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VerifyMe, Inc. (OTCMKTS:VRME) Files An 8-K Entry into a Material Definitive Agreement

VerifyMe, Inc. (OTCMKTS:VRME) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01

Entry into a Material Definitive Agreement
On May 30, 2017, VerifyMe, Inc. (the Company) entered into
Securities Exchange Agreements (the Agreements) with the holders
of approximately 87% of the outstanding shares of the Companys 0%
Series C Convertible Preferred Stock (the Series C) and the
holders of 100% of the outstanding shares of the Companys 0%
Series D Convertible Preferred Stock (the Series D) and certain
warrants to purchase the Companys common stock held by the Series
C and Series D holders. The effectiveness of the Agreements is
contingent upon the Company raising at least $500,000 in a debt
or equity financing transaction. to the Agreements, the holders
will exchange each share of Series C or Series D, as applicable,
for 2.857 shares of common stock and will exchange each warrant
for two shares of common stock. When effective, the Agreements
will also eliminate a covenant in Securities Purchase Agreements
with the Series C and Series D investors which adversely affects
the Companys ability to issue securities and incur debt.
Item 9.01 Financial Statements and Exhibits
Exhibit No.
Exhibit
10.1
Form of Securities Exchange Agreement

About VerifyMe, Inc. (OTCMKTS:VRME)
VerifyMe, Inc., formerly LaserLock Technologies, Inc., operates in the anti-counterfeiting industry. The Company offers security solutions for identification and authentication of people, products and packaging in a range of applications in the security field for both digital and physical transactions. Its products are used to manage and issue secure credentials, including national identifications, passports, driver licenses and access control credentials, as well as authentication security software to secure physical and logical access to facilities, computer networks, Internet sites and mobile applications. Its digital technologies involve the utilization of multiple authentication mechanisms, some of which it owns and some of which it license. These mechanisms include biometric factors, knowledge factors, possession factors and location factors. The Company’s solutions allow the assessment and quantification of risk using a scoring mechanism. VerifyMe, Inc. (OTCMKTS:VRME) Recent Trading Information
VerifyMe, Inc. (OTCMKTS:VRME) closed its last trading session down -0.0130 at 0.0550 with 500 shares trading hands.

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