VerifyMe Inc 2024年度报告

FORM10-K (Mark One)xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2024 OR ¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period fromto Commission File Number001-39332 VERIFYME, INC. (Exact Name of Registrant as Specified in Its Charter) (State or Other Jurisdiction ofIncorporation or Organization)(I.R.S. EmployerIdentification No.) 801 International Parkway,Fifth FloorLake Mary,FL32746(AddressofPrincipalExecutiveOffices)(Zip Code) (585)736-9400(Registrant’s Telephone Number, Including Area Code) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct.Yes¨No x Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section 15(d) of theAct.Yes¨No x Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to filesuch reports), and (2)has been subject to such filing requirements for the past 90days.Yesx No¨ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of RegulationS-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that theregistrant was required to submit such files).Yesx No¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or, an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smallerreporting company,” and “emerging growth company,” in Rule 12b-2 of the Exchange Act. Large accelerated filer¨Non-accelerated filerx Accelerated filer¨Smaller reporting companyxEmerging growth company¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by theregistered public accounting firm that prepared or issued its audit report.¨ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.¨ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).¨ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).¨Yes xNo The aggregate market value of the voting stock held by non-affiliates of the registrant was $12,017,073asofJune 30, 2024. Themarket value calculation was determined using the closing sale price of the registrant’s common stock on June 28, 2024, as reported onthe Nasdaq Capital Market. The registrant had12,354,772shares of common stock outstanding as of the close of business on February 27, 2025. PagePARTIItem1.Business2Item1A.Risk Factors6Item1B.Unresolved Staff Comments18Item1C.Cybersecurity18Item2.Properties18Item3.Legal Proceedings19Item4.Mine Safety Disclosures19PARTIIItem5.Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchase of Equity Securities20Item6.[Reserved]20Item7.Management’s Discussion and Analysis of Financial Condition and Results of Operations20Item7A.Quantitative and Qualitative Disclosures About Market Risk27Item8.Financial Statements and Supplementary Data27Item9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure27Item9A.Controls and Procedures28Item9B.Other Information28Item9C.Disclosure Regarding Foreign Jurisdictions that prevent Inspection28PARTIIIItem10.Directors, Executive Officers and Corporate Governance29Item11.Executive Compensation34Item12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters40Item13.Certain Relationships and Related Transactions, and Director Independence42Item14.Principal Accountant Fees and Services43PARTIVItem15.Exhibits and Financial Statement Schedules45Item16.Form 10-K Summary48 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K (“Report”) includes forward-l