0000891839-20-000241.txt : 20200807 0000891839-20-000241.hdr.sgml : 20200807 20200807184525 ACCESSION NUMBER: 0000891839-20-000241 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200805 FILED AS OF DATE: 20200807 DATE AS OF CHANGE: 20200807 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gardner Christopher P CENTRAL INDEX KEY: 0001776758 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39332 FILM NUMBER: 201085936 MAIL ADDRESS: STREET 1: CLINTON SQUARE STREET 2: 75 S. CLINTON AVE., SUITE 510 CITY: ROCHESTER STATE: NY ZIP: 14604 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: VerifyMe, Inc. CENTRAL INDEX KEY: 0001104038 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS CHEMICAL PRODUCTS [2890] IRS NUMBER: 233023677 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 75 S. CLINTON AVE. STREET 2: SUITE 510 CITY: ROCHESTER STATE: NY ZIP: 14604 BUSINESS PHONE: 212-994-7002 MAIL ADDRESS: STREET 1: 75 S. CLINTON AVE. STREET 2: SUITE 510 CITY: ROCHESTER STATE: NY ZIP: 14604 FORMER COMPANY: FORMER CONFORMED NAME: LASERLOCK TECHNOLOGIES INC DATE OF NAME CHANGE: 20001004 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2020-08-05 0001104038 VerifyMe, Inc. VRME 0001776758 Gardner Christopher P C/O VERIFYME, INC. 75 S. CLINTON AVENUE, SUITE 510 ROCHESTER NY 14604 1 0 0 0 Common Stock, par value $0.001 per share 2020-08-05 4 A 0 15000 0 A 40809 D Stock Option (Right to Buy) 3.505 2025-01-07 Common Stock, par value $0.001 per share 10000 10000 D Stock Option (Right to Buy) 3.505 2025-01-07 Common Stock, par value $0.001 per share 10000 10000 D Warrant (Right to Buy) 4.6 2020-06-22 2025-06-22 Common Stock, par value $0.001 per share 16009 16009 D This time-vested restricted stock award was granted under the VerifyMe, Inc. 2013 Omnibus Equity Compensation Plan in a transaction exempt under Rule 16b-3. This option vested 25% on each of March 31, 2020 and June 30, 2020 and vests 25% on each of September 30, 2020 and December 31, 2020. This option has fully vested as of the date of this report. /s/ Norman Gardner, Attorney-in-fact for Christopher P. Gardner 2020-08-07 EX-24 2 attachment_1.txt POWER OF ATTORNEY The undersigned, Chris Gardner, hereby appoints each of Norman Gardner, Patrick White and Margaret Gezerlis, individually, his attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as a Director and/or greater than 10% holder of VerifyMe, Inc. (the "Company"), Forms 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder, as amended from time to time (the "Exchange Act"), and any other forms or reports the undersigned may be required to file in connection with the undersigned's ownership, acquisition or disposition of securities of the Company; (2) execute for and on behalf of the undersigned, in the undersigned's capacity as a Director and/or greater than 10% holder of the Company, Form 144 in accordance with the Securities Act of 1933 and the rules thereunder, as amended from time to time (the "Securities Act"); (3) perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 4 or 5, or Form 144 and timely file such form with the Securities and Exchange Commission and any stock exchange or similar authority; and (4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his or her discretion. The undersigned hereby grants to each attorney-in-fact full power and authority to do anything that is necessary or desirable in the exercise of any of the rights and powers herein granted, as fully and to all intents and purposes as the undersigned could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that each attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act or Rule 144 under the Securities Act. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file forms under Section 16(a) of the Exchange Act and Form 144 under the Securities Act with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 7th day of July 2020. /s/ Chris Gardner Chris Gardner