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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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VerifyMe, Inc. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
(CUSIP Number) |
Alexander R. McClean, Esq. Harter Secrest & Emery LLP, 1600 Bausch & Lomb Place Rochester, NY, 14604 585-231-1248 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/01/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Stedham Adam H | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO, PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,171,674.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
8.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share |
| (b) | Name of Issuer:
VerifyMe, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
801 INTERNATIONAL PARKWAY, FIFTH FLOOR, LAKE MARY,
FLORIDA
, 32746. |
| Item 2. | Identity and Background |
| (a) | This Schedule 13D is being filed by Adam H. Stedham (Mr. Stedham), the President, Chief Executive Officer and a director of VerifyMe, Inc., a Nevada corporation (the Issuer). |
| (b) | The principal business address of Mr. Stedham is c/o VerifyMe, Inc. 801 International Parkway, Fifth Floor, Lake Mary, Florida 32746. |
| (c) | The present principal occupation of Mr. Stedham is acting as the President and Chief Executive Officer and a director of the Issuer. The principal business address of the Issuer is 801 International Parkway, Fifth Floor, Lake Mary, Florida 3274 |
| (d) | During the past five years, the Reporting Person has not been convicted in a criminal proceeding. |
| (e) | During the past five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Mr. Stedham is a citizen of the United States of America. |
| Item 3. | Source and Amount of Funds or Other Consideration |
On August 1, 2026, Mr. Stedham became the beneficial owner of 5% or greater of the Issuer's Shares by virtue of 550,000 restricted stock units, which are convertible into the Issuer's Shares on a one-for-one basis (RSUs), becoming convertible within 60 days. Mr. Stedham was granted the 550,000 RSUs on June 19, 2023, in connection with his service as President and Chief Executive Officer of the Issuer. The RSUs initially were scheduled to vest in three tranches, with Tranche 1 vesting 150,000 Shares on the first anniversary of the grant date if the price of the Issuer's common stock was $2.21 per share and traded at or above that price for 20 consecutive days. Tranche 2 would vest 200,000 Shares on or after the second anniversary of the grant date if the Issuer's common stock traded at or above $2.94 per share for 20 consecutive trading days. Tranche 3 would vest 200,000 Shares on the fourth anniversary of the grant date if the Issuer's common stock traded at or above $3.68 per share for 20 consecutive trading days. The vesting terms of the RSUs were subsequently amended by the Issuer's Compensation Committee on February 11, 2026 so that the RSUs would vest upon the earlier of the effective time of the merger transaction (as described in the Issuer's Form S-4 Registration Statement on file with the Securities and Exchange Commission (SEC)) or September 30, 2026, regardless of whether the performance conditions have been satisfied.
All other securities reported herein were purchased with either personal funds of Mr. Stedham or were securities acquired upon vesting of equity awards granted to Mr. Stedham in connection with his service as President and Chief Executive Officer or as a director of the Issuer. | |
| Item 4. | Purpose of Transaction |
Mr. Stedham is the President and Chief Executive Officer and a member of the board of directors of the Issuer. In such capacity, Mr. Stedham may, from time to time, discuss or make plans or proposals to other members of the Issuer's board of directors with respect to the matters described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
As of the date of this Schedule 13D, the Issuer is party to a certain Agreement and Plan of Merger dated as of February 11, 2026 by and among VerifyMe, Inc., VRME Subsidiary Corp. and Open Word Ltd. (the Merger Agreement), as amended by the First Amendment to Agreement and Plan of Merger dated April 13, 2026 and the Second Amendment to Agreement and Plan of Merger dated June 4, 2026. A full description of the Merger Agreement is located in the Issuer's Form S-4 Registration Statement most recently filed with the SEC on July 31, 2026. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | As of the date of this Schedule 13D, Mr. Stedham may be deemed to beneficially own, in the aggregate, 1,171,674 Shares of the Issuer, |
| (b) | As of the date of this Schedule 13D, Mr. Stedham has sole voting and sole dispositive power with respect to 1,171,674 Shares of the Issuer. Mr. Stedham does not have shared voting or shared dispositive power with respect to the Shares. |
| (c) | On June 19, 2026, 68,028 RSUs held by Mr. Stedham had vested into Shares on a one-for-one basis. In connection with such vesting, Mr. Stedham had 21,897 Shares withheld for tax withholding obligations, with a per Share price of $0.60, as reported in Mr. Stedham's beneficial ownership report on Form 4 filed with the SEC on June 22, 2026. |
| (d) | Not applicable. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Mr. Stedham and the Issuer are party to a Restricted Stock Unit Award Agreement pursuant to which the Issuer granted Mr. Stedham 550,000 RSUs under the Issuer's 2020 Equity Incentive Plan on June 19, 2023. The vesting terms of such RSUs are described in Item 3 of this Schedule 13D.
Mr. Stedham and the Issuer are party to a Restricted Stock Unit Award Agreement pursuant to which the Issuer granted Mr. Stedham 28,592 RSUs under the Issuer's 2020 Equity Incentive Plan on April 7, 2022. These RSUs vested on January 1, 2023, however, they do not become payable in Shares until Mr. Stedham's separation from service as a director of the Issuer.
Mr. Stedham and the Issuer are party to an 8% Convertible Subordinated Promissory Note (Convertible Note) dated August 25, 2023. The principal sum of the Convertible Note is $175,000. The Convertible Note has a conversion price of $1.15 per Share, is presently convertible and matures on August 25, 2026.
Mr. Stedham and the Issuer are party to an employment agreement, effective June 19, 2023. A full description of the employment agreement is located in the Issuer's Form S-4 Registration Statement most recently filed with the SEC on July 31, 2026.
Mr. Stedham and the Issuer are also party to an amended and restated employment agreement, dated February 11, 2026, that will become effective upon the closing of the Merger Agreement. A full description of the amended and restated employment agreement is located in the Issuer's Form S-4 Registration Statement most recently filed with the SEC on July 31, 2026.
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| Item 7. | Material to be Filed as Exhibits. |
Employment Agreement with Adam Stedham, effective June 19, 2023 (incorporated by reference to Exhibit 10.4 to the Form S-4 filed by the Issuer on April 15, 2026): https://www.sec.gov/Archives/edgar/data/1104038/000121465923008078/ex10_1.htm
Amended and Restated Employment Agreement with Adam Stedham dated February 11, 2026 (incorporated by reference to Exhibit 10.5 to the Form S-4 filed by the Issuer April 15, 2026): https://www.sec.gov/Archives/edgar/data/1104038/000121465926001529/ex10_2.htm
RSU Agreement with Adam Stedham dated June 19, 2026 (incorporated by reference to Exhibit 10.9 to the Form S-4 filed by the Issuer on April 15, 2026): https://www.sec.gov/Archives/edgar/data/1104038/000121465923011000/ex10_2.htm
Form of deferred RSU agreement (incorporated by reference to Exhibit 10.18 to the Form S-4 filed by the Issuer on April 15, 2026): https://www.sec.gov/Archives/edgar/data/1104038/000121465921005308/ex10_4.htm
Form of Convertible Subordinated Promissory Note (incorporated by reference to Exhibit 10.30 to the Form S-4 filed by the Issuer on April 15, 2026): https://www.sec.gov/Archives/edgar/data/1104038/000121465923011723/ex10_2.htm
Agreement and Plan of Merger dated February 11, 2026, by and among VerifyMe, Inc., VRME Subsidiary Corp., and Open World Ltd. (incorporated by reference to Exhibit 2.1 to the Form S-4 filed by the Issuer on April 15, 2026): https://www.sec.gov/Archives/edgar/data/1104038/000121465926001529/ex2_1.htm
First Amendment to Agreement and Plan of Merger dated April 13, 2026, by and among VerifyMe, Inc., VRME Subsidiary Corp., and Open World Ltd. (incorporated by reference to Exhibit 2.2 to the Form S-4 filed by the Issuer on April 15, 2026): https://www.sec.gov/Archives/edgar/data/1104038/000121465926004702/ex2_2.htm
Second Amendment to Agreement and Plan of Merger dated April 13, 2026, by and among VerifyMe, Inc., VRME Subsidiary Corp., and Open World Ltd. (incorporated by reference to Exhibit 2.3 to the Form S-4/A filed by the Issuer on June 8, 2026): https://www.sec.gov/Archives/edgar/data/1104038/000121465926007227/ex2_3.htm |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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