LAKE
MARY, Fla., Jan. 14,
2025 /PRNewswire/ -- VerifyMe, Inc.
(NASDAQ: VRME) ("VerifyMe," "we," "our," or the "Company") provides
brand owners time and temperature sensitive logistics,
authentication, anti-counterfeiting, and brand enhancement
services, today announced its entry into a warrant inducement
agreement with an existing institutional investor for the immediate
exercise of an outstanding warrant held by the existing investor to
purchase an aggregate of 1,461,896 shares of the Company's common
stock. The warrants were issued by VerifyMe on April 14, 2022 and have an exercise price of
$3.215 per share. The gross proceeds
to VerifyMe from the exercise of the warrants are expected to be
approximately $4.7 million, prior to
deducting financial advisor fees and other offering expenses. The
closing of the warrant inducement transaction is expected to occur
on or about January 15, 2025, subject
to satisfaction of customary closing conditions.
Maxim Group LLC is acting as the exclusive financial advisor for
the transaction.
In consideration for the immediate exercise of the existing
warrants for cash, the Company will issue a new unregistered
warrant to purchase up to 1,461,896 shares of common stock. The new
warrant will have an exercise price of $4.00 per share, will be exercisable immediately
upon issuance, and will expire on the five and one-half year
anniversary from the date of issuance. VerifyMe has agreed to file
a registration statement with the Securities and Exchange
Commission ("SEC") covering the resale of the shares of common
stock issuable upon exercise of the new warrant.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy any of the securities described
herein, nor shall there be any sale of these securities in any
state or other jurisdiction in which such offer, solicitation or
sale would be unlawful prior to the registration or qualification
under the securities laws of any such state or other
jurisdiction.
About VerifyMe, Inc.
VerifyMe, Inc. (NASDAQ: VRME)
provides specialized logistics for time and temperature sensitive
products, as well as anti-diversion and anti-counterfeit
protection, brand protection and enhancement solutions. 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 and its ability to provide value to customers
and its shareholders. The words "believe," "continue," "expected,"
"may," "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, 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, the
ability of our strategic partners to integrate our solutions into
their product offerings, our ability to manage our growth
effectively, 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, 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.
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SOURCE VerifyMe, Inc.