VerifyMe, Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES. Management’s Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Our management, including our principal executive and principal financial officers, conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2020 using criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Our management has concluded that our internal control over financial reporting was not effective as of December 31, 2020 based on a finding of a material weakness related to a lack of segregation of duties, resulting from staffing in accordance with cost containment measures. Remediation Plan to Address the Material Weakness in Internal Control over Financial Reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. As a result of the material weaknesses identified above, our internal control over financial reporting was not effective as of December 31, 2020. The Company plans to initiate a program to address the above weakness. As of the December 31, 2020 we have outsourced our day-to-day bookkeeping function and are in the process of hiring a corporate financial controller. We have started to identify key internal controls over financial reporting as required by Section 404 of the Sarbanes-Oxley Act and we are currently in the process of documenting our internal control policies and procedures. We plan to implement the written policies and procedures commencing in 2021. The Company has an internal policy that all major expenditures must be approved by a majority of the Board of Directors. We have established controls related to corporate governance. The Board of Directors has adopted our audit committee charter, compensation committee charter and nominating and corporate governance committee charter, which can be found on our website at www.verifyme.com under “Investors–Corporate Governance.” Furthermore, the Board has adopted a Code of Business Conduct and Ethics (the “Code of Ethics”) that applies to all of our employees, including our Chief Executive Officer and Chief Financial Officer. Although not required, the Code of Ethics also applies to our directors. The Code of Ethics provides written standards that we believe are reasonably designed to deter wrongdoing and promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, full, fair, accurate, timely and understandable disclosure and compliance with laws, rules and regulations and the prompt reporting of illegal or unethical behavior, and accountability for adherence to the Code of Ethics. The Code of Ethics is available on our website at www.verifyme.com under “Investors-Corporate Governance.” To address the material weaknesses identified, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented. Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented. 28 Table of Contents Auditor’s Report on Internal Control Over Financial Reporting This Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to the rules of the SEC that permit us to provide only management’s report in this Report. Changes in Internal Control Over Financial Reporting There were no changes in our internal control over financial reporting identified in connection with this evaluation that occurred during the period covered by this Report, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION. None. 29 Table of Contents PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information required by this Item 10 is incorporated herein by reference from our proxy statement for our 2021 annual meeting of stockholders under the headings “Questions and Answers About these Proxy Materials and Voting,” “Proposal One: Election of Directors,” “Corporate Governance,” “Management and Executive Officers” and, if necessary, “Delinquent Section 16(a) Reports,” which proxy statement will be filed within 120 days after the December 31, 2020 fiscal year end. ITEM 11. EXECUTIVE COMPENSATION The information required by this Item 11 is incorporated herein by reference from our proxy statement for our 2021 annual meeting for stockholders under the headings “Executive Compensation” and “Director Compensation,” which proxy statement will be filed within 120 days after the December 31, 2020 fiscal year end. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Except for the information regarding securities authorized for issuance under equity compensation plans (which is set forth below), the information required by this Item 12 is incorporated herein by reference from our proxy statement for our 2021 annual meeting for stockholders under the heading “Security Ownership of Management and Certain Beneficial Owners,” which proxy statement will be filed within 120 days after the December 31, 2020 fiscal year end. The following table summarizes the number of shares subject to currently outstanding equity awards, their weighted-average exercise price, and the number of shares available for future grants under our equity compensation plans as of December 31, 2020. Equity Compensation Plan Information as of December 31, 2020 Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and other rights Weighted average exercise price of outstanding options, warrants and other rights (2) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (a) (b) (c) Equity compensation plans approved by security holders 265,300 (1) $4.98 1,071,961 (3) Equity compensation plans not approved by security holders 208,471 (4) 3.11 - Total 473,771 4.48 1,071,961 (1) Represents shares of common stock issuable upon exercise of stock options granted under the 2017 Equity Incentive Plan (the “2017 Plan”) and the 2013 Omnibus Equity Compensation Plan, as amended (the “2013 Plan”) (2) Represents the weighted-average exercise price of outstanding stock options. The weighted-average exercise price does not take into account the shares issuable upon vesting of outstanding restricted stock units under the 2020 Equity Incentive Plan (the “2020 Plan”) or 2013 Plan, which do not have an exercise price. (3) Includes 1,054,211 shares remaining available for issuance under the 2020 Plan and 17,750 shares remaining for issuance under the 2013 Plan. (4) Includes individual grants to employees and consultants for services rendered to the Company which were not made under the Company’s existing equity incentive plans. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by this Item 13 is incorporated herein by reference from our proxy statement for our 2021 annual meeting for stockholders under the heading “Certain Relationships and Related Person Transactions,” which proxy statement will be filed within 120 days after the December 31, 2020 fiscal year end. 30 Table of Contents ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by this Item 14 is incorporated herein by reference from our proxy statement for our 2021 annual meeting for stockholders under the numbered proposal with the heading “Ratification of the Appointment of our Independent Registered Public Accounting Firm,” which proxy statement will be filed within 120 days after the December 31, 2020 fiscal year end. PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. Exhibit No. Description 3.1 Certificate of Amendment to Amended and Restated Articles of Incorporation (incorporated herein by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 22, 2020) 3.2 Second Amended Certificate of Designation for Series A Convertible Preferred Stock (incorporated herein by reference from Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on June 18, 2015) 3.3 Certificate of Designation for Series B Convertible Preferred Stock (incorporated herein by reference from Exhibit 3.3 to the Company’s Current Report on Form 8-K filed on June 18, 2015) 3.4 Certificate of Withdrawal of Certificate of Designation for Series C and Series D Convertible Preferred Stock (incorporated herein by reference from Exhibit 4.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018) 3.5 Amended and Restated Bylaws of VerifyMe, Inc., as amended through July 24, 2020 (incorporated herein by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on July 29, 2020) 4.1 Form of Warrant for the Purchase of Common Stock (incorporated herein by reference from Exhibit 10.29 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017) 4.2 Form of Warrant for the Purchase of Shares of Common Stock (incorporated herein by reference from Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on March 3, 2020) 4.3 Form of Common Stock Purchase Warrant (incorporated herein by reference from Exhibit 4.3 to the Company’s Registration Statement on Form S-1/A (File No. 333-234155) filed on May 22, 2020) 4.4 Form of Warrant for the Purchase of Shares of Common Stock (incorporated herein by reference from Exhibit 4.6 to the Company’s Registration Statement on Form S-1/A (File No. 333-234155) filed on June 2, 2020) 4.5 Warrant Agent Agreement dated June 22, 2020 between the Company and West Coast Stock Transfer, Inc. (incorporated herein by reference from Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on June 22, 2020) 4.6 Form of Representative’s Warrant (incorporated herein by reference from Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 22, 2020) 4.7* Description of Securities 10.1# Form of Indemnification Agreement (incorporated herein by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 18, 2021) 10.2# Form of Employment Agreement for Patrick White dated August 15, 2017 (incorporated herein by reference from Exhibit 10.17 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017) 10.2.1# Amendment to Employment Agreement for Patrick White dated August 13, 2019 (incorporated herein by reference from Exhibit 10.2 to the Company’s Registration Statement on Form S-1 (File No. 333-234155) filed on October 10, 2019) 31 Table of Contents 10.2.2# Second Amendment to Employment Agreement for Patrick White dated May 19, 2020 (incorporated herein by reference from Exhibit 10.3 to the Company’s Registration Statement on Form S-1/A (File No. 333-237950) filed on May 21, 2020) 10.2.3# Third Amendment to Employment Agreement for Patrick White dated October 12, 2020 (incorporated herein by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020) 10.3# Employment Agreement for Margaret Gezerlis dated November 15, 2018 (incorporated herein by reference from Exhibit 10.3 to the Company’s Registration Statement on Form S-1 (File No. 333-234155) filed on October 10, 2019) 10.4# Form of Consulting Agreement with Norman Gardner dated June 29, 2017 (incorporated herein by reference from Exhibit 10.20 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017) 10.4.1# Amendment to Consulting Agreement with Norman Gardner dated May 19, 2020 (incorporated herein by reference from Exhibit 10.6 to the Company’s Registration Statement on Form S-1/A (File No. 333-237950) filed on May 21, 2020) 10.4.2# Second Amendment to Consulting Agreement for Norman Gardner dated October 12, 2020 (incorporated herein by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020) 10.5# Consulting Agreement dated September 1, 2017 and First Amendment to Consulting Agreement dated March 1, 2018 for Keith Goldstein (incorporated herein by reference from Exhibit 10.19 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017) 10.5.1# Second Amendment to the Consulting Agreement dated April 9, 2019 for Keith Goldstein (incorporated herein by reference from Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019) 10.6# LaserLock Technologies, Inc. 2013 Omnibus Equity Compensation Plan (incorporated herein by reference from the Company’s Definitive Proxy Statement filed on November 19, 2013) 10.7# 2017 Equity Incentive Plan (incorporated herein by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 20, 2017) 10.7.1# Amendment to the 2017 Equity Incentive Plan (incorporated herein by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 29, 2019) 10.8# 2020 Equity Incentive Plan (incorporated herein by reference from Exhibit 4.4 to the Company’s Registration Statement on Form S-8 (File No. 333-249520) filed on October 16, 2020) 10.9# Non-Qualified Stock Option Agreement dated August 2017 between the Company and Patrick White (incorporated herein by reference from Exhibit 10.14 to the Company’s Registration Statement on Form S-1 (File No. 333-234155) filed on October 10, 2019) 10.10# Non-Qualified Stock Option Agreement dated April 17, 2018 between the Company and Patrick White (incorporated herein by reference from Exhibit 10.13 to the Company’s Registration Statement on Form S-1 (File No. 333-234155) filed on October 10, 2019) 10.11# Amendment to Non-Qualified Stock Option Agreement dated April 16, 2020 to that Non-Qualified Stock Option Agreement dated August 2017 and that Non-Qualified Stock Option Agreement dated April 17, 2018 between the Company and Patrick White (incorporated herein by reference from Exhibit 10.12 to the Company’s Registration Statement on Form S-1 (File No. 333-237950) filed on May 1, 2020) 10.12# Incentive Stock Option Agreement dated August 14, 2019 between the Company and Patrick White (incorporated herein by reference from Exhibit 10.15 to the Company’s Registration Statement on Form S-1 (File No. 333-234155) filed on October 10, 2019) 10.13# Incentive Stock Option Agreement dated March 11, 2019 between the Company and Margaret Gezerlis (incorporated herein by reference from Exhibit 10.16 to the Company’s Registration Statement on Form S-1 (File No. 333-234155) filed on October 10, 2019) 32 Table of Contents 10.14# Incentive Stock Option Agreement dated January 7, 2020 between the Company and Margaret Gezerlis (incorporated herein by reference from Exhibit 10.15 to the Company’s Registration Statement on Form S-1 (File No. 333-237950) filed on May 1, 2020) 10.15# Non-Qualified Stock Option Agreement dated January 2018 between the Company and Norman Gardner (incorporated herein by reference from Exhibit 10.17 to the Company’s Registration Statement on Form S-1 (File No. 333-234155) filed on October 10, 2019) 10.15.1# Amendment to Non-Qualified Stock Option Agreement dated April 16, 2020 to that Non-Qualified Stock Option Agreement dated January 2018 between the Company and Norman Gardner (incorporated herein by reference from Exhibit 10.17 to the Company’s Registration Statement on Form S-1 (File No. 333-237950) filed on May 1, 2020) 10.16# Form of Restricted Stock Agreement (incorporated herein by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018) 10.17# Restricted Stock Agreement dated April 16, 2020 between the Company and Patrick White (incorporated herein by reference from Exhibit 10.19 to the Company’s Registration Statement on Form S-1 (File No. 333-237950) filed on May 1, 2020) 10.18# Form of Director Non-Qualified Stock Option Agreement (immediate vesting) (incorporated herein by reference from Exhibit 10.20 to the Company’s Registration Statement on Form S-1 (File No. 333-237950) filed on May 1, 2020) 10.19# Form of Director Non-Qualified Stock Option Agreement (quarterly vesting) (incorporated herein by reference from Exhibit 10.21 to the Company’s Registration Statement on Form S-1 (File No. 333-237950) filed on May 1, 2020) 10.20# Form of Restricted Stock Agreement pursuant to the 2013 Omnibus Equity Compensation Plan (incorporated herein by reference from Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020) 10.21# Form of Restricted Stock Agreement pursuant to the 2017 Equity Incentive Plan (incorporated herein by reference from Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020) 10.22# Form of Restricted Stock Unit Agreement (immediate vesting) pursuant to the 2020 Equity Incentive Plan (incorporated herein by reference from Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020) 10.23#* Form of Non-Employee Director Restricted Stock Unit Agreement pursuant to the 2020 Equity Incentive Plan 10.24 Form of Senior Secured Convertible Debenture (incorporated herein by reference from Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 3, 2020) 10.25 Securities Purchase Agreement dated February 26, 2020 (incorporated herein by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 3, 2020) 10.26 Security Agreement dated February 26, 2020 (incorporated herein by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on March 3, 2020) 10.27 Letter Agreement dated February 28, 2020 between the Company and Bruce Evans (incorporated herein by reference from Exhibit 10.25 to the Company’s Registration Statement on Form S-1 (File No. 333-237950) filed on May 1, 2020) 10.28 Agreement dated as of June 15, 2020 (incorporated herein by reference from Exhibit 10.28 to the Company’s Registration Statement on Form S-1 (File No. 333-234155) filed on June 15, 2020) 31.1* Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1* Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 33 Table of Contents 101.INS* XBRL Instance Document 101.SCH* XBRL Taxonomy Extension Schema Document 101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* XBRL Taxonomy Extension Label Linkbase Document 101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document * Filed herewith # Denotes management compensation plan or contract ITEM 16. FORM 10-K SUMMARY Not applicable. 34 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. VerifyMe, Inc. By: /s/ Patrick White Patrick White Chief Executive Officer and Director Date: March 25, 2021 Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated: Signature Title Date /s/ Patrick White Chief Executive Officer and Director March 25, 2021 Patrick White ( Principal Executive Officer ) /s/ Margaret Gezerlis Chief Financial Officer March 25, 2021 Margaret Gezerlis ( Principal Financial Officer and Principal Accounting Officer) /s/ Norman Gardner Chairman of the Board March 25, 2021 Norman Gardner /s/ Chris Gardner Director March 25, 2021 Chris Gardner /s/ Marshall Geller Director March 25, 2021 Marshall Geller /s/Howard Goldberg Director March 25, 2021 Howard Goldberg /s/ Scott Greenberg Director March 25, 2021 Scott Greenberg /s/ Arthur Laffer Director March 25, 2021 Arthur Laffer 35 Table of Contents INDEX TO FINANCIAL STATEMENTS CONTENTS PAGE REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM F-1 BALANCE SHEETS F-2 STATEMENTS OF OPERATIONS F-3 STATEMENTS OF CASH FLOWS F-4 STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) F-5 NOTES TO FINANCIAL STATEMENTS F-6 36 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of VerifyMe, Inc. Opinion on the Financial Statements We have audited the accompanying balance sheets of VerifyMe, Inc. (the “Company”) as of December 31, 2020 and 2019, and the related statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. /s/ MaloneBailey, LLP www.malonebailey.com We have served as the Company's auditor since 2018. Houston, Texas March 25, 2021 F- 1 Table of Contents VerifyMe, Inc. Balance Sheets (In thousands, except share data) As of December 31, 2020 December 31, 2019 ASSETS CURRENT ASSETS Cash and cash equivalents $ 7,939 $ 253 Accounts Receivable 31 81 Deposits on Equipment - 51 Prepaid expenses and other current assets 177 32 Inventory 54 30 TOTAL CURRENT ASSETS 8,201 447 PROPERTY AND EQUIPMENT Equipment for lease, net of accumulated amortization of $50 thousand as of December 31, 2020 and $0 as of December 31, 2019, respectively 200 177 INTANGIBLE ASSETS Patents and Trademarks, net of accumulated amortization of $320 thousand and $292 thousand as of December 31, 2020 and December 31, 2019, respectively 293 219 Capitalized Software Costs, net of accumulated amortization of $20 thousand and $0 as of December 31, 2020 and December 31, 2019, respectively 80 100 TOTAL ASSETS $ 8,774 $ 943 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES Convertible Debt, net of unamortized debt discount $ - $ 298 Derivative Liability - 171 Accounts payable and other accrued expenses 383 422 Accrued Payroll - 119 TOTAL CURRENT LIABILITIES 383 1,010 LONG-TERM LIABILITIES Term Note $ 72 $ - TOTAL LIABILITIES $ 455 $ 1,010 STOCKHOLDERS' EQUITY (DEFICIT) Series A Convertible Preferred Stock, $.001 par value, 37,564,767 shares authorized; 0 shares issued and outstanding as of December 31, 2020 and 0 shares issued and outstanding as of December 31, 2019 - - Series B Convertible Preferred Stock, $.001 par value; 85 shares authorized; 0.85 shares issued and outstanding as of December 31, 2020 and - - December 31, 2019, respectively Common stock, $.001 par value; 675,000,000 authorized; 5,603,888 and 2,239,120 issued, 5,596,877 and 2,232,112 shares outstanding as of December 31, 2020 and December 31, 2019, respectively 6 2 Additional paid in capital 76,099 61,815 Treasury stock as cost (7,011 shares at December 31, 2020 and December 31, 2019) (113 ) (113 ) Accumulated deficit (67,673 ) (61,771 ) STOCKHOLDERS' EQUITY (DEFICIT) 8,319 (67 ) TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 8,774 $ 943 The accompanying notes are an integral part of these financial statements. F- 2 Table of Contents VerifyMe, Inc. Statements of Operations (In thousands, except share data) Year Ended December 31, 2020 December 31, 2019 NET REVENUE Sales $ 343 $ 245 COST OF SALES 62 45 GROSS PROFIT 281 200 OPERATING EXPENSES General and administrative (a) 2,151 1,359 Legal and accounting 324 246 Payroll expenses (a) 704 469 Research and development 19 5 Sales and marketing (a) 651 553 Total Operating expenses 3,849 2,632 LOSS BEFORE OTHER (EXPENSE), NET (3,568 ) (2,432 ) OTHER (EXPENSE) INCOME Interest expenses, net (2,053 ) (97 ) Change in fair value of embedded derivative - 22 Loss on extinguishment of debt (281 ) - TOTAL OTHER EXPENSE, NET (2,334 ) (75 ) NET LOSS $ (5,902 ) $ (2,507 ) LOSS PER SHARE BASIC $ (1.48 ) $ (1.17 ) DILUTED $ (1.48 ) $ (1.17 ) WEIGHTED AVERAGE COMMON SHARE OUTSTANDING BASIC 3,980,202 2,149,112 DILUTED 3,980,202 2,149,112 (a) Includes share-based compensation of $1,345 thousand for the twelve months ended December 31, 2020 and $800 thousand for the twelve months ended December 31, 2019. The accompanying notes are an integral part of these financial statements. F- 3 Table of Contents VerifyMe, Inc. Statements of Cash Flows (In thousands) Twelve Months Ended December 31, 2020 December 31, 2019 CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (5,902 ) $ (2,507 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock based compensation 76 138 Fair value of options in exchange for services 704 423 Fair value of restricted stock awards issued in exchange for services 461 239 Fair value of restricted stock units issued in exchange for services 53 - Fair value of warrants in exchange for services 51 - Loss on Extinguishment of Debt 281 - Amortization of debt discount 1,992 100 Common stock issued for interest expense 61 - Change in Fair Value of Embedded Derivative - (22 ) Amortization and depreciation 98 34 Changes in operating assets and liabilities: Accounts Receivable 50 (51 ) Inventory (24 ) 12 Prepaid expenses and other current assets (145 ) (6 ) Accounts payable and accrued expenses (37 ) 61 Net cash used in operating activities (2,281 ) (1,579 ) CASH FLOWS FROM INVESTING ACTIVITIES Purchase of Patents and Trademarks (103 ) (44 ) Purchase of Equipment for lease (22 ) (177 ) Deposits on Equipment - (51 ) Capitalized Software Costs - (30 ) Net cash used in investing activities (125 ) (302 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from public offering of securities 9,023 - Proceeds from issuance of notes payable 72 - Repayment of bridge financing and early redemption fee (750 ) - Proceeds from convertible debt, net of costs 1,747 461 Net cash provided by financing activities 10,092 461 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 7,686 (1,420 ) CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 253 1,673 CASH AND CASH EQUIVALENTS - END OF PERIOD $ 7,939 $ 253 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid during the period for: Interest $ 1 $ - Income taxes $ - $ - SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES Common Stock issued in relation to conversion of 2020 Debentures and warrant cancellation $ 1,992 $ - Relative fair value of common stock issued in connection with 2020 Debentures $ 34 $ - Relative fair value of warrants issued in connection with 2020 Debentures $ 1,063 $ - Recognition of embedded derivative liability recorded as debt discount $ - $ 193 Beneficial conversion feature in connection with 2020 Debentures $ 650 $ - Common stock issued to settle accrued payroll $ 119 $ - Common Stock issued in relation to convertible debt $ - $ 1 Reclass on deposit for equipment held for lease $ 51 $ - The accompanying notes are an integral part of these financial statements. F- 4 Table of Contents VerifyMe, Inc. Statements of Stockholders' Equity (Deficit) (In thousands, except share data) Series A Series B Convertible Convertible Preferred Preferred Common Stock Stock Stock Additional Number of Number of Number of Paid-In Treasury Accumulated Shares Amount Shares Amount Shares Amount Capital Stock Deficit Total Balance at December 31, 2018 304,778 - 0.85 - 2,045,311 2 60,945 (113 ) (59,264 ) 1,570 Conversion of Series A Convertible Preferred Stock (304,778 ) - - - 121,911 - - - - - Cashless Exercise of Warrants - - - - 1,435 - - - - - Fair value of stock option - - - - - - 423 - - 423 Restricted Stock Awards - - - - 20,000 - 239 - - 239 Common stock issued for services - - - - 23,455 - 138 - - 138 Common stock issued in relation to Bridge Financing - - - - 20,000 - 70 - - 70 Net loss - - - - - - - - (2,507 ) (2,507 ) Balance at December 31, 2019 - - 0.85 - 2,232,112 2 61,815 (113 ) (61,771 ) (67 ) Series A Series B Convertible Convertible Preferred Preferred Common Stock Stock Stock Additional Number of Number of Number of Paid-In Treasury Accumulated Shares Amount Shares Amount Shares Amount Capital Stock Deficit Total Balance at December 31, 2019 - - 0.85 - 2,232,112 2 61,815 (113 ) (61,771 ) (67 ) Fair value of stock options - - - - - - 704 - - 704 Restricted stock awards - - - - 267,500 1 580 - - 581 Restricted Stock Units - - - - 15,000 - 53 - - 53 Fair value of warrants issued for services - - - - - - 51 - - 51 Common stock issued for services - - - - 10,944 - 43 - - 43 Common stock in relation to conversion of 2020 Debentures, interest expense and cancellation of warrants - - - - 19,208 - 67 - - 67 Beneficial conversion feature in connection with 2020 Debentures - - - - - - 650 - - 650 Warrants issued in connection with 2020 Debentures - - - - - - 1,063 - - 1,063 Common Stock in relation to conversion of 2020 Debentures, interest expense and cancellation of warrants - - - - 816,713 1 2,052 - - 2,053 Common stock issued in relation to public offering of securities - - - - 2,254,801 2 9,021 - - 9,023 Cancellation of Common Stock - - - - (19,401 ) - - - - - Net loss (5,902 ) (5,902 ) Balance at December 31, 2020 - - 0.85 - 5,596,877 6 76,099 (113 ) (67,673 ) 8,319 The accompanying notes are an integral part of these financial statements. F- 5 Table of Contents VerifyMe, Inc. Notes to the Financial Statements NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of the Business VerifyMe, Inc. (“VerifyMe,” or the “Company,” “we,” “us,” or “our”) was incorporated in the State of Nevada on November 10, 1999. The Company is based in Rochester, New York and its common stock, par value $0.001 per share, and warrants to purchase common stock are traded on The Nasdaq Capital Market (“Nasdaq”) under the trading symbols “VRME” and “VRMEW,” respectively. The Company is a technology solutions provider specializing in brand protection and supply functions such as counterfeit prevention, authentication, serialization, consumer engagement, track and trace features for labels, packaging and products. Until 2018, the Company primarily engaged in the research and development of its technologies. The Company began to commercialize its covert luminescent pigment, RainbowSecure®, in 2018 and also developed the patented VeriPAS™ software system in 2018, which covertly and overtly serializes products to remotely track a product’s “life cycle” for brand owners. We believe VeriPAS™ is the only invisible covert serialization and authentication solution deployed through variable digital printing on HP Indigo (a division of HP Inc.) printing systems with a smartphone tracking and authentication system. VeriPAS™ is capable of fluorescing, decoding, and verifying invisible RainbowSecure® codes in the field – designed to allow investigators to quickly and efficiently authenticate products throughout the distribution chain, including warehouses, ports of entry, retail locations, and product purchased over the Internet for inspection and investigative actions. This technology is coupled with a secure cloud-based track and trace software engine which allows brands and investigators to monitor the complete supply chain from product origination to the end user utilizing geo location mapping and intelligent programable alerts. Brand owners can then set rules of engagement, gather rich business intelligence, establish marketing programs for customer engagement and control and monitor and protect their products’ “life cycle.” We have derived minimal revenue from our VeriPAS™ software system and have derived limited revenue from the sale of our RainbowSecure® technology. The Company’s activities are subject to significant risks and uncertainties, including the need to secure additional funding for working capital and to further develop the Company’s intellectual property. Reverse Stock Split On June 17, 2020, the Company filed a Certificate of Amendment to the Company’s Amended and Restated Articles of Incorporation, as amended, with the Nevada Secretary of State to effect a 50-to-1 reverse stock split of the Company’s issued and outstanding common stock and treasury stock, effective on June 18, 2020 (the “Reverse Stock Split”). The Reverse Stock Split did not affect the total number of shares of common stock or preferred stock that the Company is authorized to issue. The accompanying financial statements and notes to the financial statements give retroactive effect to the Reverse Stock Split for all periods presented, unless otherwise specified. Basis of Presentation The accompanying financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Fair Value of Financial Instruments The Company’s financial instruments consist of accounts receivable, accounts payable and accrued expenses, secured convertible debentures, embedded derivative liability and warrant liability. The carrying value of accounts receivable, accounts payable and accrued expenses approximate their fair value because of their short maturities. The Company believes the carrying amount of its notes payable approximate fair value based on rates and other terms currently available to the Company for similar debt instruments. The Company follows FASB ASC 820, “Fair Value Measurements and Disclosures,” and applies it to all assets and liabilities that are being measured and reported on a fair value basis. The statement requires that assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories: Level 1: Quoted market prices in active markets for identical assets or liabilities Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data F- 6 Table of Contents VerifyMe, Inc. Notes to the Financial Statements Level 3: Unobservable inputs that are not corroborated by market data The level in the fair value within which a fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. Cash and Cash Equivalents For purposes of reporting cash flows, the Company considers all cash accounts, which are not subject to withdrawal restrictions or penalties, and certificates of deposit and commercial paper with original maturities of 90 days or less to be cash or cash equivalents. Accounts Receivable Trade accounts receivable are periodically evaluated for collectability based on past credit history with customers and their current financial condition. Bad debts expense or write offs of receivables are determined on the basis of loss experience, known and inherent risks in the receivable portfolio and current economic conditions. If the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their ability to make payments, such allowances may be required. The Company recognized $0 and $0 for allowance for doubtful accounts as of December 31, 2020 and 2019, respectively. Concentration of Credit Risk Involving Cash and Cash Equivalents The Company’s cash and cash equivalents are held at one financial institution. At times, the Company’s deposits may exceed Federal Deposit Insurance Corporation (FDIC) coverage limits. The Company has not experienced any losses from maintaining cash accounts in excess of federally insured limits. Inventory Inventory principally consists of canisters and pigments and is stated at the lower of cost (determined by the first-in, first-out method) or net realizable value. Equipment for Lease Equipment for lease principally consists of costs associated with the development, certification and production of the VerifyMe Beeper and the VeriPAS™ Smartphone Authenticator technology. These technologies are leased to customers typically for a period of one year in length with automatically renewable leases cancellable by either party by written notice provided 90 days in advance. We examined the effect of Accounting Standards Update (“ASU”) No. 2016-02- “Lease (Topic 842)” and determined the impact is not material. Our policy is to capitalize the costs related to this equipment and depreciate on a straight-line basis over the estimated lives of the equipment which was determined to be 5 years. There is $50 thousand in depreciation for the year ended December 31,2020 and $0 for the year ended December 31, 2019 as the equipment became available at the end of 2019. Capitalized Software Costs incurred in connection with the development of software related to our proprietary digital products are accounted for in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification ("ASC") 985 “Costs of Software to Be Sold, Leased or Marketed.” Costs incurred prior to the establishment of technological feasibility are charged to research and development expense. Software development costs are capitalized after a product is determined to be technologically feasible and is in the process of being developed for market. Amortization of capitalized software development costs begins once the product is available to the market which started in January 2020. Capitalized software development costs are amortized over the estimated life of the related product, generally five years, using the straight-line method. The Company will evaluate its software assets for impairment whenever events or change in circumstances indicate that the carrying amount of such assets may not be recoverable. During the years ended December 31, 2020 and 2019, the Company capitalized $0 and $30 thousand, respectively, for capitalized software. The Company’s capitalized software became available at the beginning of 2020. The Company recorded $20 thousand and $0 amortization for capitalized software for the year ended December 31, 2020 and December 31, 2019, respectively. Long-Lived Assets The Company evaluates the recoverability of its long-lived assets in accordance with ASC 360 “Property, Plant, and Equipment.” The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets are measured by a comparison of the carrying amount of an asset to future cash flows expected to be generated by the asset, undiscounted and without interest or independent appraisals. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the assets. F- 7 Table of Contents VerifyMe, Inc. Notes to the Financial Statements Related Parties Related parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. During the year ended December 31, 2020 and December 31, 2019, the Company did not incur any charges related to related parties. During the year, four directors and an entity in which one officer of the Company is a majority owner, participated in our 2020 Debenture offering, and two directors purchased securities in the Company’s June 2020 underwritten public offering, see Note 5 – Convertible Debt and Note 8 – Stockholder’s Equity, respectively. Derivative Instruments The Company evaluates its convertible debt, preferred stock, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguish by Liabilities from Equity” (FASB ASC 480), and FASB ASC 815, “Derivatives and Hedging” (“FASB ASC 815”). The result of this accounting treatment is that the fair value of the embedded derivative, if required to be bifurcated, is marked-to-market at each balance sheet date and recorded as a liability. The change in fair value is recorded in the Statement of Operations as a component of other income or expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified as liabilities at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date. Sequencing As of September 19, 2019, the Company adopted a sequencing policy whereby all equity-linked instruments issued prior to the closing of the $600 thousand secured convertible debentures on September 19, 2019 may be classified as equity and all future equity-linked instruments may be classified as a derivative liability with the exception of instruments related to stock-based compensation issued to employees or directors. As of March 6, 2020, the Company redeemed the secured convertible debentures issued as of September 19, 2019 and as a result abandoned the sequencing policy previously adopted, so that all equity-linked instruments going forward may be classified as equity. Revenue Recognition The Company accounts for revenues according to ASC Topic 606, “ Revenue from Contracts with Customers” which establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity's contracts to provide goods or services to customers. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: · identify the contract with a customer; · identify the performance obligations in the contract; · determine the transaction price; · allocate the transaction price to performance obligations in the contract; and · recognize revenue as the performance obligation is satisfied. During the year ended December 31, 2020, the Company’s revenues were primarily made up of revenue generated from printing labels with the Company’s technology. F- 8 Table of Contents VerifyMe, Inc. Notes to the Financial Statements Income Taxes The Company follows FASB ASC 740, “Income Taxes,” when accounting for income taxes, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually for temporary differences between the financial statements and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities. Tax years from 2016 through 2019 remain subject to examination by major tax jurisdictions. Stock-based Compensation The Company accounts for stock-based compensation under the provisions of FASB ASC 718, “Compensation—Stock Compensation”, which requires the measurement and recognition of compensation expense for all stock-based awards made to employees and directors based on estimated fair values on the grant date. The Company estimates the fair value of stock-based awards on the date of grant using the Black-Scholes model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods using the straight-line method. The Company accounts for stock-based compensation awards to non-employees in accordance with ASU No. 2018-07, Compensation – Stock Based Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”), which aligns accounting for share-based payments issued to nonemployees to that of employees under the existing guidance of Topic 718, with certain exceptions. This update supersedes previous guidance for equity-based payments to nonemployees under Subtopic 505-50, Equity – Equity-Based Payments to Non-Employees. All issuances of stock options or other equity instruments to non-employees as consideration for goods or services received by the Company are accounted for based on the fair value of the equity instruments issued. Non-employee equity-based payments are recorded as an expense over the service period, as if the Company had paid cash for the services. At the end of each financial reporting period, prior to vesting or prior to the completion of the services, the fair value of the equity-based payments will be re-measured and the non-cash expense recognized during the period will be adjusted accordingly. Since the fair value of equity-based payments granted to non-employees is subject to change in the future, the amount of the future expense will include fair value re-measurements until the equity-based payments are fully vested or the service completed. Advertising Costs Advertising costs are expensed as incurred. Advertising costs were $3 thousand and $6 thousand for the years ended December 31, 2020 and 2019, respectively, and are included in Sales and Marketing on the Statement of Operations. Research and Development Costs In accordance with FASB ASC 730, research and development costs are expensed when incurred. Research and development costs for the years ended December 31, 2020 and 2019 were $19 thousand and $5 thousand , respectively. Basic and Diluted Net Income per Share of Common Stock The Company follows FASB ASC 260, “Earnings Per Share,” when reporting Earnings Per Share resulting in the presentation of basic and diluted earnings per share. Because the Company reported a net loss for each of the years presented, common stock equivalents, including preferred stock, stock options and warrants were anti-dilutive; therefore, the amounts reported for basic and diluted loss per share were the same. F- 9 Table of Contents VerifyMe, Inc. Notes to the Financial Statements For the years ended December 31, 2020 and 2019, there were shares potentially issuable, that could dilute basic earnings per share in the future that were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive to the Company’s losses during the years presented. For the year ended December 31, 2020, there were approximately 4,397,000 anti-dilutive shares consisting of 474,000 shares issuable upon exercise of options, 3,779,000 shares issuable upon exercise of warrants, and 144,000 shares issuable upon conversion of preferred stock. For the year ended December 31, 2019 there were approximately 1,022,000 anti-dilutive shares consisting of 439,000 anti-dilutive shares relating to warrants, 358,000 relating to options, 144,000 relating to preferred share agreements and 80,000 relating to convertible debentures. Liquidity On August 27, 2014, FASB issued Accounting Standards Update (“ASU”) 2014-05, Disclosure of Uncertainties about an Entity’s ability to Continue as a Going Concern (“ASU 2014-05”), which requires management to assess a company’s ability to continue as a going concern within one year from financial statement issuance and to provide related footnote disclosures in certain circumstances. The accompanying financial statements and notes have been prepared assuming the Company will continue as a going concern. During the year ended December 31, 2019 the Company suffered from recurring losses from operations and negative cash flows from operations, resulting in a need for, among other things, capital resources. As of December 31, 2019, the Company had cash of $253 thousand and disclosed that its ability to continue as a going concern was predicated on the Company’s ability to raise capital and to sustain adequate working capital to finance its operations. During the year ended December 31, 2020 the Company participated in an underwritten public offering and raised approximately $10.0 million in gross proceeds, and $9,023 thousand in net proceeds after deducting discounts and commissions and other offering expenses. The Company met and exceeded those predications thus mitigating any substantial doubt about the Company’s ability to continue as a going concern as defined by ASU 2014-05 and its ability to satisfy the estimated liquidity needs for the twelve months from the issuance of the financial statements. NOTE 2 – EQUIPMENT FOR LEASE During the years ended December 31, 2020 and 2019, the Company capitalized $73 thousand (including a $51 thousand deposit made in fiscal 2019) and $177 thousand, respectively, in connection with the certification and production of the VerifyMe Beeper and the VeriPAS™ Smartphone Authenticator technology. The Company will depreciate the equipment for lease over its useful life of five years. As the equipment became available at the end of 2019, there is $50 thousand depreciation in the year ending December 31, 2020 and $0 depreciation in the year ending December 31, 2019. Depreciation expense for equipment for lease was $50 thousand and $0, for the years ended December 31, 2020 and December 31, 2019, respectively, and is included in general and administrative expense in the accompanying Statements of Operations. NOTE 3 – PATENTS AND TRADEMARKS As of December 31, 2020, the Company’s patent and trademark portfolios consisted of eleven granted U.S. patents and one granted European patent validated in four countries, six pending U.S. and three foreign patent applications, six registered U.S. trademarks, seven registered foreign registrations, including two in Europe and one each in Australia, Colombia, Japan, Mexico, and Singapore, and four pending U.S. and foreign trademark applications. In January 2020, the Company received a Notice of Allowance for the U.S. patent application for the dual code authentication process relating to the Company’s invisible QR code and smartphone reading system titled “Dual code authentication process.” This application was issued as U.S. Patent No. 10,614,350 in April 2020. Additionally, the Company received a Notice of Allowance for the U.S. Patent Application titled “Device and method for authentication” in June 2020, and this application was issued as U.S. Patent No. 10,783,734 in September 2020. The Company’s issued patents expire between the years 2021 and 2038. Costs associated with the registration, prosecution and legal defense of the patents have been capitalized and are amortized on a straight-line basis over the estimated lives of the patents which were determined to be 17 to 19 years. During the years ended December 31, 2020 and 2019, the Company capitalized $103 thousand and $44 thousand, respectively, for patent costs and trademarks. Amortization and impairment expense for patents and trademarks was $28 thousand and $34 thousand for the years ended December 31, 2020 and 2019, respectively. F- 10 Table of Contents VerifyMe, Inc. Notes to the Financial Statements NOTE 4 – INCOME TAXES The reconciliation of income tax expense computed at the U.S. federal statutory rate to the income tax provision for the years ended December 31, 2020 and 2019 is as follows (in thousands) : Year Ended December 31 US 2020 2019 Income before income taxes $ (5,902 ) $ (2,508 ) Taxes under statutory US tax rates (1,239 ) (527 ) Increase (decrease) in taxes resulting from: Increase (decrease) in valuation allowance 731 529 All other 707 72 State taxes (199 ) (74 ) Income tax expense $ - $ - The increase in the Company's net increase in the valuation allowance was caused by continued net operating losses from ongoing operations. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and amounts used for income tax purposes. Significant components of the Company's deferred tax assets and liabilities consist of the following (in thousands): December 31, 2020 2019 US Net operating loss $ 9,230 $ 8,545 Share based compensation 782 725 Reserves and accruals (9 ) 2 Gross deferred tax assets $ 10,003 $ 9,272 Less valuation allowance (10,003 ) (9,272 ) Total deferred tax assets $ - $ - Deferred tax liabilities: Total deferred tax liabilities - - Net deferred tax assets / (liabilities) $ - $ - As of December 31, 2020, the Company had federal and state net operating loss carry forwards of $40.3 million and $14.4 million, respectively that may be offset against future taxable income, subject to limitation under Internal Revenue Code of 1986, as amended (“IRC”) Section 382, which begin to expire in 2021. No tax benefit has been reported in the December 31, 2020 due to the uncertainty surrounding the realizability of the benefit, based on a more likely than not criteria and in consideration of available positive and negative evidence. Utilization of the net operating losses (NOL) carryforwards may be subject to a substantial annual limitation due to ownership change limitations that may have occurred or that could occur in the future, as required by Section 382 of the IRC, as well as similar state provisions. These ownership changes may limit the amount of NOL carryforwards that can be utilized annually to offset future taxable income. In general, an “ownership change” as defined by Section 382 of the IRC results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percentage points of the outstanding stock of a company by certain stockholders. At the time of closing the books, the Company had not yet completed a study to determine the extent of the limitation. The Company applied the "more-likely-than-not" recognition threshold to all tax positions taken or expected to be taken in a tax return, which resulted in no unrecognized tax benefits as of December 31, 2020 and December 31, 2019, respectively. The Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had no accrual for interest and penalties on the balance sheets and has not recognized interest and/or penalties in the Statements of Operations loss for the years ended December 31, 2020 and 2019. F- 11 Table of Contents VerifyMe, Inc. Notes to the Financial Statements The Company is subject to taxation in the United States and various state jurisdictions. The Company’s tax years from inception are subject to examination by the United States and state taxing authorities due to the carryforward of unutilized NOLs. There are no taxes payable as of December 31, 2020 or December 31, 2019. NOTE 5- CONVERTIBLE DEBT December 31, 2020 December 31, 2019 Convertible Debentures, due September 18, 2020: Principal value $ - $ 600 Debt discount - (402 ) Amortization of Debt Discount - 100 Carrying value of convertible notes - 298 Total short-term carrying value of Convertible Debentures $ - $ 298 Embedded Derivative Liability: Fair value of derivative liability, December 31, 2019 $ 171 $ 193 Change in fair value of derivative liability - (22 ) Gain on extinguishment of Debt (171 ) - Fair value of derivative liability, December 31, 2020 $ - $ 171 On September 19, 2019, we completed the closing of $600 thousand of secured convertible Debentures (the “2019 Debentures”) for gross proceeds of $540 thousand after original issue discounts. As of September 18, 2019 (the “Effective Date”), we entered into two substantially identical securities purchase agreements (the “Securities Purchase Agreements”) with two purchasers (the “Purchasers”), which provided for the issuance of up to an aggregate of $1.2 million in principal amount of 2019 Debentures (the “Bridge Financing”) of which the first tranche of $600 thousand has been issued. The Securities Purchase Agreements provided for the issuance of the 2019 Debentures due one year from the dates of issuance in two $600 thousand tranches: the first tranche as described above, and the second tranche, at the discretion of the Purchasers and us, to occur any time after November 17, 2019. If, at any time after November 17, 2019, the Purchasers elect not to consummate the closing of the second tranche, then we may raise up to $600 thousand from additional investors (including our affiliates) who will have a security interest on a pari passu basis with the Purchasers in the first tranche, so long as such investors agree not to convert the securities received until the Purchasers in the first tranche have completely converted the 2019 Debentures or been fully repaid. In connection with the Bridge Financing, each of the Purchasers received commitment fees of $5 thousand and 500,000 restricted shares (the “Commitment Shares”) of our common stock. The placement agent for the 2019 Debentures received a cash fee of 8% of the gross proceeds received at each closing and was entitled to receive warrants convertible into shares of common stock until May 2020 when the placement agent waived its right to receive the warrants. The 2019 Debentures contained provisions that entitled each Purchaser, at any time, to convert all or any portion of the outstanding principal amount of its 2019 Debenture(s) plus any accrued interest into restricted shares of common stock. If the Company consummated a public offering within 180 calendar days of the Effective Date, then the conversion price would be the lesser of (a) $7.50 or (b) 70% multiplied by the price per share of the common stock we issued in the public offering (the “QPI Discounted Price”), subject to further adjustment as provided in the 2019 Debentures as well as subject in each case to equitable adjustments resulting from any stock splits, stock dividends, recapitalizations or similar events. Further, if the Company consummated a public offering of common stock which resulted in us receiving gross proceeds of at least $5 million within 180 calendar days of the Effective Date then we would have been obligated to repay the outstanding amounts owed under the 2019 Debentures, to the extent they were not converted and including the applicable redemption premium then in effect, within three days of consummation of such an offering. If any portion of the 2019 Debentures was outstanding on the 181 st calendar day after the Effective Date, then the conversion price would equal the lesser of (a) $7.50, (b) the QPI Discounted Price, or (c) 70% of the lowest volume-weighted average price (as reported by Bloomberg LP) of the common stock on any trading day during the 20 trading days immediately preceding the date of conversion of the 2019 Debentures (provided, further, that if either we are not DWAC operational at the time of conversion, the common stock is traded on the OTC Pink at the time of conversion, or the conversion price was less than $0.50 per share, then 70% would automatically adjust to 60%). So long as no event of default had occurred and was continuing under the 2019 Debentures, the Company could at our option call for redemption all or part of the 2019 Debentures prior to the maturity date, upon not more than two calendar days written notice, for an amount equal to: (i) if the redemption date was 90 calendar days or less from the date of issuance of the 2019 Debentures, 110% of the sum of the principal amount; (ii) if the redemption date was greater than or equal to 91 calendar days from the date of issuance of the 2019 Debentures and less than or equal to 150 calendar days from the date of issuance of the 2019 Debentures, 120% of the sum of the principal amount; (iii) if the redemption date was greater than or equal to 151 calendar days from the date of issuance of the 2019 Debentures and less than or equal to 180 calendar days from the date of issuance of the 2019 Debentures, 125% of the sum of the principal amount; and (iv) if either (1) the 2019 Debentures were in default but the holder consents to the redemption notwithstanding such default or (2) the redemption date was greater than or equal to 181 calendar days from the date of issuance of the 2019 Debentures, 130% of the sum of the principal amount. F- 12 Table of Contents VerifyMe, Inc. Notes to the Financial Statements The 2019 Debentures included an adjustment provision that, subject to certain exceptions, would reduce, at the Purchaser’s option, the conversion price if we issued common stock or common stock equivalents (including in variable rate transactions) at a price lower than the then-current conversion price of the 2019 Debentures. Any reverse stock split of our outstanding shares would also have resulted in an adjustment of the conversion price of the 2019 Debentures. The conversion option, the QPI put and the put that were exercisable upon certain financing events are embedded derivatives that are collectively bifurcated at fair value, with subsequent changes in fair value recognized in the Statement of Operations. The fair value estimate is a Level 3 measurement as defined by ASC Topic 820, Fair Value Measurements and Disclosures, as it is based on significant inputs not observable in the market. The Company estimated the fair value of the monthly payment provision using a Monte Carlo Simulation, with 10,000 trials, with the following key inputs: December 31, 2020 December 31, 2019 Stock price - $3.50 - $5.00 Terms (years) - 0.72 – 1.00 Volatility - 153.9% - 195.7% Risk-free rate - 1.60% - 1.87% Probability of QPI - 50% As of December 31, 2020, the Company’s warrants issuable to the Company’s placement agent in relation to the 2019 Debentures were treated as derivative liabilities and changes in the fair value were recognized in earnings. These common stock purchase warrants did not trade on an active securities market, and as such, the Company estimated the fair value of these warrants using the Black-Scholes method and the following assumptions: December 31, 2020 December 31, 2019 Closing trade price of Common Stock $ - $ 3.50 Intrinsic value of conversion option per share $ - $ 3.50 December 31, 2020 December 31, 2019 Annual Dividend Yield - 0.0% Expected Life (Years) - 5 Risk-Free Interest Rate - 1.68%-1.69% Expected Volatility - 445.01%-453.08% Expected volatility was based primarily on historical volatility. Historical volatility was computed using daily pricing observations for recent periods. The Company believes this method produced an estimate that was representative of the Company’s expectations of future volatility over the expected term of these warrants. The Company had no reason to believe future volatility over the expected remaining life of these warrants was likely to differ materially from historical volatility. The expected life was based on the remaining contractual term of the warrants. The risk-free rate was based on the U.S. Treasury rate that corresponded to the expected term of the warrants. The Company recorded a total of $402 thousand debt discount upon the closing of the 2019 Debentures, including $171 thousand fair value of the embedded derivative liability, $70 thousand fair value of the common stock issued, $79 thousand of direct transaction costs incurred, $22 thousand related to warrants issuable to the placement agent, and $60 thousand original issue discount. The debt discount is amortized to interest expense over the term of the loan. Amortization of the debt discount associated with the 2019 Debentures was $100 thousand for the year ended December 31, 2019 and was included in interest expense in the Statements of Operations. The 2019 Debentures were fully redeemed on February 26, 2020 for a face value of $600 thousand and an early redemption fee of $150 thousand resulting in a $281 thousand loss on extinguishment of debt included in the Statement of Operations. F- 13 Table of Contents VerifyMe, Inc. Notes to the Financial Statements On March 6, 2020, the Company completed the offering of $1,992 thousand of senior secured convertible debentures (the “2020 Debentures”) and raised $1,992 thousand in gross proceeds from the sale of the 2020 Debentures and 2020 Warrants (defined below). Of this amount, $330 thousand was received from four directors and an entity in which one officer of the Company is a majority owner and co-manager. The Company received $1,747 thousand after deducting direct transaction costs. The Company used $750 thousand of the net proceeds to redeem the existing 2019 Debentures prior to maturity, with a face value of $600 thousand and an early redemption fee of $150 thousand. The 2020 Debentures were due eighteen months following issuance as follows; $932 thousand on August 26, 2021, $910 thousand on August 28, 2021 and $150 thousand on September 6, 2021. The Company’s capital structure after the closing had no outstanding variably-priced convertible instruments on its Balance Sheets. The 2020 Debentures were secured by a blanket lien on all assets of the Company until such time the 2020 Debentures were paid in full or converted in full. The 2020 Debentures were automatically convertible into shares of the Company’s common stock upon the earliest to occur of (i) the commencement of trading of the common stock on the Nasdaq, New York Stock Exchange or NYSE American (an “Uplist”) at the Uplist Conversion Price (defined below); or (ii) at any time the minimum bid price of the common stock exceeded $25.00 per share for twenty (20) consecutive trading days and the average trading volume during the 10 trading days prior to the conversion was at least 2,000 shares and the shares were registered under an effective registration statement or the shares were salable under Rule 144 (“Rule 144”) of the Securities Act of 1933, as amended. The “Uplist Conversion Price” was the lesser of $4.00 or a 30% discount to the public offering price a share of common stock was offered to the public in a securities offering resulting in the listing of the common stock on the Nasdaq, New York Stock Exchange or NYSE American. The 2020 Debentures were convertible, at any time, at the option of the holder, into shares of common stock, at a fixed conversion price equal to $4.00 per share. The embedded conversion feature was not determined to be a derivative that required bifurcation pursuant to FASB ASC 815, “Derivatives and Hedging” (“ASC 815”), but was determined to be a beneficial conversion feature that required recognition within equity on the commitment date. The beneficial conversion feature was recognized at its intrinsic value on the commitment date, limited to the proceeds allocated to the convertible debt. As such, the Company recorded $650 thousand within additional paid-in-capital on the Balance Sheets for the beneficial conversion feature identified. The debt discount arising from recognition of the beneficial conversion feature was amortized as interest expense over the term of the convertible debt. In connection with the issuance of the 2020 Debentures, the Company also issued warrants (“2020 Warrants”) to purchase 498,000 shares of common stock. Each 2020 Warrant had a three-year (3) term and was immediately exercisable at an exercise price of $7.50 per share. If at any time after six months following the issuance date and prior to the expiration date the Company failed to maintain an effective registration statement (the “Registration Statement”) with the SEC covering the resale of the shares of common stock underlying the 2020 Warrants, the 2020 Warrants could have been exercised by means of a “cashless exercise,” until such time as there was an effective Registration Statement. Each 2020 Warrant contained customary adjustment provisions in the event of a stock split, reverse stock split or recapitalization. 2020 Warrants for 82,500 shares were issued to four directors and an entity in which one officer of the Company is a majority owner. The 2020 Warrants were determined to meet equity classification pursuant to FASB ASC 480, “Distinguish by Liabilities from Equity” and ASC 815. As such, the relative fair value of the 2020 Warrants was recorded as additional paid in capital on the Balance Sheets, which was determined to be $1,063 thousand , on the issuance date. The debt discount arising from recognition of the 2020 Warrants was amortized as interest expense over the term of the convertible debt. On June 22, 2020, the Company cancelled the 2020 Warrants for twenty-three of the twenty-five warrant holders and issued to the holders of the cancelled 2020 Warrants an aggregate of 179,200 shares of common Stock. Of this amount, 33,000 shares of common stock were issued to four directors and an entity in which one officer of the Company is a majority owner and co-manager. 2020 Warrants to purchase an aggregate of 81,700 shares of common stock at an exercise price of $4.59 per share remain outstanding. Also, on such date, the 2020 Debentures were automatically converted into an aggregate of 637,513 shares of common stock and warrants to purchase 573,479 shares of common stock. Of this amount, 105,567 shares of common stock and warrants to purchase 105,567 shares of common stock were issued to four directors and an entity in which one officer of the Company is a majority owner and co-manager. See Note 9 – Stock Options, Restricted Stock and Warrants. In connection with the 2020 Debentures, the Company entered into an agreement with a non-exclusive financial advisor and placement agent for a term of twelve months commencing in January 2020. Upon execution of the agreement, the Company issued 5,000 fully vested restricted shares of the Company’s common stock and recorded $33 thousand included in general and administrative expense in the accompanying Statements of Operations. On March 6, 2020, in connection with this agreement a cash compensation of $153 thousand was made by the Company and an additional 12,285 shares of the Company’s common stock were issued. These amounts were included in the debt discount for the 2020 Debentures noted above. F- 14 Table of Contents VerifyMe, Inc. Notes to the Financial Statements In February 2020, the Company entered into an agreement with a non-exclusive financial advisor and placement agent terminating the later of April 30, 2020 or upon closing a successful private placement. The agreement automatically extended for periods of thirty days until terminated in writing. The Company agreed to pay 10% of the gross proceeds raised by the financial advisor and placement agent and agreed to issue an amount of restricted shares equal to 4% of the total securities sold in the private placement divided by the last reported closing price of the stock on the closing date of the private placement. On March 6, 2020, in connection with this agreement cash compensation of $25 thousand was paid by the Company and 1,923 shares of the Company’s common stock were issued. These amounts were included in the debt discount for the 2020 Debentures noted above. The Company recorded a total of $1,992 thousand debt discount upon the closing of the 2020 Debentures, including the $650 thousand intrinsic value of the beneficial conversion option, $34 thousand relative fair value of the common stock issued to the placement agents, $245 thousand of direct transaction costs incurred and $1,063 thousand related to the 2020 Warrants. The debt discount was amortized to interest expense over the term of the loan. On June 22, 2020, upon the Company’s consummation of the public offering (See Note 8 – Stockholders’ Equity) and the Company’s commencement of trading on Nasdaq, the 2020 Debentures were automatically converted at $3.22, the QPI Discounted Price. As a result, the unamortized debt discount was fully amortized and included in interest expense in the accompanying Statements of Operations. Amortization of the debt discount associated with the 2020 Debentures was $1,992 thousand for the year ended December 31, 2020, and was included in interest expense in the accompanying Statements of Operations. On January 30, 2020 the Company issued an unsecured promissory note payable to a stockholder of the Company with a face value of $75 thousand and an interest rate of 10% per annum payable in full on March 30, 2020, subject to the Company’s right to extend payment until May 29, 2020. On February 28, 2020, the holder of the $75 thousand promissory note which was to become due in March 2020 purchased $80 thousand of the 2020 Debentures and 2020 Warrants, which was paid by exchanging the promissory note and paying an additional $5 thousand . This is included in the $1,992 thousand gross proceeds raised. Interest expense in relation to the unsecured promissory note of $1 thousand was recorded for the year ended December 31, 2020. NOTE 6 – TERM NOTE On May 17, 2020, the Company entered into a paycheck protection program term note for $72 thousand (the “SBA Loan”) with PNC Bank, N.A. under the recently enacted Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) pursuant to the Paycheck Protection Program (the “PPP”), which is administered by the U.S. Small Business Administration. The SBA Loan is scheduled to mature on May 17, 2022, bears interest at a rate of 1.00% per annum and is subject to the terms and conditions applicable to loans administered by the U.S. Small Business Administration under the CARES Act. Pursuant to the CARES Act and the PPP, all or a portion of the principal amount of the SBA Loan is subject to forgiveness so long as, over the eight-week period following the receipt by the Company of the proceeds of the SBA Loan, the Company uses those proceeds for payroll costs, payment on rent obligations, utility costs, and costs of certain employee benefits as per Section 1106 of the CARES Act. As of December 31, 2020, the amount outstanding on the SBA Loan was $72 thousand classified as Long-Term Liabilities and included in the accompanying Balance Sheets. NOTE 7 – CONVERTIBLE PREFERRED STOCK The Company is authorized to issue Series A Convertible Preferred Stock, par value of $0.001 per share (the “Series A”) and Series B Convertible Preferred Stock, par value of $0.001 per share (the “Series B”). As of December 31, 2020, there were no shares of Series A outstanding and 0.85 of a share of Series B outstanding convertible into 144,444 shares of common stock. During the years ended December 31, 2020 and 2019, 0 and 304,778 shares of Series A, respectively, were converted into 0 and 121,911 shares of the Company’s common stock, respectively. Each share of Series A and Series B has limited voting rights, is entitled to participate with the common stock on liquidation and holders of Series A and Series B are subject to beneficial ownership limitations. NOTE 8 – STOCKHOLDERS’ EQUITY For the years ended December 31, 2020 and 2019, the Company expensed $53 thousand and $0, respectively, relative to restricted stock units. For the years ended December 31, 2020 and 2019, the Company expensed $461 thousand and $239 thousand, respectively, relative to restricted stock awards. On October 12, 2020, pursuant to the 2020 Plan (See Note 9 – Stock Options, Restricted Stock and Warrants), the Company granted to each of the Company’s Chief Financial Officer, acting Chief Operating Officer, and Chief Technology Officer 5,000 restricted stock units that vested immediately and converted into shares of the Company’s common stock, with a total fair value of $53 thousand. F- 15 Table of Contents VerifyMe, Inc. Notes to the Financial Statements On June 17, 2020, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with Maxim Group LLC, as representative of the underwriters (the “Representative”), for an underwritten public offering (the “Offering”) of an aggregate of 2,173,913 units consisting of one share of the Company’s common stock, and a warrant to purchase one share of common stock at an exercise price equal to $4.60 per share of common stock. The public offering price was $4.60 per unit and the underwriters agreed to purchase 2,173,913 units at an 8.0% discount to the public offering price. The Company granted the Representative a 45-day option to purchase up to 326,087 shares of common stock and/or warrants to purchase up to 326,087 shares of common stock to cover over-allotments, if any. The Offering closed on June 22, 2020 resulting in gross proceeds of $10.0 million, before deducting underwriting discounts and commissions and other offering expenses. Also, on June 22, 2020, the Representative partially exercised its over-allotment option to purchase 50,000 shares of common stock and 325,987 warrants for gross proceeds of $233 thousand . The net proceeds in relation to the Offering and including the over-allotment option were $9,023 thousand . The Company issued 30,000 shares of common stock for consulting services related to the Offering, with a fair value of $125 thousand accounted for in additional paid in capital and included in the accompanying Balance Sheets. Additionally, the Company issued 888 shares of common stock, with a fair value of $4 thousand , to its non-exclusive financial advisor and placement agent as commission for units purchased by an investor in the Offering. Of the 2,173,913 units purchased in the Offering, 17,800 units were purchased by two directors of the Company. Pursuant to the Underwriting Agreement, the Company agreed to issue to the Representative, as a portion of the underwriting compensation payable to the Representative, warrants to purchase up to a total of 173,913 shares of common stock (the “Representative’s Warrants”). The Representative’s Warrants are exercisable at $5.06 per share, are initially exercisable 180 days after the effective date of the Offering and have a term of three years from their initial exercise date. See Note 9 – Stock Options, Restricted Stock and Warrants. In connection to the closing of the Offering and the related automatic conversion of the 2020 Debentures the Company issued 637,513 shares of common stock related to the principal amount outstanding of $1,992 thousand and interest expense of $61 thousand and issued 179,200 shares of common stock related to the cancellation of the 2020 Warrants (see Note 5 – Convertible Debt). In connection to the 2020 Debentures (see Note 5 – Convertible Debt) the Company issued 19,208 restricted shares of common stock to the placement agents in connection with the private placement. On August 5, 2020, the Company issued restricted stock awards for an aggregate of 230,000 shares of restricted common stock to the Company’s directors in consideration of their years of service to the Company that vest in full one-year from the date of grant, subject to the respective director’s continued service as member of the Board of Directors on the vesting date. During the year ended December 31, 2020, $351 thousand was expensed related to these services. In May 2020, the Company rescinded and cancelled an aggregate of 19,401 shares of common stock that the Company had approved for issuance but were not yet issued and outstanding shares. On April 16, 2020, the Company granted Mr. White a restricted stock award of 37,500 restricted shares of the Company’s common stock in lieu of $150 thousand in deferred salary. Of this amount, $119 thousand was accrued in prior years, and the remaining amount was expensed in payroll expenses included in the accompanying Statement of Operations. The restricted stock award vests in full one-year from the date of grant, subject to Mr. White’s continued services as an officer and employee of the Company on the vesting date. During the year ended December 31, 2019, the Company granted a total of 24,000 restricted stock awards to five directors of the Company for their services. The restricted stock awards vest in equal quarterly installments over a one-year period. On February 27, 2019, three directors resigned from the Company’s Board of Directors, effective March 1, 2019. This resulted in a cancellation of 6,400 shares related to the portion of the unvested restricted stock awards these directors had received. On September 18, 2019 a director resigned from the Company’s Board of Directors, effective immediately, resulting in a cancellation of 2,400 related to the portion of unvested restricted stock awards this director had received. In December 2019, the Company issued 4,800 shares of restricted common stock to a director, for joining the Board of Directors. On March 15, 2019, we engaged an advisor to provide consulting services under an Investor Relations and Advisory Agreement (the “Agreement”). Pursuant to the Agreement, we agreed to pay in advance of services a monthly fee of $5 thousand in shares of restricted common stock to the consulting firm for consulting services. The number of shares to be issued will be calculated based on the closing price of our common shares on the first day of each month or the preceding day, if the first were to fall on a weekend or holiday. However, if the stock were to trade below $4.60 per share, the calculation would be based on $4.60. The shares shall not have registration rights, and the shares may be sold subject to Rule 144. During the year ended December 31, 2020, the Company issued 10,944 of restricted common stock for a total expense of $43 thousand related to these services. During the year ended December 31, 2019, the Company issued 5,855 shares of restricted common stock for a total expense of $36 thousand related to these services. F- 16 Table of Contents VerifyMe, Inc. Notes to the Financial Statements Effective July 31, 2019, the Company engaged an advisor to provide consulting services to the Company’s Board of Directors. The Company issued 4,000 shares of restricted common stock during the year ended December 31, 2019 in related to this to this engagement for a value of $19 thousand. Effective July 15, 2019, the Company engaged an advisor for sales and marketing purposes. During the year ended December 31, 2019, the Company issued 13,600 shares of restricted common stock for a value of $83 thousand. On May 29, 2019, a former director completed a cashless exercise of 4,000 warrants and was issued 1,435 shares of the Company’s common stock. See Note 9– Stock Options, Restricted Stock and Warrants. On September 19, 2019, in connection with the Bridge Financing, the Company issued a total of 20,000 restricted shares of common stock with a fair value of $70 thousand. See Note 5 – Convertible Debt. NOTE 9– STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS During 2013, the Company adopted the 2013 Omnibus Equity Compensation Plan (the “2013 Plan”). Under the 2013 Plan, the Company is authorized to grant awards of stock options, restricted stock, restricted stock units and other stock-based awards up to an aggregate of 400,000 shares of common stock. The 2013 Plan is intended to permit certain stock options granted to employees under the 2013 Plan to qualify as incentive stock options. All options granted under the 2013 Plan, which are not intended to qualify as incentive stock options are deemed to be non-qualified stock options. On November 14, 2017, the Executive Committee of the Company’s Board of Directors adopted the 2017 Equity Incentive Plan (the “2017 Plan”) which covered the potential issuance of 260,000 shares of common stock. The 2017 Plan provided that directors, officers, employees, and consultants of the Company were eligible to receive equity incentives under the 2017 Plan at the discretion of the Board or the Board’s Compensation Committee. On August 10, 2020, the Company’s Board of Directors adopted the 2020 Equity Incentive Plan (the “2020 Plan”), subject to stockholder approval, which covers the potential issuance of up to 1,069,110 shares of common stock. On September 30, 2020, the Company’s stockholders approved the 2020 Plan, and upon such approval the 2020 Plan became effective and the 2017 Plan was terminated. Shares of common stock underlying existing awards under the 2017 Plan may become available for issuance pursuant to the terms of the 2020 Plan under certain circumstances. Employees and non-employee directors of the Company or its affiliates, and other individuals who perform services for the Company or any of its affiliates, are eligible to receive awards under the 2020 Plan at the discretion of the Board of Directors or the Board’s Compensation Committee. The 2020 Plan is administered by the Compensation Committee which determines the persons to whom awards will be granted, the number of awards to be granted and the specific terms of each grant, including the vesting thereof, subject to the provisions of the plan. In connection with incentive stock options, the exercise price of each option may not be less than 100% of the fair market value of the common stock on the date of the grant (or 110% of the fair market value in the case of a grantee holding more than 10% of the outstanding stock of the Company). The aggregate fair market value (determined at the time of the grant) of stock with respect to which incentive stock options are exercisable for the first time by any individual during any calendar year (under all plans of the Company and its affiliates) shall not exceed $100 thousand , and the options in excess of $100 thousand shall be deemed to be non-qualified stock options, including prices, duration, transferability and limitations on exercise. The maximum number of shares of common stock that may be issued under the 2020 Plan pursuant to incentive stock options may not exceed, in the aggregate, 1,000,000. The Company issued non-qualified stock options pursuant to contractual agreements with non-employees. Options granted under the agreements are expensed when the related service or product is provided. Determining the appropriate fair value of stock-based awards requires the input of subjective assumptions. The Company uses the Black-Scholes option pricing model to value its stock option awards. The assumptions used in calculating the fair value represent management’s best estimates and involve inherent uncertainties and judgements. F- 17 Table of Contents VerifyMe, Inc. Notes to the Financial Statements The following table presents the weighted-average assumptions used to estimate the fair value of the stock options granted during the years ended December 31, 2020 and 2019: 2020 2019 Risk Free Interest Rate 1.77% 2.14% Expected Volatility 452.88% 436.22% Expected Life (in years) 5.0 5.0 Dividend Yield 0% 0% Weighted average estimated fair value of options during the period $4.61 $12.25 The following table summarizes the activities for the Company’s stock options for the year ended December 31, 2020 and 2019: Options Outstanding Weighted - Average Remaining Aggregate Weighted- Contractual Intrinsic Number of Average Term Value (in 000’) Shares Exercise Price (in years) (1) Balance as of December 31, 2018 372,271 $ 7.00 Granted 30,000 9.00 Forfeited/Cancelled (44,000 ) 17.00 Balance as of December 31, 2019 358,271 $ 5.91 Granted 133,000 3.85 Forfeited/cancelled (17,500 ) 29.07 Balance as of December 31, 2020 473,771 $ 4.48 Vested and Exercisable as of December 31, 2020 463,771 $ 4.36 3.8 $ 97 (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of the Company’s common stock for options that were in-the-money at each respective period. During the years ended December 31, 2020 and 2019, the aggregate intrinsic value of options exercised under the Company’s stock option plans was $97 thousand and $60 thousand , respectively. F- 18 Table of Contents VerifyMe, Inc. Notes to the Financial Statements The following table summarizes the activities for the Company’s unvested stock options for the year ended December 31, 2020 and 2019: Unvested Options Weighted - Average Number of Grant Unvested Options Date Exercise Price Balance December 31, 2018 40,333 $ 9.75 Granted 30,000 3.85 Vested (50,333 ) 4.27 Balance December 31, 2019 20,000 $ 9.75 Granted 133,000 3.85 Vested (143,000 ) 4.27 Balance December 31, 2020 10,000 $ 9.75 Effective January 2020, the Company awarded its Chief Financial Officer incentive stock options exercisable for 4,000 shares of common stock with an exercise price of $3.505 vesting quarterly over a one-year period and expiring on January 7, 2025 with a fair value of $14 thousand. Effective January 2020, the Company awarded four directors non-qualified stock options exercisable for 40,000 shares in the aggregate, for services rendered to the Company in 2019 with an exercise price of $3.505 vesting immediately and expiring on January 7, 2025 with a fair value of $137 thousand. Effective January 2020, the Company awarded five of its directors non-qualified stock options exercisable for 50,000 shares in the aggregate, for services to be rendered to the Company in 2020 with an exercise price of $3.505 vesting quarterly over a one-year period and expiring on January 7, 2025 with a fair value of $171 thousand. On April 16, 2020, the Company approved a three-year extension of the expiration date for certain options previously granted to Patrick White, the Company’s President and Chief Executive Officer and to Norman Gardner, the Company’s Chairman. As a result, 140,000 options previously granted to Mr. White now expire on August 15, 2025 and 90,000 options previously granted to Mr. Gardner now expire on June 28, 2025. All other terms with respect to the option grants remain the same. The Company applied FASB ASC 718, “Compensation—Stock Compensation,” modification accounting and calculated a change in fair value of $154 thousand. On April 16, 2020, the Company awarded a director non-qualified stock options for 3,000 shares of common stock for services rendered to the Company with an exercise price of $4.025 vesting immediately and expiring on April 16, 2025, with a fair value of $12 thousand. On May 27, 2020, the Company awarded two directors non-qualified stock options for an aggregate of 8,000 shares of common stock for services rendered to the Company with an exercise price of $5.295 vesting immediately and expiring on May 27, 2025, with a fair value of $41 thousand. In August 2020, the Company issued options to purchase of 28,000 shares of common stock, that expire eighteen months from the date of grant and have an exercise price of $4.60, for services performed by two sales consultants, with a fair value of $96 thousand. During the year ended December 31, 2019, the Company amended the Consulting Agreement it has with its Chief Operating Officer and granted him options to purchase 20,000 shares of common stock with an exercise price of $9.75 that vest annually in equal increments over a two-year period. Additionally, during the year ended December 31, 2019, the Company amended the Chief Operating Officer’s Consulting Agreement to provide, among other things, for a monthly consulting fee of $15 thousand for services provided and to extend the term of the Consulting Agreement to March 1, 2021. F- 19 Table of Contents VerifyMe, Inc. Notes to the Financial Statements In August 2019, the Company entered into an amendment (the “Amendment”) to the Employment Agreement, dated August 15, 2017, with Patrick White, the Chief Executive Officer of the Company (the “Employment Agreement”), which Employment Agreement automatically renewed on July 16, 2019, effective on August 15, 2019. Pursuant to the Amendment, the term was reduced to one year and Mr. White agreed to defer receipt of sums due him to improve the Company’s liquidity. Mr. White was due to receive $100 thousand on August 15, 2019 representing deferred salary (the “Deferral Amount”) that he had previously agreed to defer over the two years of the initial term of his Employment Agreement. In the Amendment, Mr. White agreed to extend receipt of the Deferral Amount until August 15, 2020. In addition, he agreed to continue deferring 25% of his base salary over the one-year term until August 15, 2020. In connection with entering into the Amendment, the Company granted Mr. White 10,000 five-year fully vested incentive stock options under the Company’s 2017 Plan exercisable at $7.00 per share. During the year ended December 31, 2019, the Company recorded the forfeiture of 44,000 options awarded to employees that are no longer with the Company and whose exercise period has expired. For the years ended December 31, 2020 and 2019, the Company expensed $704 thousand and $423 thousand, respectively, related to the options. As of December 31, 2020, there was $10 thousand unrecognized compensation cost related to outstanding stock options expected to vest over the weighted average of 0.1 years. The following table summarizes the activities for the Company’s warrants for the year ended December 31, 2020 and 2019: Warrants Outstanding Number of Shares Weighted- Average Exercise Price Weighted - Average Remaining Contractual Term in years) Aggregate Intrinsic Value (in 000's) (1) Balance as of December 31, 2018 444,817 $ 15.72 Granted 6,000 7.50 Exercised (4,000 ) 7.50 Cancelled/Forfeited (1,565 ) 3.50 Balance as of December 31, 2019 445,252 $ 15.39 Granted 3,787,991 4.97 Cancelled/Forfeited (454,000 ) 7.50 Balance as of December 31, 2020 3,779,243 $ 5.89 4.0 - Exercisable as of December 31, 2020 3,779,243 $ 5.89 4.0 - (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $3.60 for our common stock on December 31, 2020. F- 20 Table of Contents VerifyMe, Inc. Notes to the Financial Statements All warrants were vested on the date of grant. The Company issued three-year 2020 Warrants to purchase 498,000 shares of common stock to the purchasers of the 2020 Debentures (see Note 5 – Convertible Debt). The 2020 Warrants have an exercise price of $7.50 per share, and may be exercised cashlessly if the Company fails to maintain an effective registration statement at any time beginning six months after issuance. Of this amount, 2020 Warrants to purchase 82,500 shares were issued to four directors and an entity in which one officer of the Company is a majority owner and co-manager. On June 22, 2020, 2020 Warrants to purchase 448,000 shares of common stock were cancelled (including 2020 Warrants for 82,500 shares that had been issued to four directors and an entity in which one officer of the Company is a majority owner and co-manager) and warrants to purchase 573,479 shares of common stock were issued upon closing of the Offering and conversion of the 2020 Debentures, with an exercise price of $4.60 and an expiration term of five years. Of this amount, warrants to purchase 105,567 of shares of common stock were issued to four directors and an entity in which one officer of the Company is a majority owner and co-manager. As a result of the Offering, the per share exercise price for the outstanding but unexercised 2020 Warrants to purchase shares of common stock related to the two warrant holders who did not cancel their 2020 Warrants, has been adjusted from $7.50 to $4.59 and the number of shares of common stock underlying the outstanding but unexercised 2020 Warrants increased from an aggregate of 50,000 to 81,700 shares of common stock. On May 27, 2020, the Company awarded four non-employees warrants to purchase an aggregate of 11,000 shares of common stock for services rendered to the Company with an exercise price of $5.295 vesting immediately and expiring on May 27, 2023, with a fair value of $54 thousand. On June 18, 2020, in connection with the Offering, the Representative provided a partial exercise notice of the over-allotment option to purchase 50,000 additional shares of common stock and additional warrants to purchase 325,987 shares of common stock. On June 22, 2020, in connection with the Offering, the Company issued warrants to purchase 2,499,900 shares of common stock, with a five-year term and an exercise price of $4.60, including the additional warrants pursuant to the over-allotment option exercise noted above. In connection with the Offering, on June 22, 2020 the Company issued warrants to the Representative to purchase up to a total of 173,913 shares of common stock. The Representative’s Warrants are exercisable during the three-year period commencing 180 days from June 22, 2020. The Representative’s Warrants are exercisable at a per share price equal to $5.06 per share with a fair value of $523 thousand netted in additional paid in capital included in the accompanying Balance Sheets. In connection with the Bridge Financing in September 2019, the placement agent for the 2019 Debentures was entitled to receive warrants to purchase 6,000 shares of common stock with an exercise price of $7.50 for a five- year term until May 2020 when the placement agent waived its right to receive the warrants. See Note 5 – Convertible Debt. In May 2019, a former director made a cashless exercise of 4,000 warrants, whereby the warrant holder disposed of 2,565 shares of common stock to the Company as part of this exercise, amounting to an issuance of 1,435 shares of common stock. For the years ended December 31, 2020 and 2019, the Company expensed $51 thousand and $0, respectively, related to warrants. NOTE 10– FAIR VALUE OF FINANCIAL INSTRUMENTS Derivative Liabilities For purposes of determining whether certain instruments are derivatives for accounting treatment, the Company follows the accounting standard that provides guidance for determining whether an equity-linked financial instrument, or embedded feature, is indexed to an entity’s own stock. The standard applies to any freestanding financial instruments or embedded features that have the characteristics of a derivative, and to any freestanding financial instruments that are potentially settled in an entity’s own common stock. F- 21 Table of Contents VerifyMe, Inc. Notes to the Financial Statements Liabilities measured at fair value on a recurring basis are summarized as follows (in thousands): December 31, 2020 December 31, 2019 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Embedded derivative liability related to Debentures $ - $ - $ - $ $ - $ - $ 151 $ 151 Derivative liability related to fair value of warrants - - - - - - 20 20 Total $ - $ - $ - $ $ - $ - $ 171 $ 171 The Company has no assets that are measured at fair value on a recurring basis. There were no assets or liabilities measured at fair value on a non-recurring basis during the year ended December 31, 2020. NOTE 11 – OPERATING LEASES For the year ended December 31, 2020 and 2019, total rent expense under leases amounted to $14 thousand and $15 thousand, respectively. The current lease is for a period less than a year and falls outside of the scope of Lease (Topic 842). As of December 31, 2020, the Company was not obligated under any non-cancelable operating leases. NOTE 12 – MAJOR CUSTOMERS/VENDORS During the year ended December 31, 2020, two customers accounted for 92% of total sales. During the year ended December 31, 2019, two customers accounted for 97% of total sales. Generally, a substantial percentage of the Company's sales has been made to a small number of customers and is typically on an open account basis. During the years ended December 31, 2020 and 2019, the Company purchased 100 % of pigment from one vendor. Additionally, during the years ended December 31, 2020 and 2019, the Company purchased 100% of canisters from one vendor. As of December 31, 2020, two customers accounted for 96% of total accounts receivable. As of December 31, 2019, two customers accounted for 97% of total accounts receivable. NOTE 13 – SUBSEQUENT EVENTS Effective January 1, 2022, the Company approved restricted stock units or restricted stock awards, for each non-employee director, with a grant date fair value equal to $100,000. If the non-employee director serves as a Board committee chair or Lead Independent director, he or she will also receive and an additional award of restricted stock units or restricted stock award with a grant date fair value equal to $25 thousand. These awards will vest in full on the earlier of the one-year anniversary of the date of grant subject to the non-employee director’s continued service on the Board of Directors. In January 2020, a total of 145,010 restricted stock units were issued to five non-employee directors for a fair value of $625 thousand, vesting in one year from the date of issuance. In February 2021, the Company issued 1,087 shares of restricted common stock in relation to investor relation services. On February 9, 2021, the Company entered into an underwriting agreement with Maxim Group LLC (“Maxim”), as the representative of several underwriters pursuant to which the Company agreed to issue and sell to the underwriters in an underwritten public offering an aggregate of 1,650,000 shares of common stock, of the Company at a public offering price of $5.30 per share, less underwriting discounts and commissions. The public offering closed on February 12, 2021 resulting in gross proceeds of $8.7 million and net proceeds of $8.0 million, less underwriting discounts and commissions and other offering expenses. In connection with the public offering that closed on February 12, 2021, the Company granted Maxim a 45-day option to purchase up to 247,500 shares of common stock to cover over-allotments, if any. On February 19, 2021 Maxim partially exercised its over-allotment option to purchase 100,000 shares of common stock for gross proceeds of $530 thousand and net proceeds of $493 thousand, less underwriting discounts and commissions. In March 2021, the Company issued 1,078 shares of restricted common stock in relation to investor relation services. Effective March 1, 2021, the Company amended and restated the Consulting Agreement it has with its Chief Operating Officer. The amended and restated agreement provides among other things, an annual fee of $214,400, a commission of 2% on all gross sales above $500,000, the issuance of 10,000 restricted stock awards and the extension of the expiration date for options previously granted to him to the five-year anniversary of the agreement’s effective date. As a result, 80,000 options previously granted to the Company’s Chief Operating Officer now expire on March 1, 2026. F-22