Offering and Sale of Shares - VerifyMe, Inc. has agreed to issue and sell shares of common stock with an aggregate offering price of up to $15,803,511[1] - The company has filed a registration statement on Form S-3 (File No. 333-284562) with the SEC, which includes a base prospectus for the Placement Shares[2] - The company will notify the agent of the number or dollar value of Placement Shares for each sale, specifying the time period and any limitations[3] - The agent will use commercially reasonable efforts to sell the Placement Shares as specified in the Placement Notice[5] - The settlement for sales of Placement Shares will occur on the first Trading Day following the date of sale, with net proceeds delivered to the company after deductions[10] - The company must not exceed the maximum amount of shares that can be sold under the agreement, which is subject to board authorization[12] - The Placement Shares will be duly authorized and validly issued, free of any encumbrances[28] - The Company will use the Net Proceeds from the offering as described in the Prospectus[76] - The Company will not offer or sell any Common Stock outside of the Placement Shares during the specified period without the Agent's consent[77] - The Company will disclose the amount of Placement Shares sold, Net Proceeds, and compensation payable to the Agent in its annual report on Form 10-K and quarterly reports on Form 10-Q[80] - The Company reported a gross proceeds commission of 3% on each sale of Placement Shares[154] - The Placement Shares will be sold at a minimum market price to be determined during the specified time period[151] Compliance and Legal Matters - The company represents that the registration statement and transactions comply with the conditions for the use of Form S-3 under the Securities Act[14] - The Company does not have any material liabilities or obligations not described in the Registration Statement or Prospectus[18] - The Company has not experienced any Material Adverse Effect since the dates of the financial information provided[24] - The Company possesses all necessary licenses and permits for its business operations, with no known issues regarding their renewal[35] - The Company has not defaulted on any indebtedness or rental payments that would have a Material Adverse Effect[36] - There are no ongoing legal actions or regulatory investigations that would materially affect the Company's obligations[33] - The Company is duly organized and in good standing under the laws of its jurisdiction[21] - The Company is not an ineligible issuer under the Securities Act, ensuring compliance during the offering of Placement Shares[63] - There are no conflicts arising from the execution of the Agreement or the issuance of Placement Shares that would have a material adverse effect[65] - The Company has filed all required federal, state, local, and foreign tax returns and paid all taxes shown thereon, with no tax deficiency determined adversely that would have a material adverse effect[42] - The Company is in compliance with all applicable environmental laws and has not received notice of any actual or potential liability that would have a material adverse effect[46] - The Company is not aware of any failures to comply with the Sarbanes-Oxley Act provisions by its directors or officers[48] - The Company has not made any unlawful contributions to political candidates or failed to disclose contributions as required by law[61] - The Company and its subsidiaries are conducting business in compliance with all applicable laws, rules, and regulations, with no material adverse effects reported[62] Financial Reporting and Internal Controls - The financial statements of the Company present fairly its financial position and results of operations, prepared in compliance with GAAP[18] - The Company has established effective internal controls over financial reporting and has not identified any material weaknesses[47] - The Company will maintain accurate books and records and internal accounting controls to ensure reliable financial reporting in accordance with GAAP[91] - The Company must provide a Representation Date Certificate within five Trading Days of filing its annual report on Form 10-K or quarterly report on Form 10-Q[82] - The Company is required to furnish Comfort Letters from its independent accountants within five Trading Days of each Representation Date[86] Agreement Terms and Conditions - The Agreement will automatically terminate upon the issuance and sale of all Placement Shares[119] - The Agreement remains in effect unless terminated by mutual agreement or under specified sections[120] - The Agent is entitled only to reimbursement of out-of-pocket expenses if the Agreement is terminated prior to the sale of any Placement Shares[122] - The Company acknowledges that no fiduciary relationship is created with the Agent in connection with the transactions[135] - The Company must comply with the requirements of Rule 433 for any Permitted Free Writing Prospectus[134] - The Company and the Agent may execute the Agreement in counterparts, each considered an original[140] - The Registration Statement must be effective and available for the sale of all Placement Shares contemplated by any Placement Notice[94] - The Company must ensure that no material adverse changes occur that could affect the offering of Placement Shares[97] - The Agent must receive the required legal opinion and Comfort Letter on or before their respective due dates[99] - Trading in the Common Stock must not be suspended on the Exchange, and the Common Stock must not be delisted[101] - The Company has filed an application for listing quotation of the Placement Shares on the Exchange prior to issuance[104] - The Agent is required to be duly registered as a broker-dealer under FINRA and applicable state regulations during the term of the Agreement[113] Indemnification and Liability - The Company agrees to indemnify the Agent against any losses arising from untrue statements or omissions in the Registration Statement[106] - The Agent may terminate the Agreement if there is a Material Adverse Effect or significant changes in financial markets[115] - The Company has the right to terminate the Agreement with five days' written notice at its discretion[117] - The indemnity and contribution agreements will survive regardless of any investigations or acceptance of the Placement Shares[114] - The Agent agrees to contribute to total losses in proportion to the benefits received from the sale of Placement Shares[111] - The Company must notify the Agent promptly of any actions against it for which indemnification is sought[109] - The Agent will not be liable for any settlement of claims without its written consent[111] Miscellaneous - The Accountant, MaloneBailey, LLP, is an independent registered public accounting firm in compliance with the Sarbanes-Oxley Act[31] - The issued and outstanding shares of capital stock are fully paid and non-assessable, with no preemptive rights[26] - The Company maintains good and valid title to all material real and personal property, free of liens and encumbrances, except those that do not materially interfere with its business[43] - The Company owns adequate enforceable rights to all necessary intellectual property for its business operations, with no known claims of infringement that would result in a material adverse effect[44]
VerifyMe(VRME) - 2024 Q4 - Annual Results