UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-A

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

VerifyMe, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada   23-3023677
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)
     
75 S. Clinton Ave., Suite 510, Rochester, New York   14604
(Address of principal executive offices)   (Zip Code)

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class 

to be so registered

 

Name of each exchange on which

each class is to be registered

Common Stock, par value $0.001 per share   The Nasdaq Stock Market LLC

Warrants to purchase shares of Common Stock, par

value $0.001 per share

  The Nasdaq Stock Market LLC

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. x

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. o

 

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. o

 

Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333-234155

 

Securities to be registered pursuant to Section 12(g) of the Act: None.

 

 

 

     
 

 

INFORMATION REQUIRED IN REGISTRATION STATEMENT

 

Item 1.          Description of Registrant’s Securities to be Registered.

 

A description of the securities of VerifyMe Inc., a Nevada corporation (the “Registrant”), to be registered hereunder is set forth under the heading “Description of Securities” in the prospectus constituting a part of the Registrant’s registration statement on Form S-1 (File No. 333-234155), initially filed with the Securities and Exchange Commission (the “Commission”) on October 10, 2019, as subsequently amended, which description is incorporated herein by reference. The description of the Registrant’s securities included in any form of prospectus subsequently filed by the Registrant with the Commission pursuant to Section 424(b) of the Securities Act of 1933, as amended, shall also be deemed to be incorporated herein by reference.

 

Item 2.          Exhibits.

 

Pursuant to the Instructions as to Exhibits with respect to Form 8-A, no exhibits are required to be filed because no other securities of the Registrant are registered on The Nasdaq Stock Market LLC, and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.

 

     
 

 

SIGNATURES

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

  VerifyMe, Inc.
       
       
Date: June 16, 2020 By:   /s/ Patrick White  
    Patrick White  
    President and Chief Executive Officer