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 June 29, 2017, VerifyMe, Inc. (the “Company”) entered into a Consulting Agreement with Mr. Norman A. Gardner, Chairman (the “Agreement”). Mr. Gardner will receive a monthly consulting fee of $12,500 over the three-year term effective as of June 30, 2017. The Company also agreed to reimburse Mr. Gardner for up to $1,000 a month for health insurance and other medical expenses. In addition, Mr. Gardner received a grant of 10,000,000 stock options exercisable at $0.07 per share. The options are fully vested and exercisable over a five-year term subject to execution of the Company’s standard Stock Option Agreement. Provided, however, that in no event shall the number of options exceed 10% of the outstanding shares of the Company’s common stock on a fully diluted basis following its current private placement. To the extent that 10% is less than 10 million options, the difference shall not be exercisable and such options shall be cancelled. The Agreement further provides for 12 months of severance and health insurance reimbursement if it is terminated without cause and 18 months of severance and health insurance reimbursement upon a change of control if Mr. Gardner terminates the Agreement within one year of the change of control. Mr. Gardner has agreed to act as Chief Executive Officer of the Company at such times that the Company does not have a Chief Executive Officer. Mr. Gardner has been acting as Chief Executive Officer since January 31, 2017.

Item 3.02

Unregistered Sales of Equity Securities

The information disclosed in Item 1.01 concerning the options is incorporated by reference. As of June 30, 2017, the Company had raised $557,250 from its current private placement. Each unit consisted of 715,000 shares of common stock and 715,000 five-year Warrants exercisable at $0.15 per share. In addition, the Company issued the holders of Series C Convertible Preferred Stock (“Series C”) and Series D Convertible Preferred Stock (“Series D”) and the holders of warrants issued in the Series C and Series D offerings a total of 12,378,286 shares of common stock based upon a formula whereby each share of Series C or Series D was exchanged for approximately 2.857 shares of common stock, and each warrant was cancelled in exchange for two shares of common stock. The Company filed a Form 8-K on May 30, 2017 disclosing agreements with Series C and Series D holders, which agreements were subject to raising at least $500,000 by June 30, 2017. Finally, the holders of $360,000 in outstanding indebtedness automatically converted into 5,637,159 shares of common stock upon the initial closing of the private placement. In addition, such holders received a total of 5,637,159 five-year warrants exercisable at $0.15 per share. The outstanding indebtedness and accrued interest was converted on the same basis as the securities sold in the private placement, with the exception of one $30,000 Note that converted as if it was $60,000. All securities were exempt from registration under Section 4(a)(2) of the Securities Exchange Act of 1933 as a transaction not involving a public offering.

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.