LAKE MARY,
Fla., Dec. 8, 2023 /PRNewswire/ -- VerifyMe,
Inc. (NASDAQ: VRME) together with its subsidiaries, Trust Codes
Global Limited ("Trust Codes Global") and PeriShip Global LLC
("PeriShip Global"), (together "VerifyMe," "we," "our," or the
"Company") provides brand owners time and temperature sensitive
logistics, supply chain traceability, authentication,
anti-counterfeiting, and data-rich brand enhancement services,
announced today that the Company's board of directors (the "Board")
approved a share repurchase plan and changes to our Board
compensation program.
The Board has approved a plan to repurchase
shares of the Company's common stock for up to $500,000. The Company may repurchase shares of
common stock from time to time as market conditions warrant,
subject to legal considerations. The Company may also repurchase
shares under a Rule 10b5-1 compliant trading plan. The share
buyback authorization does not oblige the Company to acquire any
specific number of shares in any period or at all, and may be
modified, suspended or discontinued at the discretion of the Board
at any time. Purchases may be made on the open market, through
block trades and in privately negotiated transactions. The
repurchases will be funded from cash generated from operations. The
repurchases will be made at management's discretion while
maintaining sufficient liquidity to invest in strategic growth
initiatives. The repurchase program authorization will expire on
December 31, 2024.
Historically, the Board receives an annual
retainer in the form of restricted stock units or restricted stock
awards with a grant date fair value equal to $100,000 for their compensation for serving on
the Board. If a director serves as the Chair of a Board committee,
or as Lead Independent Director, they receive additional restricted
stock units or restricted stock awards with a grant date fair value
of $25,000. Annual director equity
awards are made at the annual meeting and vest on the first
anniversary date of the grant. During 2023, the current members of
the Board did not receive compensation for their first five months
of service on the Board. In addition, the Board has agreed to
reduce both their annual equity retainer and compensation for those
serving as Board committee chairs or Lead Independent Director by
50%, beginning after the 2024 shareholder meeting. Board members
have participated in VerifyMe's last two capital raises and
Board members are continuing to purchase shares in the open
market.
Adam Stedham,
President and CEO of VerifyMe said "I am excited about the
operational aspects of both segments of our business and the growth
prospects in front of us. We want to have all capital allocation
options available to ensure we can optimize both our short- and
long-term shareholder value creation. I am pleased to see the
Board's continuing commitment to ensuring the company has the
resources to fully execute on our strategy."
About VerifyMe, Inc.
VerifyMe, Inc.
(NASDAQ: VRME), together with its subsidiaries, Trust Codes Global
and PeriShip Global, provides traceability, brand protection and
brand enhancement solutions. The company operates an Authentication
Segment and a Precision Logistics Segment to provide
item-level traceability, anti-diversion and anti-counterfeit
protection, brand protection and enhancement technology solutions,
as well as specialized logistics for time and temperature sensitive
products. VerifyMe serves customers worldwide. To learn more, visit
www.verifyme.com.
Cautionary Note Regarding Forward-Looking
Statements
This release contains forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995 including statements regarding the Company's
share repurchase plan, Board compensation program, and its ability
to provide value to customers and its shareholders. The words
"can," "will," and similar expressions, as they relate to us, are
intended to identify forward-looking statements. We have based
these forward-looking statements largely on our current
expectations and projections about future events and financial
trends that we believe may affect our financial condition, results
of operations, business strategy and financial needs. Important
factors that could cause actual results to differ from those in the
forward-looking statements include our engagement in future
acquisitions or strategic partnerships that increase our capital
requirements or cause us to incur debt or assume contingent
liabilities, the successful integration of our acquisitions
(including the assets of PeriShip Global and Trust Codes Global),
our reliance on one key strategic partner for shipping services in
our Precision Logistics segment, competition including by our key
strategic partner, seasonal trends in our business, sever climate
conditions, the highly competitive nature of the industry in which
we operate, our brand image and corporate reputation, impairments
related to our goodwill and other intangible assets, economic and
other factors such as recessions, downturns in the economy,
inflation, global uncertainty and instability, the effects of
pandemics, changes in United
States social, political, and regulatory conditions and/or a
disruption of financial markets, reduced freight volumes due to
economic conditions, reduced discretionary spending in a
recessionary environment, global supply-chain delays or shortages,
fluctuations in labor costs, raw materials, and changes in the
availability of key suppliers, our history of losses, our ability
to use our net operating losses to offset future taxable income,
the confusion of our name brand with other brands, the ability of
our technology to work as anticipated and to successfully provide
analytics logistics management, our ability to manage our growth
effectively, the small number of customers that account for our
revenue, our ability to successfully develop and expand our sales
and marketing capabilities, risks related to doing business outside
of the U.S., intellectual property litigation, our ability to
successfully develop, implement, maintain, upgrade, enhance, and
protect our information technology systems, our reliance on
third-party information technology service providers, our ability
to respond to evolving laws related to information technology such
as privacy laws, risks related to deriving revenue from some
clients in the cannabis industry, our ability to retain key
management personnel, our ability to work with partners in selling
our technologies to businesses, production difficulties, our
inability to enter into contracts and arrangements with future
partners, our ability to acquire new customers, issues which may
affect the reluctance of large companies to change their purchasing
of products, acceptance of our technologies and the efficiency of
our authenticators in the field, our ability to comply with the
continued listing standards of the Nasdaq Capital Market, and our
ability to timely pay amounts due and comply with the covenants
under our debt facilities. These risk factors and uncertainties
include those more fully described in VerifyMe's Annual Report and
Quarterly Reports filed with the Securities and Exchange
Commission, including under the heading entitled "Risk Factors."
Should one or more of these risks or uncertainties materialize, or
should any of our underlying assumptions prove incorrect, actual
results may vary materially from those currently anticipated. Any
forward-looking statement made by us herein speaks only as of the
date on which it is made. Factors or events that could cause our
actual results to differ may emerge from time to time, and it is
not possible for us to predict all of them. We undertake no
obligation to publicly update any forward-looking statement,
whether as a result of new information, future developments or
otherwise, except as may be required by law.
For Other Information Contact:
Company:
VerifyMe, Inc.
Email: IR@verifyme.com
Website: http://www.verifyme.com
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SOURCE VerifyMe, Inc.
