UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): February 27, 2019
VerifyMe, Inc.
(Exact Name of Registrant as Specified in Charter)
| Nevada | 000-31927 | 23-3023677 |
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
|
Clinton Square, 75 S. Clinton Ave, Suite 510 Rochester, NY |
14604 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
Registrant’s Telephone Number, Including Area Code (585)-736-9400
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
| ☐ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers
On February 27, 2019, Messrs. Laurence Blickman and Carl Berg notified VerifyMe, Inc. (the “Company”) of each of their resignations as members of the Company’s Board of Directors (the “Board”), effective March 1, 2019. The Company believes Mr. Blickman resigned due to philosophical differences over control of management and his involvement with management functions. Messrs. Carl Berg and Harvey Eisen resigned with no disagreements. Prior to his resignation, Mr. Blickman was a member of the Company’s audit committee and governance and nominating committee. Prior to his resignation, Mr. Berg was a member of the Company’s compensation committee and finance and uplisting committee.
On February 28, 2019, Mr. Harvey Eisen notified the Company of his resignation from the Board, effective immediately. Prior to his resignation Mr. Eisen was a member of the Board’s audit committee and finance and uplisting committee.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| VerifyMe, Inc. | |||
| Date: March 1, 2019 | By: | /s/ Patrick White | |
| Name: | Patrick White | ||
| Title: | Chief Executive Officer | ||