|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
|
VerifyMe, Inc. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
92346X206 (CUSIP Number) |
Adam Stedham 801 International Parkway, Fifth Floor Lake Mary, FL, 32746 (585) 736-9400 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/28/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 92346X206 |
| 1 |
Name of reporting person
Marshall S. Geller | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
750,563.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The shares reported in rows 8, 10 and 11 above include the following held by the Geller Living Trust, dated July 26, 2002, of which Marshall S. Geller (Mr. Geller) and his spouse are co-trustees: (i) 370,034 shares of Common Stock; (ii) 70,045 shares of Common Stock issuable upon the exercise of warrants that are presently exercisable; (iii) 3,000 shares of Common Stock issuable upon the exercise of options that are presently exercisable; (iv) 68,310 vested RSUs that become payable, on a one-for-one basis, in shares of Common Stock upon separation of Mr. Geller's service as a director of VerifyMe, Inc.; and (v) 152,174 shares of Common Stock that are issuable upon the conversion of a convertible promissory note that is presently convertible. The shares reported in row 9 do not include 35,000 shares of restricted Common Stock that vest on June 5, 2025. The percentage reported in row 13 above is based on (i) 12,354,772 shares of Common Stock issued and outstanding as of January 24, 2025, as reported by VerifyMe, Inc. on Form S-3 filed with the SEC on January 28, 2025, (ii) 70,045 shares of Common Stock underlying warrants to purchase shares of Common Stock, (iii) 3,000 shares of Common Stock underlying option to purchase shares of Common Stock, (iv) 68,310 vested RSUs that become payable, on a one-for-one basis, in shares of Common Stock upon separation of Mr. Geller's service as a director of VerifyMe, Inc., and (v) 152,174 shares of Common Stock that are issuable upon the conversion of a convertible promissory note.
SCHEDULE 13D
|
| CUSIP No. | 92346X206 |
| 1 |
Name of reporting person
Geller Living Trust, dated July 26, 2002 | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CALIFORNIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
663,563.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The shares reported in rows 8, 10 and 11 above include the following held by the Geller Living Trust, dated July 26, 2002, of which Mr. Geller and his spouse are co-trustees: (i) 370,034 shares of Common Stock; (ii) 70,045 shares of Common Stock issuable upon the exercise of warrants that are presently exercisable; (iii) 3,000 shares of Common Stock issuable upon the exercise of options that are presently exercisable; (iv) 68,310 vested RSUs that become payable, on a one-for-one basis, in shares of Common Stock upon separation of Mr. Geller's service as a director of VerifyMe, Inc.; and (v) 152,174 shares of Common Stock that are issuable upon the conversion of a convertible promissory note that is presently convertible. The percentage reported in row 13 above is based on (i) 12,354,772 shares of Common Stock issued and outstanding as of January 24, 2025, as reported by VerifyMe, Inc. on Form S-3 filed with the SEC on January 28, 2025, (ii) 70,045 shares of Common Stock underlying warrants to purchase shares of Common Stock, (iii) 3,000 shares of Common Stock underlying option to purchase shares of Common Stock, (iv) 68,310 vested RSUs that become payable, on a one-for-one basis, in shares of Common Stock upon separation of Mr. Geller's service as a director of VerifyMe, Inc., and (v) 152,174 shares of Common Stock that are issuable upon the conversion of a convertible promissory note.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share | |
| (b) | Name of Issuer:
VerifyMe, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
801 International Parkway, Fifth Floor, Lake Mary,
FLORIDA
, 32746. | |
Item 1 Comment:
The initial statement on Schedule 13D was filed on June 8, 2023 (the Initial Schedule 13D) by Marshall S. Geller (Mr. Geller) and the Geller Living Trust, dated July 26, 2002 (the Trust, and together with Mr. Geller, the Reporting Persons), relating to the shares of common stock, par value $0.001 per share (Shares) of VerifyMe, Inc., a Nevada corporation (the Issuer). The Initial Schedule 13D, as amended by Amendment No. 1 filed on September 1, 2023, is hereby further amended to report a greater than 1% decrease in the percentage of Shares beneficially owned by the Reporting Persons as a result of the change in outstanding Shares of the Issuer, as reported by the Issuer in its Registration Statement on Form S-3 filed with the Securities and Exchange Commission on January 28, 2025. Unless otherwise indicated herein, there are no material changes to the information set forth in the Initial Schedule 13D, as amended by Amendment No. 1. | ||
| Item 4. | Purpose of Transaction | |
Mr. Geller is the non-executive vice chairman of the Board of Directors of the Issuer. In such capacity, Mr. Geller may, from time to time, discuss or make plans or proposals to the Issuer's management or other members of the Issuer's Board of Directors with respect to the matters described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Except as described in this Item 4, the Reporting Persons do not have any present plans or proposals which relate to or would result in matters referred to in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Depending on market conditions and other factors, the Reporting Persons may purchase the Issuer's Shares, or may sell or otherwise dispose of all or portions of the Shares, if such sales and purchases would be consistent with the Reporting Persons' investment objectives. Mr. Geller is also currently eligible to receive Shares under the terms of certain equity award agreements described in Item 6. The information provided in Item 6 with respect to the equity award agreements is incorporated by reference herein. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As of the date of this Schedule 13D (Amendment No. 2), Mr. Geller may be deemed to beneficially own, in the aggregate, 750,563 Shares of the Issuer, consisting of 87,000 Shares owned directly by Mr. Geller, 370,034 Shares owned by the Trust, 3,000 Shares issuable upon the exercise of options held by the Trust that are presently exercisable, 70,045 Shares issuable upon the exercise of warrants held by the Trust that are presently exercisable, 152,174 Shares that are issuable upon the conversion of a convertible promissory note that is presently convertible, and 68,310 vested RSUs held by the Trust that become payable, on a one-for-one basis, in Shares upon separation of Mr. Geller's service as a director, which represents approximately 5.9 percent of the issued and outstanding Shares. As of the date of this Schedule 13D (Amendment No. 2), the Trust may be deemed to beneficially own, in the aggregate, 663,563 Shares of the Issuer, consisting of all of the Shares set forth above in this Item 5(a), except the 87,000 shares of Common Stock owned directly by Mr. Geller, which represents approximately 5.2 percent of the issued and outstanding shares of Common Stock. | |
| (b) | Mr. Geller has sole voting power over 87,000 Shares of the Issuer and has sole dispositive power over 52,000 Shares of the Issuer. Mr. Geller and the Trust share voting and dispositive power over 663,563 Shares of the Issuer. | |
| (c) | The Reporting Persons have not effected any transactions in securities of the Issuer during the past 60 days. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Mr. Geller and the Issuer are parties to a Restricted Stock Award Agreement, dated as of June 5, 2024, pursuant to which the Issuer granted Mr. Geller an aggregate of 35,000 restricted Shares under the Issuer's 2020 Equity Incentive Plan. The restricted Shares will vest in full on June 5, 2025. The restricted Shares were granted by the Issuer to Mr. Geller as compensation for Mr. Geller's services as non-executive vice chairman of the Board of the Issuer. The foregoing descriptions of certain material provisions of the Restricted Stock Award Agreement are qualified, in each case, by the full text of such agreement, which was filed as Exhibit 99.2 to the Initial Schedule 13D. Except as disclosed in Item 6 of the Initial Schedule 13D, as amended by Amendment No. 1 and this Amendment No. 2, there are no contracts, arrangements, understandings or relationships between the Reporting Persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses or the giving or withholding of proxies. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|