Item 5. Market for Registrant’s Common Equity
ITEM 5. MARKET
FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Our common stock, par
value $0.001 per share, and warrants to purchase common stock are traded on The Nasdaq Capital Market under the trading symbols “VRME”
and “VRMEW,” respectively.
Common Shareholders
As of March 7, 2022,
we had approximately 1,435 shareholders of record of our common stock. Because many of our
shares of common stock are held by brokers and other institutions on behalf of shareholders, this number is not indicative of the total
number of shareholders represented by these shareholders of record.
Dividends
We have never declared
or paid a cash dividend. At this time, we do not anticipate paying dividends in the foreseeable future. The declaration and payment of
dividends is subject to the discretion of Board and will depend upon our earnings (if any), our financial condition, and our capital requirements.
Nevada law permits a corporation to pay dividends out of earnings or surplus. Accordingly, we cannot pay dividends as a matter of law.
Recent Sales of Unregistered
Securities
In October 2021, the
Company issued 1,087 shares of restricted common stock in relation to investor relation services.
These securities described above
were issued in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities
Act”), as set forth in Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder relative to
transactions by an issuer not involving any public offering, to the extent an exemption from registration was required. The recipients
of the securities described in the transactions above acquired the securities for their own account for investment purposes only and not
with a view to, or for sale in connection with, any distribution thereof.
Use of Proceeds
On June 17, 2020, our Registration Statement on
Form S-1 (File No. 333-234155), as amended (the “Registration Statement”) relating to an underwritten public 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 was declared effective by the SEC. The cash proceeds from the offering
were $9,023 thousand, net of underwriting discounts and commissions of approximately $800 thousand and fees and expenses of approximately
$450 thousand. There has been no material change in the expected use of the net proceeds from the offering, as described in our final
prospectus filed with the SEC on June 19, 2020, pursuant to Rule 424(b)(4). As of December 31, 2020, this offering has terminated.
Share Repurchase Plan
The following table provides information about our share repurchase
activity for the three months ended December 31, 2021
ISSUER PURCHASES OF EQUITY SECURITIES
Period
Total Number of Shares
(or Units) Purchased
Average Price Paid per
Share (or Units)
Total Number of Shares
Purchased as Part of
Publicly Announced Plans
or Programs (1)
Approximate Dollar Value of Shares that
May Yet Be Purchased Under the Plans
or Programs (1)
(In thousands)
10/01/2021-10/31/2021
-
-
-
$ 1,036
11/01/2021-11/30/2021
20,000
$ 3.32
20,000
$ 970
12/01/2021-12/31/2021
59,593
$ 3.27
59,593
$ 775
Total
79,593
$ 3.28
79,593
$ 775
(1) Purchases made pursuant to the Company’s share repurchase program announced on November 17, 2020,
pursuant to which the Company is authorized to purchase up to $1.5 million worth of shares of its common stock. Under the repurchase program,
shares of the Company’s common stock may be repurchased from time to time in open market transactions, in privately negotiated transactions
or otherwise. The timing and the actual number of shares repurchased depend on a variety of factors, including legal requirements, price
and economic and market conditions. The repurchase program may be suspended or discontinued at any time until it expires on August 16,
2021. On August 12, 2021, the Company’s Board of Directors extended the share repurchase program to expire on August 16, 2022. All
other terms and conditions remained the same.
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ITEM 6. [RESERVED]
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.