VerifyMe, Inc. (OTCMKTS:VRME) Files An 8-K Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities

In 2017 VerifyMe, Inc. (the “Company”) authorized a private placement (the “Offering”) with a maximum offering amount of $2,100,000. As discussed in the Company’s filing on January 5, 2018, on Form 8-K, prior to December 2017 the Company raised $1,370,000 in connection with the Offering and in January 2018 the Company’s Board of Directors increased the size of the Offering by an additional $543,000 beyond the $2,100,000 limit.

The Offering has raised a total of $2,635,343 (including the $1,370,000 raised prior to December 2017) from the sale of units with each unit consisting of 715,000 shares of common stock and 715,000 five-year warrants exercisable at $0.15 per share. A total of $216,343 was received from officers and directors in connection with the December 2017 and January 2018 portions of the Offering.

All units sold in the Offering were exempt from registration under Section 4(a)(2) of the Securities Exchange Act of 1933 and Rule 506(b) thereunder as transactions not involving a public offering. Each investor acquired the units for investment and without a view to distribution and the Company reasonably believed the investors were accredited investors.

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.