11/04/2025 | Press release | Distributed by Public on 11/04/2025 15:30
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | $ 0 (1) | 11/02/2025 | M | 13,334 | (1) | (1) | Common Stock, par value $0.001 per share | 13,334 | $ 0 | 0 | D | ||||
| Restricted Stock Units | $ 0 (3) | (3) | (3) | Common Stock, par value $0.001 per share | 11,812 | 11,812 | D | ||||||||
| Restricted Stock Units | $ 0 (4) | (4) | (4) | Common Stock, par value $0.001 per share | 75,000 | 75,000 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Wang Jack C/O VERIFYME, INC. 801 INTERNATIONAL PARKWAY, FIFTH FLOOR LAKE MARY, FL 32746 |
SVP, Technology and CIO | |||
| /s/ Adam Stedham, Attorney-in-Fact for Jack Wang | 11/04/2025 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | These restricted stock units ("RSUs") vested on 11/2/2025 and converted into common stock on a one-for-one basis. |
| (2) | Shares withheld to cover tax withholding obligations upon the vesting of RSUs. |
| (3) | These RSUs vest on 1/1/2026, except as otherwise provided in the award notice. |
| (4) | These RSUs vest in three tranches, except as otherwise provided in the award notice. Tranche 1 will vest 20,000 shares of common stock after the reporting person's continued employment on or after June 18, 2024 if the price of the issuer's common stock increases to $2.21 per share and trades at or above that price for 20 consecutive trading days prior to June 18, 2027. Tranche 2 will vest 25,000 shares after the reporting person's continued employment on or after June 18, 2025 if the price of the issuer's common stock increases to $2.94 per share and trades at or above that price for 20 consecutive trading days prior to June 18, 2027. Tranche 3 will vest 30,000 shares after the reporting person's continued employment on June 18, 2027 if the price of the issuer's common stock increases to $3.68 per share and trades at or above that price for 20 consecutive trading days prior to June 18, 2027. |