What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2026-03-31 compared with 2025-03-12 · 23 added, 25 removed, 21 unchanged (70% of the section changed)

FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Our common stock, par

value $0.001 per share, and certain warrants to purchase common stock are traded on The Nasdaq Capital Market under the trading symbols

“VRME” and “VRMEW,” respectively.

MARKET FOR REGISTRANT’S

COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES.

Our common stock, par value $0.001 per share is,

traded on Nasdaq under the trading symbol “VRME”.

Common Shareholders

As of February

27, 2 025, we had approximately 1,441 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.

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.

As of March 23, 2026, we had approximately 1,421

stockholders of record of our common stock.

Because many of our shares of common stock are held by brokers and other institutions on behalf

of stockholders, this number is not indicative of the total number of stockholders represented by these stockholders of record.

We have never declared or paid a cash dividend.

Pursuant to the Merger Agreement, we may, but have no obligation to, declare, set aside, and pay on or after the closing date of the Merger

a cash dividend to holders of our capital stock insomuch as any dividend does not make us unable to comply with the closing net cash requirement

set forth in the Merger Agreement.

We cannot be certain what our cash balance will be at the closing of the Merger and whether there will

be any amount above the closing net cash requirement set forth in the Merger Agreement available to be issued as a dividend.

dividend can be declared, our Board of Directors has no obligation and is not required to declare a dividend by the Merger Agreement.

Our Board of Directors currently anticipates declaring a cash dividend prior to the closing of the Merger The declaration and payment

of dividends is subject to the discretion of our Board of Directors 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.

Unregistered Sale of Equity Securities

On December 31, 2024,

the Company issued 60,000 shares of common stock for services rendered to the Company pursuant to a Consulting Agreement between the Company

and Pentant LLC, effective November 15, 2023, as amended June 30, 2024 (the “Consulting Agreement”).

The securities issued

pursuant to the Consulting Agreement were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities

Act of 1933, as amended, for transactions not involving a public offering.

Share Repurchase Plan

17 unchanged sentences

12/01/2025-12/31/2025

(1) Effective December 6, 2023, the Company’s Board of Directors approved a new share repurchase

program to allow the Company to spend up to $0.5 million to repurchase shares of its common stock, so long as the price does not

exceed $1.00 until December 14, 2024.

On November 20, 2024, the Company’s Board of Directors approved to extend the share repurchase

authorization through December 31, 2025.

(1) In December 2023, the Company’s Board of Directors approved a share repurchase program to allow

the Company to spend up to $0.5 million to repurchase shares of its common stock so long as the price does not exceed $1.00 until December

On November 26, 2024, the Company approved an extension of the $0.5 million share repurchase program to repurchase shares of

the Company’s common stock through December 31, 2025.

The share repurchase program expired on December 31, 2025.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity