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

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

Item 1.01

Entry into a Material Definitive Agreement
On April 26, 2017, VerifyMe, Inc. (the Company) issued a secured
promissory note (the Note) in the principal amount of $30,000 in
exchange for a loan bearing 10% annual interest maturing October
31, 2017. The Note is secured by a first lien on all assets of
the Company in accordance with a security agreement entered into
in connection with the Note. In the event the Company completes a
financing of at least $750,000 prior to maturity of the Note, the
principal of the Note will automatically convert into a number of
shares of common stock of the Company equivalent to an investment
of $60,000 under the terms of such financing. In the event of
such a conversion or a voluntary prepayment by the Company, the
Company will also pay six months of interest payments on the
$30,000 principal of the Note.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The disclosure under Item 1.01 is incorporated by reference.
Item 3.02
Unregistered Sales of Equity Securities.
The disclosure under Item 1.01 is incorporated by reference.
The Note was issued and sold to an accredited investor in
reliance upon the exemption from registration contained in
Section 4(a)(2) of the Securities Act of 1933 (the Act) and Rule
506 promulgated thereunder. The Note and any shares issued upon
conversion may not be offered or sold in the United States in the
absence of an effective registration statement or exemption from
the registration requirements under the Act.
Item 9.01
Financial Statements and Exhibits
Exhibit No.
Exhibit
10.1
Form of Secured Promissory Note
10.2
Form of Security 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 00.0000 at 0.0640 with 239,475 shares trading hands.