VerifyMe Inc 2026年季度报告

FORM 10-Q (Mark one)QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission file number 001-39332 VERIFYME, INC. (Exact Name of Registrant as Specified in Its Charter) 801 International Parkway, Fifth FloorLake Mary, FL(AddressofPrincipalExecutiveOffices) (585) 736-9400(Registrant’s Telephone Number, Including Area Code) (Former Name, Former Address and Former Fiscal year, if Changed Since Last Report) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant: (1)has filed all reports required to be filed by Section13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2)has been subject to such filing requirements for the past 90 days.YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of RegulationS-T§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes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 acceleratedfilerNon-acceleratedfilerEmerging growthcompany If an emerging growth company, indicate by check mark ifthe registranthas 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).YesNo Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 13,119,065shares of common stock outstanding at May 12, 2026. PART I - FINANCIAL INFORMATION ITEM1.Financial Statements4Consolidated Balance Sheets (Unaudited)4Consolidated Statements of Operations (Unaudited)6Consolidated Statements of Comprehensive Loss (Unaudited)7Consolidated Statements of Cash Flows (Unaudited)8Consolidated Statements of Stockholders' Equity (Unaudited)10Notes to Consolidated Financial Statements (Unaudited)11ITEM2.Management's Discussion and Analysis of Financial Condition and Results of Operations24ITEM3.Quantitative and Qualitative Disclosures about Market Risk32ITEM4.Controls and Procedures32PART II - OTHER INFORMATIONITEM1.Legal Proceedings33ITEM1A.Risk Factors33ITEM2.Unregistered Sales of Equity Securities and Use of Proceeds34ITEM3.Defaults Upon Senior Securities34ITEM4.Mine Safety Disclosures34ITEM5.Other Information34ITEM6.Exhibits35SIGNATURES36 PART I - FINANCIAL STATEMENTS VerifyMe, Inc.Consolidated Balance Sheets(In thousands, except share data) Common stock,$0.001 par value; 675,000,000 shares authorized; 13,581,242 and13,553,049 shares issued, 13,119,065 and 13,071,601shares outstanding as ofMarch 31, 2026 and December 31, 2025, respectively1414Additional paid in capital102,096102,059Treasury stock at cost; 462,117 and 481,448 shares at March 31, 2026 and December31, 2025, respectively(476)(502)Accumulated deficit(91,257)(90,578)STOCKHOLDERS' EQUITY10,37710,993TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY$12,116$13,018The accompanying notes are an integral part of these unaudited consolidated financial statements. VerifyMe, Inc.Consolidated Statements of Operations(Unaudited)(In thousands, except share data) (a)Includes share-based compensation of $63 thousand and $333 thousand for the three months ended March 31, 2026 and March31, 2025, respectively. The accompanying notes are an integral part of these unaudited consolidated financial statements. VerifyMe, Inc.Consolidated Statements of Comprehensive Loss(Unaudited)(In thousands) The accompanying notes are an integral part of these unaudited consolidated financial statements. VerifyMe, Inc.Consolidated Statements of Cash Flows(Unaudited)(In thousands) Table of Contents SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATIONCash paid during the period for: VerifyMe, Inc.Notes to the Consolidated Financial Statements (unaudited) NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of the Business VerifyMe, Inc. (“VerifyMe,” “we,” “us,” “our,” or the “Company”) was incorporated in the State of Nevada on November 10, 1999.VerifyMe, is based in Lake Mary, Florida and its common stock, par value $0.001 per share is traded on The Nasdaq Capital Market(“Nasdaq”) under the trading symbol “V