FORM 10-Q
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☒
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
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VERIFYME, INC.
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(Exact Name of Registrant as Specified in Its Charter)
|
|
Nevada
|
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23-3023677
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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|
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409 Boot Road
Downingtown, PA
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19335
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(Address of Principal Executive Offices)
|
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(Zip Code)
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(212) 994-7002
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||
(Registrant’s Telephone Number, Including Area Code)
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|
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Large accelerated filer
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☐
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Accelerated filer
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☐
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|
|||
Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☒
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Emerging growth company ☐
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PART I - FINANCIAL INFORMATION |
4 | ||
4 | ||
5 | ||
6 | ||
7 | ||
8 | ||
18 | ||
22 | ||
22 | ||
PART II - OTHER INFORMATION
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||
23 | ||
23 | ||
24 | ||
25 | ||
25 | ||
25 | ||
26 | ||
27 |
FINANCIAL STATEMENTS
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Three Months Ended
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||||||||
March 31, 2017
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March 31, 2016
|
|||||||
NET REVENUES
|
||||||||
Sales
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$
|
-
|
$
|
-
|
||||
Royalties
|
-
|
-
|
||||||
TOTAL NET REVENUE
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-
|
-
|
||||||
COST OF SALES
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-
|
-
|
||||||
GROSS PROFIT
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-
|
-
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||||||
OPERATING EXPENSES
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||||||||
General and administrative
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142,061
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117,758
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||||||
Legal and accounting
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9,044
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115,345
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||||||
Payroll expenses
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22,810
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627,923
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||||||
Research and development
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8,669
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89,335
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||||||
Sales and marketing
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5,921
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65,331
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||||||
Total operating expenses
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188,505
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1,015,692
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||||||
LOSS BEFORE OTHER INCOME (EXPENSE)
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(188,505
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)
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(1,015,692
|
)
|
||||
OTHER INCOME (EXPENSE)
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||||||||
Interest expense
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(66,544
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)
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(1,000
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)
|
||||
Change in fair value of warrants
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(28,256
|
)
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1,730,933
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|||||
Change in fair value of embedded derivative liability
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(21,282
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)
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(463,000
|
)
|
||||
Fair value of warrants in excess of consideration for convertible preferred stock
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-
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(1,767,575
|
)
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|||||
(116,082
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)
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(500,642
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)
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|||||
NET LOSS
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$
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(304,587
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)
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$
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(1,516,334
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)
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||
LOSS PER SHARE
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||||||||
BASIC
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$
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(0.04
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)
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$
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(0.25
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)
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||
DILUTED
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$
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(0.04
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)
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$
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(0.25
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)
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||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
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||||||||
BASIC
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8,397,976
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6,139,460
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||||||
DILUTED
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8,397,976
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6,139,460
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Series A
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Series B
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Series C
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Series D
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|||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible
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Convertible
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Convertible
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Convertible
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|||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred
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Preferred
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Preferred
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Preferred
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Common
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||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock
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Stock
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Stock
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Stock
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Stock
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Additional
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|||||||||||||||||||||||||||||||||||||||||||||||||||
Number of
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Number of
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Number of
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Number of
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Number of
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Paid-In
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Treasury
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Accumulated
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|||||||||||||||||||||||||||||||||||||||||||||||||
Shares
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Amount
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Shares
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Amount
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Shares
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Amount
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Shares
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Amount
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Shares
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Amount
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Capital
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Stock
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Deficit
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Total
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|||||||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2016 (Audited)
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397,778
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$
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398
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0.92
|
$
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-
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1,912,500
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$
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1,913
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166,750
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$
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167
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8,330,696
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$
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8,331
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$
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40,469,272
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$
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(113,389
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)
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$
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(41,644,545
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)
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$
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(1,277,853
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)
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||||||||||||||||||||||||||||||
Conversion of Series A Convertible Preferred Stock
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(33,000
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)
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(33
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)
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-
|
-
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-
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-
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-
|
-
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660,000
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660
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(627
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)
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-
|
-
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-
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|||||||||||||||||||||||||||||||||||||||
Warrants issued in conjunction with notes payable
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-
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-
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-
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-
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-
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-
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-
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-
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-
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-
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113,585
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-
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-
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113,585
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||||||||||||||||||||||||||||||||||||||||||
Fair value of stock options
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-
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-
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-
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-
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-
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-
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-
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-
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-
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-
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51,597
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-
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-
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51,597
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||||||||||||||||||||||||||||||||||||||||||
Net Loss
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-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
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-
|
-
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-
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-
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(304,587
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)
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(304,587
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)
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||||||||||||||||||||||||||||||||||||||||
-
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||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance March 31, 2017 (Unaudited)
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364,778
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$
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365
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0.92
|
$
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-
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1,912,500
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$
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1,913
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166,750
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$
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167
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8,990,696
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$
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8,991
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$
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40,633,827
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$
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(113,389
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)
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$
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(41,949,132
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)
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$
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(1,417,258
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)
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March 31,
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December 31,
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|||||||
2017
|
2016
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|||||||
Series A notes payable; interest at 8% per annum; principal and accrued interest due at maturity in October 2011 (past due)
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50,000
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50,000
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||||||
Notes payable; interest rate at 5% per annum; principal and accrued interest due at maturity on June 30, 2017
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99,000
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79,000
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||||||
Notes payable; interest rate at 0% per annum; principal and accrued interest due at maturity on June 30, 2017
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125,000
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-
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||||||
Less: Unamortized discount
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(109,988
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)
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(60,931
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)
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||||
164,012
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68,069
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|||||||
Less: Current portion
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164,012
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68,069
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||||||
$
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-
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$
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-
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March 31, 2017
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December 31, 2016
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|||||||||||||||||||||||||||||||
Level 1
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Level 2
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Level 3
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Total
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Level 1
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Level 2
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Level 3
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Total
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|||||||||||||||||||||||||
Embedded derivative liability related to beneficial conversion option
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$
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-
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$
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-
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$
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250,000
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$
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250,000
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$
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-
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$
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-
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$
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228,718
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$
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228,718
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||||||||||||||||
Derivative liability related to fair value of warrants
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-
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-
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423,000
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423,000
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-
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-
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394,744
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394,744
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||||||||||||||||||||||||
Total
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$
|
-
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$
|
-
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$
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673,000
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$
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673,000
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$
|
-
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$
|
-
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$
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623,462
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$
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623,462
|
||||||||||||||||
Total
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||||||||||||||||||||||||||||||||
Balance at December 31, 2016
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$
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623,462
|
||||||||||||||||||||||||||||||
Change in fair value of derivative liablities
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49,538
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|||||||||||||||||||||||||||||||
Balance at March 31, 2017
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$
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673,000
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March 31, 2017
|
||||
Closing trade price of Common Stock
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$
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0.12
|
||
Effective Series C Preferred Stock Conversion price
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-
|
|||
Effective Series D Preferred Stock Conversion price
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-
|
|||
Intrinsic value of conversion option per share
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$
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0.12
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March 31, 2017
|
||||
Annual Dividend Yield
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0.0
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%
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||
Expected Life (Years)
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1.3 - 2.6
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|||
Risk-Free Interest Rate
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1.0% - 1.5
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%
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||
Expected Volatility
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226.2% - 246.0
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%
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Options Outstanding
|
||||||||||||||||
Weighted -
|
||||||||||||||||
Average
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||||||||||||||||
Remaining
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Aggregate
|
|||||||||||||||
Weighted-
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Contractual
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Intrinsic
|
||||||||||||||
Number of
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Average
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Term
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Value
|
|||||||||||||
Shares
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Exercise Price
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(in years)
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(in 000's) (1)
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|||||||||||||
Balance as of December 31, 2016
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3,282,647
|
$
|
0.52
|
7.9
|
||||||||||||
Granted
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725,000
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0.14
|
||||||||||||||
Forfeited/cancelled
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(50,000
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)
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(0.57
|
)
|
||||||||||||
Balance March 31, 2017
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3,957,647
|
$
|
0.45
|
7.2
|
$
|
29
|
||||||||||
Exercisable at March 31, 2017
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3,882,647
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$
|
0.46
|
7.3
|
$
|
26
|
||||||||||
Exercisable at March 31, 2017 and expected to
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||||||||||||||||
vest thereafter
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3,882,647
|
$
|
0.46
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7.3
|
$
|
26
|
(1) |
The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the closing stock price of $0.12 for the Company’s common stock on March 31, 2017.
|
Unvested Options
|
||||||||
Weighted -
|
||||||||
Average
|
||||||||
Grant
|
||||||||
Number of
|
Date Fair
|
|||||||
Shares
|
Value (1)
|
|||||||
Balance December 31, 2016
|
-
|
$
|
-
|
|||||
Granted
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725,000
|
0.07
|
||||||
Vested
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(650,000
|
)
|
(0.07
|
)
|
||||
Cancelled/forfeited/expired
|
-
|
-
|
||||||
Balance March 31, 2017
|
75,000
|
$
|
0.07
|
Warrants Outstanding
|
||||||||||||||||
Weighted -
|
||||||||||||||||
Average
|
||||||||||||||||
Remaining
|
Aggregate
|
|||||||||||||||
Weighted-
|
Contractual
|
Intrinsic
|
||||||||||||||
Number of
|
Average
|
Term
|
Value
|
|||||||||||||
Shares
|
Exercise Price
|
in years)
|
(in 000's) (1)
|
|||||||||||||
Balance, December 31, 2016
|
9,216,452
|
$
|
1.82
|
3.7
|
$
|
10
|
||||||||||
Granted
|
7,250,000
|
0.40
|
||||||||||||||
Balance, March 31, 2017
|
16,466,452
|
$
|
1.19
|
4.1
|
$
|
11
|
||||||||||
Exercisable at March 31, 2017
|
16,466,452
|
$
|
1.19
|
4.1
|
$
|
11
|
(1) |
The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the closing stock price of $0.12 for the Company’s common stock on March 31, 2017.
|
|
Incorporated by Reference
|
Filed or
Furnished
|
||||||||
Exhibit #
|
Exhibit Description
|
Form
|
Date
|
Number
|
Herewith
|
|||||
10.1
|
Form of Note dated January 31, 2017
|
Filed
|
||||||||
10.2
|
Form of Warrant dated January 24, 2017
|
Filed
|
||||||||
10.3
|
Form of Option Agreement dated January 31, 2017
|
Filed
|
||||||||
10.4
|
Form of Option Agreement dated February 6, 2017, exercise price $0.068
|
Filed
|
||||||||
10.5 | Form of Option Agreement dated February 6, 2017, exercise price $0.25 |
Filed
|
||||||||
10.6
|
Form of Note dated February 13, 2017
|
Filed
|
||||||||
10.7
|
Form of Warrant dated February 13, 2017
|
Filed
|
||||||||
10.8
|
Form of Note dated March 28, 2017
|
Filed
|
||||||||
10.9
|
Form of Warrant dated March 28, 2017
|
Filed
|
||||||||
10.10
|
Form of Note dated April 26, 2017
|
8-K
|
5/1/17
|
10.1
|
||||||
10.11
|
Form of Security Agreement dated April 26, 2017
|
8-K
|
|
5/1/17
|
10.2
|
|||||
31.1
|
Certification of Principal Executive Officer (302)
|
|
Filed
|
|||||||
31.2
|
Certification of Principal Financial Officer (302)
|
Filed
|
||||||||
32.1
|
Certification of Principal Executive Officer (906)
|
Furnished**
|
||||||||
32.2
|
Certification of Principal Financial Officer (906)
|
Furnished**
|
||||||||
101.INS
|
XBRL Instance Document
|
Filed
|
||||||||
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
Filed
|
||||||||
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
Filed
|
||||||||
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
Filed
|
||||||||
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
Filed
|
||||||||
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
Filed
|
**
|
This exhibit is being furnished rather than filed and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K.
|
|
VERIFYME, INC.
|
|
|
|
|
Date: May 15, 2017
|
By:
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/s/ Scott McPherson
|
|
|
Scott McPherson
|
|
|
On behalf of the registrant and as
Chief Financial Officer
(Principal Financial Officer)
|
AMOUNT:
$20,000
|
DATE:
January 24, 2017
|
Name:
|
||
Title:
|
Date: January 24, 2017
|
VerifyMe, Inc.
|
|||
By:
|
|||
Norman Gardner, Chairman
|
Date:_______________________________
|
Signed: _______________________________
Print Name: _______________________________ Address: _______________________________ |
Date:_______________________________
|
Signed: _______________________________
Print Name: _______________________________ Address: _______________________________ |
Please print or typewrite
name and address of assignee: |
|
Please insert Social Security
or other Tax Identification Number of Assignee: |
|
Please insert Social Security
or other Tax Identification Number of Assignee: |
1.
|
Name of Participant:
|
||
2.
|
Date of Option Grant:
|
January 31, 2017
|
|
3.
|
Type of Grant:
|
Incentive Stock Options
|
|
4.
|
Maximum Number of Shares for
which this Option is exercisable:
|
225,000
|
|
5.
|
Exercise (purchase) price per share:
|
$0.09
|
|
6.
|
Option Expiration Date:
|
January 31, 2022
|
|
7.
|
Vesting Commencement Date:
|
February 28, 2017
|
|
8.
|
Vesting Schedule:
|
February 28, 2017
|
- 75,000 options
|
March 31, 2017
|
- 75,000 options
|
||
April 30, 2017
|
- 75,000 options
|
VERIFYME, INC.
|
PARTICIPANT
|
||
Name: Norman A. Gardner
Title: Chairman
|
Name:
Title: Consultant
|
1. |
GRANT OF OPTION
.
|
2. |
EXERCISE PRICE
.
|
3. |
EXERCISABILITY OF OPTION
.
|
4. |
TERM OF OPTION
.
|
(a) |
to the extent that the Option has become exercisable but has not been exercised as of the date of the Participant’s termination of service due to Disability; and
|
(b) |
in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of the Participant’s termination of service due to Disability.
|
(x) |
to the extent that the Option has become exercisable but has not been exercised as of the date of death; and
|
(y) |
in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Participant’s date of death.
|
5. |
METHOD OF EXERCISING OPTION.
|
6. |
PARTIAL EXERCISE
.
|
7. |
NON-ASSIGNABILITY
.
|
8. |
NO RIGHTS AS STOCKHOLDER UNTIL EXERCISE
.
|
9. |
ADJUSTMENTS
.
|
10. |
TAXES
.
|
11. |
PURCHASE FOR INVESTMENT
.
|
(a) |
The person(s) who exercise the Option shall warrant to the Company, at the time of such exercise, that such person(s) are acquiring such Shares for their own respective accounts, for investment, and not with a view to, or for sale in connection with, the distribution of any such Shares, in which event the person(s) acquiring such Shares shall be bound by the provisions of the following legend which shall be endorsed upon any certificate(s) evidencing the Shares issued pursuant to such exercise:
|
12. |
RESTRICTIONS ON TRANSFER OF SHARES
.
|
13. |
NO OBLIGATION TO MAINTAIN RELATIONSHIP
.
|
14. |
IF OPTION IS INTENDED TO BE AN ISO
.
|
15. |
NOTICE TO COMPANY OF DISQUALIFYING DISPOSITION OF AN ISO
.
|
16. |
NOTICES
.
|
17. |
GOVERNING LAW
.
|
18. |
BENEFIT OF AGREEMENT
.
|
19. |
ENTIRE AGREEMENT
.
|
20. |
MODIFICATIONS AND AMENDMENTS
.
|
21. |
WAIVERS AND CONSENTS
.
|
22. |
DATA PRIVACY
.
|
Very truly yours,
|
|
Participant (signature)
|
|
Print Name
|
|
Date
|
Accepted by:
|
|
Name and Title
|
|
Signature
|
|
Date of Receipt of Notice and Payment
|
|
Option No. 2017-2
|
9.
|
Name of Participant:
|
|
10.
|
Date of Option Grant:
|
February 6, 2017
|
11.
|
Type of Grant:
|
Incentive Stock Options
|
12.
|
Maximum Number of Shares for
which this Option is exercisable: |
250,000
|
13.
|
Exercise (purchase) price per share:
|
$0.068
|
14.
|
Option Expiration Date:
|
February 6, 2022
|
15.
|
Vesting Commencement Date:
|
February 6, 2017
|
16.
|
Vesting Schedule:
|
Immediately
|
1. |
GRANT OF OPTION
.
|
2. |
EXERCISE PRICE
.
|
3. |
EXERCISABILITY OF OPTION
.
|
4. |
TERM OF OPTION
.
|
(a) |
to the extent that the Option has become exercisable but has not been exercised as of the date of the Participant’s termination of service due to Disability; and
|
(b) |
in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of the Participant’s termination of service due to Disability.
|
(z) |
to the extent that the Option has become exercisable but has not been exercised as of the date of death; and
|
(aa) |
in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Participant’s date of death.
|
5. |
METHOD OF EXERCISING OPTION.
|
6. |
PARTIAL EXERCISE
.
|
7. |
NON-ASSIGNABILITY
.
|
8. |
NO RIGHTS AS STOCKHOLDER UNTIL EXERCISE
.
|
9. |
ADJUSTMENTS
.
|
10. |
TAXES
.
|
11. |
PURCHASE FOR INVESTMENT
.
|
(a) |
The person(s) who exercise the Option shall warrant to the Company, at the time of such exercise, that such person(s) are acquiring such Shares for their own respective accounts, for investment, and not with a view to, or for sale in connection with, the distribution of any such Shares, in which event the person(s) acquiring such Shares shall be bound by the provisions of the following legend which shall be endorsed upon any certificate(s) evidencing the Shares issued pursuant to such exercise:
|
12. |
RESTRICTIONS ON TRANSFER OF SHARES
.
|
13. |
NO OBLIGATION TO MAINTAIN RELATIONSHIP
.
|
14. |
IF OPTION IS INTENDED TO BE AN ISO
.
|
15. |
NOTICE TO COMPANY OF DISQUALIFYING DISPOSITION OF AN ISO
.
|
16. |
NOTICES
.
|
17. |
GOVERNING LAW
.
|
18. |
BENEFIT OF AGREEMENT
.
|
19. |
ENTIRE AGREEMENT
.
|
20. |
MODIFICATIONS AND AMENDMENTS
.
|
21. |
WAIVERS AND CONSENTS
.
|
22. |
DATA PRIVACY
.
|
Very truly yours,
|
|
Participant (signature)
|
|
Print Name
|
|
Date
|
Accepted by:
|
|
Name and Title
|
|
Signature
|
|
Date of Receipt of Notice and Payment
|
1.
|
Name of Participant:
|
|
2.
|
Date of Option Grant:
|
February 6, 2017
|
3.
|
Type of Grant:
|
Incentive Stock Options
|
4.
|
Maximum Number of Shares for
|
|
which this Option is exercisable:
|
250,000
|
|
5.
|
Exercise (purchase) price per share:
|
$0.25
|
6.
|
Option Expiration Date:
|
February 6, 2022
|
7.
|
Vesting Commencement Date:
|
February 6, 2017
|
8.
|
Vesting Schedule:
|
Immediately
|
VERIFYME, INC.
|
PARTICIPANT
|
||
Name: Norman A. Gardner
|
Name:
|
||
Title: Chairman
|
Title: Consultant
|
1. |
GRANT OF OPTION
.
|
2. |
EXERCISE PRICE
.
|
3. |
EXERCISABILITY OF OPTION
.
|
4. |
TERM OF OPTION
.
|
(a) |
to the extent that the Option has become exercisable but has not been exercised as of the date of the Participant’s termination of service due to Disability; and
|
(b) |
in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of the Participant’s termination of service due to Disability.
|
(x) |
to the extent that the Option has become exercisable but has not been exercised as of the date of death; and
|
(y) |
in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Participant’s date of death.
|
5. |
METHOD OF EXERCISING OPTION.
|
6. |
PARTIAL EXERCISE
.
|
7. |
NON-ASSIGNABILITY
.
|
8. |
NO RIGHTS AS STOCKHOLDER UNTIL EXERCISE
.
|
9. |
ADJUSTMENTS
.
|
10. |
TAXES
.
|
11. |
PURCHASE FOR INVESTMENT
.
|
(a) |
The person(s) who exercise the Option shall warrant to the Company, at the time of such exercise, that such person(s) are acquiring such Shares for their own respective accounts, for investment, and not with a view to, or for sale in connection with, the distribution of any such Shares, in which event the person(s) acquiring such Shares shall be bound by the provisions of the following legend which shall be endorsed upon any certificate(s) evidencing the Shares issued pursuant to such exercise:
|
12. |
RESTRICTIONS ON TRANSFER OF SHARES
.
|
13. |
NO OBLIGATION TO MAINTAIN RELATIONSHIP
.
|
14. |
IF OPTION IS INTENDED TO BE AN ISO
.
|
15. |
NOTICE TO COMPANY OF DISQUALIFYING DISPOSITION OF AN ISO
.
|
16. |
NOTICES
.
|
17. |
GOVERNING LAW
.
|
18. |
BENEFIT OF AGREEMENT
.
|
19. |
ENTIRE AGREEMENT
.
|
20. |
MODIFICATIONS AND AMENDMENTS
.
|
21. |
WAIVERS AND CONSENTS
.
|
22. |
DATA PRIVACY
.
|
Very truly yours,
|
|
Participant (signature)
|
|
Print Name
|
|
Date
|
Accepted by:
|
|
Name and Title
|
|
Signature
|
|
Date of Receipt of Notice and Payment
|
AMOUNT: $100,000 |
DATE:
February 13, 2017
|
Name:
|
||
Title:
|
Date: February 13, 2017
|
Date:_______________________________
|
Signed: _______________________________
Print Name: _______________________________ Address: _______________________________ |
Date:_______________________________
|
Signed: _______________________________
Print Name: _______________________________ Address: _______________________________ |
Please print or typewrite
name and address of assignee: |
|
Please insert Social Security
or other Tax Identification Number of Assignee: |
|
Please insert Social Security
or other Tax Identification Number of Assignee: |
AMOUNT:
$25,000
|
DATE:
March 28, 2017
|
Name:__________________________
|
||
Title: __________________________
|
Date: March 28, 2017
|
VerifyMe, Inc.
|
|
By: ____________________________________
|
|
Norman Gardner, Chairman
|
Please print or typewrite
name and address of assignee: |
|
Please insert Social Security
or other Tax Identification Number of Assignee: |
Please print or typewrite
name and address of assignee: |
|
Please insert Social Security
or other Tax Identification Number of Assignee: |
Date: May
15
, 2017
|
By:
|
/s/ Norman A. Gardner
|
|
Norman A. Gardner
|
|
|
|
Chief Executive Officer
|
Date: May
15
, 2017
|
By:
|
/s/ Scott McPherson
|
|
|
Scott McPherson
|
|
|
Chief Financial Officer
|
1)
|
This Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2)
|
The
information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
|
Date: May
15
, 2017
|
By:
|
/s/ Norman A. Gardner
|
|
|
Norman A. Gardner
|
|
|
Chief Executive Officer
|
1)
|
This Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2)
|
The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
|
Date: May
15
, 2017
|
By:
|
/s/ Scott A. McPherson
|
|
|
Scott A. McPherson
|
|
|
Chief Financial Officer
|