Number of shares issued					750
Subsequent Event [Member] | Chief Executive Officer [Member]
Subsequent Event [Line Items]
Number of restricted stock issued				12,843
Subsequent Event [Member] | Mr. Gardner [Member] | New Consulting Agreement [Member]
Subsequent Event [Line Items]
Number of restricted stock issued						69,284
Award Vesting rights						half of which vest immediately and the balance vesting in equal installments on June 30, 2022 and June 30, 2023
Monthly health insurance						$ 1,000
Number of options to purchase cancel						8,300
Subsequent Event [Member] | Mr. Gardner [Member] | New Consulting Agreement [Member] | Restricted Stock [Member]
Subsequent Event [Line Items]
Number of restricted shares subject to vest	40,000
Subsequent Event [Member] | Mr. Gardner [Member] | New Consulting Agreement [Member] | Tranche One [Member]
Subsequent Event [Line Items]
Professional fees						$ 175,000
Subsequent Event [Member] | Mr. Gardner [Member] | New Consulting Agreement [Member] | Tranche Two [Member]
Subsequent Event [Line Items]
Professional fees						$ 87,500
Subsequent Event [Member] | Margaret Gezerlis [Member]
Subsequent Event [Line Items]
Number of shares granted					5,000
Subsequent Event [Member] | Margaret Gezerlis [Member] | Tranche One [Member]
Subsequent Event [Line Items]
Award Vesting rights					half of which vested on April 15, 2021
Subsequent Event [Member] | Margaret Gezerlis [Member] | Tranche Two [Member]
Subsequent Event [Line Items]
Award Vesting rights					half of which vests on April 15, 2022.
Subsequent Event [Member] | Investor [Member]
Subsequent Event [Line Items]
Number of restricted stock issued		1,087	1,087
Subsequent Event [Member] | Employee [Member]
Subsequent Event [Line Items]
Number of restricted stock issued			5,000
Vesting period			2 years