FORM 4 ☐ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). ☐ Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Stedham Adam H	2. Issuer Name and Ticker or Trading Symbol VerifyMe, Inc. [ VRME ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) CEO and President
(Last)          (First)          (Middle) C/O VERIFYME, INC., 801 INTERNATIONAL PARKWAY, FIFTH FLOOR	3. Date of Earliest Transaction (MM/DD/YYYY) 12/30/2024
(Street) LAKE MARY, FL 32746	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person
(City)        (State)        (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.001 per share	12/30/2024		P		22,000	A	$0.71	267,004 (1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	$0 (2)							(3)	(3)	Common Stock, par value $0.001 per share	9,375		9,375	D
Restricted Stock Units	$0 (2)							(4)	(4)	Common Stock, par value $0.001 per share	136,055		136,055	D
Restricted Stock Units	$0 (2)							(5)	(5)	Common Stock, par value $0.001 per share	550,000		550,000	D
8% Convertible Promissory Note due 2026	$1.15							8/25/2023	8/25/2026	Common Stock, par value $0.001 per share	152,174		$175,000	D

Explanation of Responses:
(1)	Includes 28,592 vested restricted stock units ("RSUs") that become payable, on a one-for-one basis, in shares of common stock of VerifyMe, Inc. upon separation of the Reporting Person's service as a director.
(2)	These RSUs convert into common stock on a one-for-one basis.
(3)	These RSUs were granted pursuant to the issuer's salary reduction program and vest on 1/1/2025, except as otherwise provided in the award notice.
(4)	One-third of the original grant of these RSUs vested on 6/19/2024 and, except as otherwise provided in the award notice, the balance vests in substantially equal installments on each of 6/19/2025 and 6/19/2026.
(5)	These RSUs vest in three tranches, except as otherwise provided in the award notice. Tranche 1 will vest 150,000 shares of common stock on or after 6/19/2024 if the price of the issuer's common stock is $2.21 per share and trades at or above that price for 20 consecutive days. Tranche 2 will vest 200,000 shares of common stock on or after 6/19/2025 if the issuer's common stock trades at or above $2.94 per share for 20 consecutive trading days. Tranche 3 will vest 200,000 shares of common stock on 6/19/2027 if the issuer's common stock trades at or above $3.68 per share for 20 consecutive trading days.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Stedham Adam H C/O VERIFYME, INC. 801 INTERNATIONAL PARKWAY, FIFTH FLOOR LAKE MARY, FL 32746	X		CEO and President

Signatures
/s/ Nancy Meyers, Attorney-in-Fact for Adam Stedham		12/30/2024
**Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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