UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark one) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-39332 VERIFYME, INC. Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 ...

PART I [Item 1. Business](index=5&type=section&id=Item%201.%20Business) VerifyMe operates through two segments: PeriShip Global Solutions, providing predictive analytics and logistics for time and temperature-sensitive parcels, and VerifyMe Solutions, offering brand protection, traceability, and consumer engagement technologies - The company's operations are divided into two main segments: **PeriShip Global Solutions** (high-touch logistics management) and **VerifyMe Solutions** (product traceability and brand protection), with the PeriShip segment currently generating the majority of the company's revenue[17](index=17&type=chunk) - In April 2022, the company acquired PeriShip, LLC for **$10.5 million**, consisting of cash, a promissory note, and stock, forming the basis of the PeriShip Global Solutions segment[48](index=48&type=chunk) - In March 2023, the company acquired the assets of Trust Codes Limited for approximately **$1.0 million** in cash and stock, enhancing the VerifyMe Solutions segment with expertise in the food and agriculture industry[18](index=18&type=chunk)[47](index=47&type=chunk) - A significant portion of the company's business relies on strategic partnerships, including a major global carrier for PeriShip and HP Indigo and INX International for VerifyMe's ink technologies[36](index=36&type=chunk)[37](index=37&type=chunk) - The company's investment in G3 VRM Acquisition Corp, a SPAC, resulted in a total impairment loss of **$10.9 million** in 2022 after the SPAC failed to complete a business combination and was liquidated[50](index=50&type=chunk)[51](index=51&type=chunk) [Item 1A. Risk Factors](index=12&type=section&id=Item%201A.%20Risk%20Factors) The company identifies significant risks, including its heavy dependence on a single strategic partner for shipping services and a substantial portion of revenue, along with integration challenges from recent acquisitions - The company is highly dependent on its relationship with one major global carrier for all of its customers' shipping needs and for a significant portion of its revenue through a "white label" arrangement, which accounted for approximately **13%** of PeriShip Global Solutions revenue in 2022[78](index=78&type=chunk)[80](index=80&type=chunk) - The company's key strategic partner has announced the development of an in-house logistics service that may ultimately compete with the company's offerings, potentially increasing costs or reducing customer referrals[81](index=81&type=chunk) - The business is subject to risks from economic downturns, as many clients ship luxury or discretionary products, with a major carrier partner already noting weakening demand, signaling a potential global recession[88](index=88&type=chunk)[90](index=90&type=chunk) - The company has significant goodwill and intangible assets from the PeriShip acquisition, which are subject to impairment risk if negative economic trends or increased competition arise[87](index=87&type=chunk) - The company's ability to use its Net Operating Losses (NOLs) is limited due to an "ownership change" under IRC Section 382, resulting in **$23.1 million** in Federal NOLs expiring unutilized in 2022[96](index=96&type=chunk) - Approximately **5%** of revenues are derived from clients in the cannabis industry, exposing the company to risks associated with federal illegality, banking regulations, and potential changes in state laws[128](index=128&type=chunk)[129](index=129&type=chunk)[131](index=131&type=chunk) [Item 1B. Unresolved Staff Comments](index=24&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports that it has no unresolved staff comments [Item 2. Properties](index=24&type=section&id=Item%202.%20Properties) The company does not own significant real property, with its primary leased office space in Connecticut for the PeriShip Solutions segment expiring in 2027 - The company's primary property is a leased **5,000 sq. ft.** office in Connecticut for its PeriShip segment, under a lease agreement that expires in **2027**[150](index=150&type=chunk) [Item 3. Legal Proceedings](index=24&type=section&id=Item%203.%20Legal%20Proceedings) As of the report date, the company is not aware of any pending or threatened legal proceedings that would have a material effect on its business or financial position [Item 4. Mine Safety Disclosures](index=24&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company PART II [Item 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchase of Equity Securities](index=25&type=section&id=Item%205.%20Market%20For%20Registrant's%20Common%20Equity,%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchase%20of%20Equity%20Securities) The company's common stock and warrants are traded on The Nasdaq Capital Market, and a new **$1.5 million** share repurchase program was approved in July 2022 - The company's common stock and warrants trade on The Nasdaq Capital Market under the symbols "**VRME**" and "**VRMEW**," respectively[155](index=155&type=chunk) - A new share repurchase program of up to **$1.5 million** was approved, effective July 1, 2022, to run for 12 months[160](index=160&type=chunk)[195](index=195&type=chunk) Share Repurchase Activity (Q4 2022) | Period | Total Shares Purchased | Average Price Paid | Value Remaining | | :--- | :--- | :--- | :--- | | Oct 2022 | - | - | $1.39M | | Nov 2022 | 28,201 | $1.36 | $1.35M | | Dec 2022 | 56,175 | $1.21 | $1.29M | | **Total Q4** | **84,376** | **$1.26** | **$1.29M** | [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) For the year ended December 31, 2022, revenue surged to **$19.6 million**, a **2,158%** increase from 2021, driven by the PeriShip acquisition, but the company reported a net loss of **$14.4 million** primarily due to a **$10.9 million** impairment loss on its SPAC investment Revenue by Segment (FY 2022 vs FY 2021) | Segment | 2022 Revenue (in thousands) | 2021 Revenue (in thousands) | Change | | :--- | :--- | :--- | :--- | | PeriShip Global Solutions | $18,190 | $- | N/A | | VerifyMe Solutions | $1,386 | $867 | +60% | | **Total Revenue** | **$19,576** | **$867** | **+2,158%** | Profitability Analysis (FY 2022 vs FY 2021) | Metric | 2022 (in thousands) | 2021 (in thousands) | Key Driver of Change | | :--- | :--- | :--- | :--- | | Gross Profit | $6,488 | $599 | PeriShip acquisition | | Gross Margin | 33% | 69% | Mix shift to lower-margin logistics | | G&A Expenses | $8,428 | $4,216 | PeriShip acquisition costs | | Net (Loss)/Income | $(14,398) | $3,612 | $10.9M SPAC impairment loss | | Diluted (LPS)/EPS | $(1.70) | $0.49 | Net loss driven by SPAC impairment | - The significant decrease in net income was primarily due to a **$10.9 million** impairment loss on the SPAC investment in 2022, contrasting with an **$8.4 million** unrealized gain on the same investment in 2021[184](index=184&type=chunk) - In September 2022, the company secured a new debt facility with PNC Bank, including a **$1 million** revolving line of credit and a **$2 million** four-year term note, to improve liquidity[190](index=190&type=chunk) - Cash used in investing activities was **$7.9 million**, primarily for the **$7.5 million** cash portion of the PeriShip acquisition, while net cash from financing was **$4.4 million** from debt and stock offerings[186](index=186&type=chunk)[188](index=188&type=chunk) [Item 7A. Quantitative and Qualitative Disclosures About Market Risk](index=32&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This item is not applicable as the company is a smaller reporting company [Item 8. Financial Statements and Supplementary Data](index=32&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section incorporates by reference the company's audited consolidated financial statements, which begin on page F-1 of the report [Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](index=32&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20With%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants on accounting and financial disclosure [Item 9A. Controls and Procedures](index=32&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures, as well as its internal control over financial reporting, were effective as of December 31, 2022, with a previously identified material weakness remediated - Management concluded that both disclosure controls and internal controls over financial reporting were effective as of December 31, 2022[212](index=212&type=chunk)[214](index=214&type=chunk) - A material weakness from 2021 regarding a lack of segregation of duties was successfully remediated in 2022 through hiring a VP of Finance, Financial Controller, and HR Manager[215](index=215&type=chunk) - The scope of the internal control assessment for 2022 does not include the PeriShip Global business, which was acquired on April 22, 2022, as permitted by SEC guidance for recently acquired businesses[216](index=216&type=chunk) [Item 9B. Other Information](index=33&type=section&id=Item%209B.%20Other%20Information) The company reports no other information PART III [Item 10. Directors, Executive Officers and Corporate Governance](index=34&type=section&id=Item%2010.%20Directors,%20Executive%20Officers%20and%20Corporate%20Governance) The information required for this item is incorporated by reference from the company's definitive proxy statement for its 2023 annual meeting of stockholders [Item 11. Executive Compensation](index=34&type=section&id=Item%2011.%20Executive%20Compensation) The information required for this item is incorporated by reference from the company's definitive proxy statement for its 2023 annual meeting of stockholders [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=34&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) This section provides information on securities authorized for issuance under equity compensation plans as of December 31, 2022, with other required information incorporated by reference from the 2023 proxy statement Equity Compensation Plan Information as of December 31, 2022 | Plan Category | Securities to be Issued Upon Exercise | Weighted-Average Exercise Price | Securities Remaining for Future Issuance | | :--- | :--- | :--- | :--- | | Approved by security holders | 157,000 | $5.68 | 1,292,225 | | Not approved by security holders | 180,471 | $4.19 | - | | **Total** | **337,471** | **$4.63** | **1,292,225** | [Item 13. Certain Relationships and Related Transactions, and Director Independence](index=35&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions,%20and%20Director%20Independence) The information required for this item is incorporated by reference from the company's definitive proxy statement for its 2023 annual meeting of stockholders [Item 14. Principal Accountant Fees and Services](index=35&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) The information required for this item is incorporated by reference from the company's definitive proxy statement for its 2023 annual meeting of stockholders PART IV [Item 15. Exhibits and Financial Statement Schedules](index=35&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists all exhibits filed with the Form 10-K, including corporate governance documents, material contracts, employment agreements, equity incentive plans, and certifications [Item 16. Form 10-K Summary](index=38&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item is not applicable Financial Statements and Supplementary Data [Consolidated Financial Statements](index=42&type=section&id=Consolidated%20Financial%20Statements) The consolidated financial statements for the year ended December 31, 2022, reflect a significant transformation following the PeriShip acquisition, with total assets at **$20.8 million** and a net loss of **$14.4 million** primarily driven by a SPAC investment impairment Consolidated Balance Sheet Highlights (As of Dec 31) | Account (in thousands) | 2022 | 2021 | Change Driver | | :--- | :--- | :--- | :--- | | Cash and cash equivalents | $3,411 | $9,422 | PeriShip acquisition, operations | | Equity Investment | $0 | $10,964 | SPAC liquidation/impairment | | Goodwill | $3,988 | $0 | PeriShip acquisition | | Intangible Assets, net | $6,412 | $509 | PeriShip acquisition | | Total Assets | $20,752 | $21,688 | - | | Total Liabilities | $7,166 | $521 | Acquisition debt & payables | | Stockholders' Equity | $13,586 | $21,167 | Net loss, share issuance | Consolidated Statement of Operations (Year Ended Dec 31) | Account (in thousands) | 2022 | 2021 | | :--- | :--- | :--- | | Net Revenue | $19,576 | $867 | | Gross Profit | $6,488 | $599 | | Loss Before Other Income | $(3,747) | $(4,831) | | Loss on equity investment | $(10,932) | $0 | | Unrealized gain on equity investment | $12 | $8,371 | | **Net (Loss)/Income** | **$(14,398)** | **$3,612** | Consolidated Statement of Cash Flows (Year Ended Dec 31) | Activity (in thousands) | 2022 | 2021 | | :--- | :--- | :--- | | Net cash used in operating activities | $(2,551) | $(3,254) | | Net cash used in investing activities | $(7,884) | $(2,851) | | Net cash provided by financing activities | $4,424 | $7,588 | | **Net (Decrease)/Increase in Cash** | **$(6,011)** | **$1,483** | [Notes to Consolidated Financial Statements](index=47&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes provide detailed explanations of the company's accounting policies and financial results, including business combinations, segment reporting, customer concentration, and subsequent events - The acquisition of PeriShip on April 22, 2022, had a total purchase price of **$10.5 million**, allocated to various assets including **$3.1 million** in developed technology, **$1.8 million** in customer relationships, and **$4.0 million** in goodwill[324](index=324&type=chunk)[327](index=327&type=chunk) - The company has significant customer and vendor concentration, with one customer representing **13%** of total revenues in 2022 and one vendor accounting for **99%** of transportation costs in the PeriShip Global Solutions segment[418](index=418&type=chunk)[419](index=419&type=chunk) Segment Results (FY 2022) | Segment (in thousands) | Revenue | Gross Profit | | :--- | :--- | :--- | | PeriShip Global Solutions | $18,190 | $5,505 | | VerifyMe Solutions | $1,386 | $983 | | **Total** | **$19,576** | **$6,488** | - Subsequent to year-end, on March 1, 2023, the company acquired the assets of Trust Codes Limited for approximately **$1 million** in cash and stock, plus potential earnouts[428](index=428&type=chunk)[429](index=429&type=chunk) - On March 15, 2023, CEO Patrick White resigned and was replaced by Executive Chairman Scott Greenberg as Interim CEO[435](index=435&type=chunk)

[PART I - FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) This section presents the company's financial statements and management's analysis of its financial condition and operational results [Financial Statements](index=4&type=section&id=ITEM%201.%20Financial%20Statements) The financial statements for Q3 2022 reflect the transformative PeriShip acquisition, showing asset shifts, increased liabilities, and a significant net loss due to an equity investment write-off [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) The balance sheet highlights the impact of the PeriShip acquisition, including changes in assets, liabilities, and equity Consolidated Balance Sheet Highlights (in thousands) | Account | Sep 30, 2022 (Unaudited) | Dec 31, 2021 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $3,694 | $9,422 | | Goodwill | $4,092 | $0 | | Intangible Assets, Net | $6,421 | $509 | | Equity Investment | $0 | $10,964 | | **Total Assets** | **$17,422** | **$21,688** | | **Liabilities & Equity** | | | | Total Current Liabilities | $2,322 | $450 | | Total Long-Term Liabilities | $1,887 | $71 | | **Total Liabilities** | **$4,209** | **$521** | | **Total Stockholders' Equity** | **$13,213** | **$21,167** | - The balance sheet reflects the acquisition of PeriShip, with the appearance of **$4.1 million** in Goodwill and a significant increase in Intangible Assets to **$6.4 million**. This was accompanied by a decrease in cash and the complete write-down of the **$11.0 million** equity investment[10](index=10&type=chunk) - Total liabilities increased significantly from **$0.5 million** to **$4.2 million**, primarily due to the incurrence of **$2.0 million** in debt to finance the PeriShip acquisition[10](index=10&type=chunk) [Consolidated Statements of Operations](index=6&type=section&id=Consolidated%20Statements%20of%20Operations) The statement of operations shows substantial revenue growth from the PeriShip acquisition, offset by a significant loss on an equity investment Statement of Operations Summary (in thousands, except per share data) | Metric | Q3 2022 | Q3 2021 | 9 Months 2022 | 9 Months 2021 | | :--- | :--- | :--- | :--- | :--- | | Net Revenue | $5,215 | $300 | $9,873 | $612 | | Gross Profit | $1,855 | $186 | $3,663 | $429 | | Total Operating Expenses | $2,730 | $1,212 | $7,510 | $4,098 | | Loss on equity investment | ($1) | - | ($10,959) | - | | Unrealized gain on equity investments | - | $8,214 | - | $8,214 | | **Net (Loss) Income** | **($557)** | **$7,189** | **($14,506)** | **$4,616** | | **Diluted (Loss) EPS** | **($0.06)** | **$0.95** | **($1.76)** | **$0.63** | - Revenue for the first nine months of 2022 grew over 16-fold year-over-year, driven by the PeriShip acquisition. However, a **$10.96 million** loss on an equity investment (SPAC) led to a significant net loss of **$14.5 million**, compared to a net income of **$4.6 million** in the prior-year period which included an **$8.2 million** unrealized gain on the same investment[15](index=15&type=chunk) [Consolidated Statements of Cash Flows](index=7&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Cash flow analysis reveals significant cash usage for the PeriShip acquisition and details financing activities Cash Flow Summary for Nine Months Ended Sep 30 (in thousands) | Cash Flow Activity | 2022 | 2021 | | :--- | :--- | :--- | | Net cash used in operating activities | ($2,668) | ($2,368) | | Net cash used in investing activities | ($7,747) | ($2,790) | | Net cash provided by financing activities | $4,687 | $7,849 | | **Net (Decrease) Increase in Cash** | **($5,728)** | **$2,691** | | **Cash at End of Period** | **$3,694** | **$10,630** | - Investing activities were dominated by the **$7.5 million** cash payment for the acquisition of PeriShip. In 2021, the primary use of investing cash was a **$2.6 million** purchase of an equity investment[18](index=18&type=chunk) - Financing activities in 2022 provided **$4.7 million**, primarily from a **$4.5 million** public offering and **$2.0 million** in new debt, offset by a **$1.7 million** debt settlement. This is compared to **$7.8 million** provided in 2021, largely from an **$8.4 million** public offering[18](index=18&type=chunk) [Notes to Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Key notes detail the company's new segment structure, the PeriShip acquisition, the SPAC investment loss, and new debt facilities - The company's operations are now split into two reportable segments: PeriShip Global Solutions (logistics management for time/temperature sensitive parcels) and VerifyMe Solutions (brand protection and consumer engagement)[27](index=27&type=chunk)[30](index=30&type=chunk) - On April 22, 2022, the company acquired PeriShip, LLC for a total purchase price of **$10.5 million**, consisting of **$7.5 million** in cash, a **$2.0 million** promissory note, and **$1.0 million** in stock. This acquisition is the primary driver of the company's revenue growth[61](index=61&type=chunk) - The investment in the G3 VRM Acquisition Corp. (SPAC) was dissolved in July 2022 after failing to complete a business combination. The company recognized a total loss of **$10.96 million** on this investment for the nine months ended September 30, 2022[54](index=54&type=chunk)[55](index=55&type=chunk) - In September 2022, the company entered into a new debt facility with PNC Bank, including a **$1 million** revolving line of credit and a **$2 million** four-year term note, to refinance the seller's note from the PeriShip acquisition[122](index=122&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=ITEM%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the PeriShip acquisition's impact on revenue and segments, the SPAC investment loss, and the company's liquidity outlook through 2025 amid economic uncertainties [Overview](index=27&type=section&id=Overview) This overview details the company's new segment structure, potential synergies, and acknowledges current economic challenges - The company now operates under two segments: PeriShip Global Solutions, a software-driven logistics provider for time and temperature-sensitive parcels, and VerifyMe Solutions, which provides brand protection and consumer engagement technologies[156](index=156&type=chunk) - Management highlights the synergistic potential between the two segments, such as adding VerifyMe's authentication and serialization technology to protect pharmaceutical shipments managed by PeriShip Global[168](index=168&type=chunk) - The company acknowledges a potential global recession and has observed softening demand for services related to high-end perishable items and cannabis products due to reduced discretionary spending[171](index=171&type=chunk)[172](index=172&type=chunk) [Results of Operations](index=29&type=section&id=Results%20of%20Operations) This section analyzes the drivers of revenue and gross profit changes, along with the primary causes of the consolidated net loss Revenue by Segment (in thousands) | Segment | Q3 2022 | Q3 2021 | 9 Months 2022 | 9 Months 2021 | | :--- | :--- | :--- | :--- | :--- | | PeriShip Global Solutions | $5,036 | $- | $9,267 | $- | | VerifyMe Solutions | $179 | $300 | $606 | $612 | | **Total Revenue** | **$5,215** | **$300** | **$9,873** | **$612** | Gross Profit by Segment (in thousands) | Segment | Q3 2022 | Q3 2021 | 9 Months 2022 | 9 Months 2021 | | :--- | :--- | :--- | :--- | :--- | | PeriShip Global Solutions | $1,722 | $- | $3,231 | $- | | VerifyMe Solutions | $133 | $186 | $432 | $429 | | **Total Gross Profit** | **$1,855** | **$186** | **$3,663** | **$429** | - The acquisition of PeriShip is the primary driver for the substantial increase in revenue and gross profit. However, the lower-margin profile of the PeriShip business caused the consolidated gross margin to decrease from **70%** to **37%** for the nine-month period[181](index=181&type=chunk)[189](index=189&type=chunk) - General and administrative expenses for the nine months increased by nearly **$3.0 million** to **$6.2 million**, primarily due to salaries and related expenses for approximately **35** employees from the acquired PeriShip business[190](index=190&type=chunk) - The consolidated net loss of **$14.5 million** for the nine months of 2022 was primarily driven by the **$11.0 million** impairment of the SPAC investment[193](index=193&type=chunk) [Liquidity and Capital Resources](index=31&type=section&id=Liquidity%20and%20Capital%20Resources) This section details cash flow activities, recent financing efforts, and management's outlook on funding future operations - Cash used in investing activities for the nine months was **$7.7 million**, almost entirely for the **$7.5 million** cash portion of the PeriShip acquisition[195](index=195&type=chunk) - In April 2022, the company raised net proceeds of **$4.6 million** through a securities purchase agreement, issuing common stock, pre-funded warrants, and warrants[197](index=197&type=chunk) - In September 2022, the company secured a new debt facility with PNC Bank, including a **$1 million** revolving line of credit and a **$2 million** term note, to refinance acquisition-related debt[198](index=198&type=chunk) - Management believes that current cash and cash equivalents, along with proceeds from recent financing, will be sufficient to fund operations through 2025[201](index=201&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=34&type=section&id=ITEM%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company has indicated that this section is not applicable - Not Applicable[218](index=218&type=chunk) [Controls and Procedures](index=34&type=section&id=ITEM%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls were ineffective as of September 30, 2022, due to a material weakness in segregation of duties, with remediation efforts underway - The CEO and CFO concluded that disclosure controls and procedures were ineffective as of September 30, 2022[219](index=219&type=chunk) - A material weakness exists due to a lack of segregation of duties from limited accounting staff. Remediation efforts are underway and expected to be complete by the end of fiscal year 2022[220](index=220&type=chunk) - The assessment of internal control over financial reporting as of September 30, 2022, excludes the recently acquired PeriShip Global, in accordance with SEC guidance[223](index=223&type=chunk) [PART II - OTHER INFORMATION](index=35&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) This section covers legal proceedings, updated risk factors, and details regarding unregistered sales of equity securities and share repurchases [Legal Proceedings](index=35&type=section&id=ITEM%201.%20Legal%20Proceedings) The company reported no legal proceedings during the period - None[226](index=226&type=chunk) [Risk Factors](index=35&type=section&id=ITEM%201A.%20Risk%20Factors) Key risk factors include potential impacts from reduced consumer spending due to recession and the financial implications of new debt facilities and their covenants - A potential global recession and reduction in discretionary consumer spending could negatively impact demand for the company's services, especially for high-end perishable goods and cannabis products[227](index=227&type=chunk)[228](index=228&type=chunk) - The company's new debt facilities (Term Note and PNC Facility) contain restrictive covenants. A breach of these covenants could lead to default, acceleration of debt repayment, and potential foreclosure on substantially all company assets[229](index=229&type=chunk)[233](index=233&type=chunk) - Debt service obligations could strain cash flows and reduce funds available for business growth[232](index=232&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=36&type=section&id=ITEM%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company details its new **$1.5 million** share repurchase program, including shares repurchased and remaining authorization in Q3 2022 Issuer Purchases of Equity Securities (Q3 2022) | Period | Total Shares Purchased | Average Price Paid per Share | Approx. Dollar Value Remaining (in thousands) | | :--- | :--- | :--- | :--- | | Jul 2022 | - | - | $1,500 | | Aug 2022 | 60,000 | $1.50 | $1,410 | | Sep 2022 | 14,530 | $1.33 | $1,390 | | **Total** | **74,530** | **$1.46** | **$1,390** | - Effective July 1, 2022, the Board of Directors approved a new share repurchase program for up to **$1.5 million** of common stock, expiring July 1, 2023[235](index=235&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-39332 VERIFYME, INC. (Exact Name of Registrant as Specified in Its Charter) Nevada 23-3023677 (State or Other Jurisdiction of Incorporation or ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Securities registered pursuant to Section 12(b) of the Act: | Title of each class | Trading Symbol(s) | Name of each exchange on which | | --- | --- | --- | | | | Registered | | Common Stock, par value $0 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission File Number 001-39332 Nevada 23-3023677 (State or Other Jurisdiction of Incorporation or Organization) VERIFYME, INC. (Exact Name of Registrant as Specified in Its Charter) FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ...

VERIFYME, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-39332 (Exact Name of Registrant as Specified in Its Charter) Nevada 23-3023677 (State or Other Jurisdiction of Incorporation ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ Commission file number 001-39332 VERIFYME, INC. (Exact Name of Registrant as Specified in Its Charter) Nevada 23-3023677 (State or Other Jurisdiction of ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-39332 VERIFYME, INC. (Exact Name of Registrant as Specified in Its Charter) Nevada 23-3023677 (State or Other Jurisdiction of Incorporation or ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission File Number 001-39332 VERIFYME, INC. (Exact Name of Registrant as Specified in Its Charter) Nevada 23-3023677 Indicate by check mark whether the regis ...