Is VRME diluting shareholders?

Read three numbers together: shares outstanding over time (13.2M as of 2026-08-07), warrants that can convert into new shares (15.4M reported), and how much cash runway remains. A company short on cash with live registrations is structurally likely to issue shares.

Where do these numbers come from?

SEC EDGAR only: the XBRL company-facts API for shares, warrants and cash, and filing metadata for registrations and pricings. Every figure shows its source form, and nothing here is estimated by us beyond the arithmetic stated next to it.

Why might a warrant tranche be missing from the table?

The tranche table is built from the dimensions the company tagged in its own 10-Q or 10-K XBRL. A tranche the filer chose not to dimension does not appear, and its absence proves nothing: the exhibits remain the ground truth. Everything shown carries the filing it came from.

Dilution profile // every instrument, one screen, from SEC filings

VerifyMe, Inc. (VRME)

CIK 1104038 · all EDGAR filings →

Overall dilution risk

HIGHworst of 4 computed signals (offering ability)

= the worst band among the computed sub-ratings, no hidden weighting

Offering ability

HIGHS-3 on file 2025-01-28

= is there a registration (S-1/S-3 family) on file without a later withdrawal

no structured fee data on the live registrations, so this is a yes/no, not a size

Overhead supply

HIGHwarrants = 117% of O/S

= warrant shares outstanding divided by current shares outstanding (bands: 20% / 50%)

warrants only; converts, ATMs and equity lines are not in free structured data, so the true overhead is AT LEAST this

Historical dilution

MEDIUM+32% O/S in 3y

= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative

a reverse-split-sized cliff is in this window; read the chart

Cash need

LOWoperating cash flow positive

= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

Latest: 13.2M shares as of Aug 7, 2026 (10-Q). Share count fell from 307.6M to 5.5M between May 11, 2015 and Aug 14, 2015, a pattern consistent with a reverse split (roughly 1-for-56); simultaneous issuance can skew the raw ratio, so confirm in the filings. The red bar marks the cliff.

Cash runway

Self-funding

generates cash

Full breakdown: cash runway tool · source filing →

Warrants

Warrants outstanding: 15.4M underlying shares, as reported Jun 30, 2012 (10-Q/A).

Reported exercise price: $0.001 (aggregate figure as tagged; individual tranches vary).

Balance-sheet fair value of warrants: $1.2M as of Dec 31, 2018.

Rough fully diluted estimate: 28.6M = 13.2M O/S + 15.4M warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.

Convertible notes

Note	Principal	Carrying	Conv. price	Rate	If converted
Convertible Debt	not tagged	$750,000	not tagged	—	—

Notes exactly as the company dimensioned them in its 10-Q filed Aug 14, 2026 →. Principal is face amount as tagged, not what remains after repurchases unless the filer updated the tag. A note the filer did not dimension is absent here, not absent from the balance sheet; the exhibits stay the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding	13.2M	Aug 7, 2026
+ Warrants (aggregate, as tagged) (if exercised)	15.4M	Jun 30, 2012
Fully diluted estimate	28.6M	+116.9% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

S-3Jan 28, 2025no structured fee exhibit in this filing (predates fee-data XBRL or fee deferred)filing →

Last 12 months: 0 executed · 0 registered.

UPDATEAug 14, 2026Prospectus update — often a resale registration, not necessarily new capital424B3 →

EFFECTIVEAug 12, 2026SEC declared a registration effective — selling can beginEFFECT →

EXECUTEDMar 6, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5 →

UPDATEFeb 4, 2025Prospectus update — often a resale registration, not necessarily new capital424B3 →

EFFECTIVEFeb 3, 2025SEC declared a registration effective — selling can beginEFFECT →

REGISTEREDJan 28, 2025S-3 registration — capacity to sell shares, not a sale yetS-3 →

EXECUTEDJan 14, 2025Unregistered share sale disclosed (8-K item 3.02)8-K →

EXECUTEDAug 28, 2023Unregistered share sale disclosed (8-K item 3.02)8-K →

EXECUTEDMar 2, 2023Unregistered share sale disclosed (8-K item 3.02)8-K →

UPDATEJul 7, 2022Prospectus update — often a resale registration, not necessarily new capital424B3 →

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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