LAKE MARY, Fla.--(BUSINESS WIRE)--VerifyMe, Inc. (Nasdaq: VRME) ("VerifyMe†, "The Company†) today announced that it has received formal notice from the Listings Qualifications staff of The Nasdaq Stock Market LLC ("Nasdaq†) that the Company has regained compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of $1.00 per share. Nasdaq confirmed that for the last 10 consecutive business days, from January 13, 2026 through January 29, 2026, the closing bid price of the Company ...

Market Performance - U.S. stocks experienced gains, with the Dow Jones index increasing by 1.66% to 49,183.51, the NASDAQ rising by 0.80% to 23,420.85, and the S&P 500 up by 0.81% to 6,913.76 [1] - European shares also saw positive movement, with the eurozone's STOXX 600 gaining 0.94%, Spain's IBEX 35 Index rising by 0.70%, London's FTSE 100 up by 0.54%, Germany's DAX increasing by 1.34%, and France's CAC 40 climbing by 0.20% [5] - Asian markets closed mostly higher, highlighted by Japan's Nikkei 225 gaining 2.97% and China's Shanghai Composite surging 1.38%, while India's BSE Sensex fell by 0.38% [6] Commodity Prices - In commodity trading, oil prices increased by 1.7% to $58.30, gold rose by 2.9% to $4,454.40, silver surged by 7.3% to $76.230, and copper climbed by 5.1% to $5.9815 [4] Company Developments - Momentus Inc (NASDAQ:MNTS) shares surged by 57% to $8.98 following the announcement of an additive-manufactured fuel tank for flight testing [8] - GH Research PLC (NASDAQ:GHRS) shares increased by 17% to $15.43 after the FDA lifted the clinical hold on its Investigational New Drug Application for GH001 [8] - VerifyMe Inc (NASDAQ:VRME) shares rose by 66% to $1.12 due to a strategic merger letter of intent with Open World [8] - Zenas Biopharma Inc (NASDAQ:ZBIO) shares dropped by 57% to $14.94 after announcing results from the Phase 3 INDIGO trial [8] - Palisade Bio Inc (NASDAQ:PALI) shares fell by 16% to $2.10, and Palvella Therapeutics Inc (NASDAQ:PVLA) decreased by 14% to $86.16 [8] Economic Indicators - The ISM manufacturing PMI declined for the third consecutive month to 47.9 in December, marking the lowest reading since October 2024, down from 48.2 in November and below market estimates of 48.3 [2][7]

Market Overview - U.S. stocks traded higher, with the Dow Jones index gaining over 250 points, up 0.54% to 48,641.58, NASDAQ up 0.65% to 23,386.57, and S&P 500 up 0.63% to 6,901.52 [1] - Energy shares increased by 2.9% on Monday [1] Sector Performance - Consumer staples stocks dipped by 0.4% [2] Commodity Prices - Oil traded up 1.4% to $58.12, gold up 2.4% to $4,433.50, silver up 7.5% to $76.320, and copper rose 4.1% to $5.9260 [5] European Market Performance - Eurozone's STOXX 600 gained 0.5%, Spain's IBEX 35 Index rose 0.3%, London's FTSE 100 up 0.4%, Germany's DAX gained 0.2%, and France's CAC 40 climbed 0.1% [6] Asian Market Performance - Asian markets closed mostly higher, with Japan's Nikkei 225 gaining 2.97%, Hong Kong's Hang Seng Index up 0.03%, China's Shanghai Composite surging 1.38%, while India's BSE Sensex fell 0.38% [7] Company News - The FDA lifted the clinical hold on GH Research Plc's Investigational New Drug Application for GH001 [3] - Momentus Inc shares surged 94% to $11.14 after announcing the development of an additive-manufactured fuel tank [9] - TMD Energy Ltd shares increased by 76% to $0.78 [9] - VerifyMe Inc shares rose 40% to $0.94 following a strategic merger announcement [9] - Zenas Biopharma Inc shares dropped 55% to $15.54 after Phase 3 trial results [9] - Signing Day Sports Inc shares fell 37% to $0.60, and Lavoro Ltd shares decreased by 26% to $0.82 [9]

Core Viewpoint - VerifyMe and Token Economy Leader Open World have announced a strategic merger aimed at enhancing their market position and expanding their service offerings in the blockchain and digital identity sectors [1] Company Summary - VerifyMe specializes in digital identity verification and authentication solutions, focusing on enhancing security and trust in transactions [1] - Open World is recognized as a leader in the token economy, providing innovative solutions that leverage blockchain technology for various applications [1] Industry Summary - The merger is expected to create a stronger entity capable of addressing the growing demand for secure digital identity solutions and tokenization in various industries [1] - The combined expertise of both companies is anticipated to drive innovation and improve service delivery in the rapidly evolving blockchain landscape [1]

Core Insights - VerifyMe, Inc. (NASDAQ:VRME) specializes in authentication and anti-counterfeiting solutions, facing challenges in capital efficiency as indicated by its negative Return on Invested Capital (ROIC) of -14.96% compared to a Weighted Average Cost of Capital (WACC) of 5.86% [1][2][6] Financial Performance - VRME's negative ROIC suggests inefficiencies in capital utilization, indicating that the company is not generating sufficient returns to cover its cost of capital [2][6] - In comparison, Oblong, Inc. (OBLG) has a significantly worse ROIC of -114.45% against a WACC of 18.35%, resulting in a ROIC to WACC ratio of -6.24, highlighting severe capital efficiency issues [3] - Usio, Inc. (USIO) also shows a negative ROIC of -86.25% with a WACC of 9.66%, leading to a ratio of -8.93, further indicating poor capital utilization [3] Peer Comparison - Wilhelmina International, Inc. (WHLM) stands out with a positive ROIC of 1.12% and a WACC of 6.94%, resulting in a ROIC to WACC ratio of 0.16, making it more attractive to investors focused on capital efficiency [4][6] - SilverSun Technologies, Inc. (SSNT) and MediaCo Holding Inc. (MDIA) also report negative ROICs of -1.29% and -6.53%, respectively, with WACCs of 14.77% and 6.61%, indicating similar inefficiencies in capital utilization as VRME [5][6]

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Group 1 - The article does not provide any specific content related to a company or industry [1]

Financial Data and Key Metrics Changes - The company's third quarter revenue was $5.0 million, a decrease of $0.4 million from $5.4 million in the prior year, primarily due to $0.8 million of discontinued services with two proactive customers [7] - Gross profit increased by $0.2 million to $2.1 million in Q3 2025 compared to $1.9 million in Q3 2024, with gross margin rising to 41% from 35% [7][9] - The net loss for the quarter was $3.4 million, or $0.26 per diluted share, compared to a net loss of $2.9 million, or $0.23 per diluted share in Q3 2024 [9] Business Line Data and Key Metrics Changes - PeriShip revenue decreased approximately 14% in Q2 2025 compared to the previous year, but the revenue decline in Q3 2025 was only about 7% due to sales and marketing efforts [4] - Operating expenses decreased to $1.7 million in Q3 2025 from $2.5 million in Q3 2024, primarily due to the divestiture of the Trust Codes business and cost-cutting measures [9] Market Data and Key Metrics Changes - The transition to a new proactive shipping partner is expected to impact Q4 2025 and Q1 2026 revenues, with no guidance provided for 2026 at this time [5][8] - The company anticipates remaining cash flow positive for the full year of 2025 despite the transitional revenue impact [11] Company Strategy and Development Direction - The company is focused on transitioning to a new proactive shipping partner, which is believed to provide a better long-term platform for sustained organic growth [5][12] - The management emphasizes the importance of maintaining customer loyalty during the transition and is actively working to address customer concerns regarding the change [20][32] Management's Comments on Operating Environment and Future Outlook - Management acknowledges the challenges posed by the transition from the previous shipping partner but remains optimistic about future growth and operational efficiencies [12][33] - The company plans to provide specific guidance for 2026 in the next earnings call, indicating a commitment to transparency and strategic planning [5][33] Other Important Information - A one-time non-cash impairment expense of $3.9 million was recognized in Q3 2025, related to goodwill and intangible assets in the PeriShip business [8][9] - The company has a strong balance sheet with no bank debt and continues to explore potential M&A opportunities [12][26] Q&A Session Summary Question: Revenue contribution from the proactive business that ended in September - Management indicated that they do not have a precise figure for the revenue contribution from the proactive business that is no longer part of the mix, as it is a dynamic situation [18][22] Question: Transition of customers to the new shipping partner - Management stated that not all customers will transition to the new partner, and some may delay their transition until after the peak shipping season [20][24] Question: Potential M&A discussions - Management confirmed ongoing conversations regarding potential acquisitions but noted that timing is difficult to predict [26] Question: Operating expense improvement details - Approximately $500,000 of the operating expense reduction was associated with the Trust Codes business, with the remainder attributed to improved management of operating expenses [28]

Financial Data and Key Metrics Changes - The company's Q3 2025 revenue was $5.0 million, down from $5.4 million in Q3 2024, a decrease of $0.4 million primarily due to $0.8 million from discontinued services with two proactive customers [8] - Gross profit increased by $0.2 million to $2.1 million in Q3 2025 compared to $1.9 million in Q3 2024, with gross margin rising to 41% from 35% [8][10] - The net loss for Q3 2025 was $3.4 million, or $0.26 per diluted share, compared to a net loss of $2.9 million, or $0.23 per diluted share in Q3 2024 [10] Business Line Data and Key Metrics Changes - PeriShip revenue decreased approximately 14% in Q2 2025 compared to the previous year, but the gross margin improved to 35% from 33% in Q1 2025 [4] - In Q3 2025, revenue was down only approximately 7% from the prior year due to sales and marketing efforts, although these efforts only partially offset the impact of contract changes [4][5] Market Data and Key Metrics Changes - The transition to a new proactive shipping partner is expected to materially impact Q4 2025 and Q1 2026 revenues, with no guidance provided for 2026 at this time [5][9] - The company anticipates remaining cash flow positive for the full year of 2025 despite expected revenue decreases [12] Company Strategy and Development Direction - The company is focused on transitioning to a new proactive shipping partner, which is believed to provide a better long-term platform for sustained organic growth [5][13] - The management emphasizes the importance of maintaining customer loyalty during the transition period and is actively working to address customer concerns regarding the change [21][22] Management Comments on Operating Environment and Future Outlook - Management acknowledges the challenges posed by the transition from the previous shipping partner and the impact on revenue, but remains optimistic about future growth opportunities [5][13] - The company plans to provide specific guidance for 2026 during the next earnings call, indicating a commitment to transparency and strategic planning [5][34] Other Important Information - A one-time non-cash impairment expense of $3.9 million was recognized in Q3 2025, related to goodwill and intangible assets in the PeriShip business [9][10] - The company has a strong balance sheet with no bank debt and continues to explore potential M&A opportunities [12][27] Q&A Session Summary Question: Revenue contribution from the proactive business that ended in September - Management indicated that they do not have a precise figure for the revenue contribution from the proactive business that is no longer part of the mix, as it is a dynamic situation [19][24] Question: Transition of customers to the new shipping partner - Management stated that not all customers will transition to the new partner, and some may delay their transition until after the peak shipping season [20][21] Question: Cash on the balance sheet and potential M&A - Management confirmed ongoing discussions regarding potential acquisitions but emphasized the difficulty in predicting timing and outcomes [27] Question: Operating expense improvement related to TrustCodes - Approximately $500,000 of operating expenses in Q3 2024 were associated with TrustCodes, contributing to the overall improvement in operating expenses [29]

Financial Data and Key Metrics Changes - The company's Q3 2025 revenue was $5.0 million, down from $5.4 million in Q3 2024, a decrease of $0.4 million primarily due to $0.8 million from discontinued services with two proactive customers [7][10] - Gross profit increased to $2.1 million in Q3 2025 from $1.9 million in Q3 2024, with gross margin improving to 41% from 35% [8][10] - The net loss for Q3 2025 was $3.4 million, or $0.26 per diluted share, compared to a net loss of $2.9 million, or $0.23 per diluted share in Q3 2024 [10][11] - Adjusted EBITDA improved to $0.8 million in Q3 2025 from $0.2 million in Q3 2024 [11] Business Line Data and Key Metrics Changes - PeriShip revenue decreased approximately 14% in Q2 2025 compared to the previous year, but Q3 2025 saw a smaller decline of about 7% due to sales and marketing efforts [4][5] - Operating expenses decreased to $1.7 million in Q3 2025 from $2.5 million in Q3 2024, attributed to the divestiture of the TrustCodes business and cost-cutting measures [10][11] Market Data and Key Metrics Changes - The transition to a new proactive shipping partner is expected to impact Q4 2025 and Q1 2026 revenues, with no specific guidance provided for 2026 at this time [5][9] - The company anticipates remaining cash flow positive for the full year of 2025 despite the transitional revenue impact [12][13] Company Strategy and Development Direction - The company is focused on transitioning to a new proactive shipping partner, which is believed to provide a better platform for sustained organic growth in the long term [5][13] - The management emphasizes the importance of maintaining customer loyalty during the transition and is actively working to facilitate customer shifts to the new partner [19][30] Management Comments on Operating Environment and Future Outlook - Management acknowledged the challenges posed by the transition from the previous shipping partner and the impact on revenue, but expressed optimism about future growth and operational efficiencies [3][13] - The company plans to provide specific guidance for 2026 in the next earnings call, indicating a commitment to transparency and strategic planning [5][30] Other Important Information - The company recognized a one-time non-cash impairment expense of $3.9 million in Q3 2025 related to goodwill and intangible assets in the PeriShip business [9][10] - The cash balance as of September 30, 2025, was $4.0 million, with $1 million available under a line of credit and no outstanding borrowings [11][12] Q&A Session Summary Question: What was the revenue contribution of the proactive business that ended in September? - Management indicated that they do not have a precise figure for the revenue contribution from the proactive business, as it is a dynamic situation with ongoing customer transitions [17][21] Question: Can you provide last year's Q4 revenue contribution from the FedEx business? - Management stated that all proactive customers used FedEx last year, but they cannot provide a specific percentage of Q4 revenue from that business due to customer turnover and ongoing transitions [20][22] Question: What is the status of potential M&A discussions? - Management confirmed ongoing conversations regarding potential acquisitions but noted that timing is difficult to predict [25] Question: How much of the operating expense improvement was due to TrustCodes? - Approximately $500,000 of operating expenses in Q3 2024 were associated with TrustCodes, indicating significant cost reductions in the current period [27]