LAKE MARY, Fla., Aug. 28, 2023 /PRNewswire/ -- VerifyMe,
Inc. (NASDAQ: VRME) together with its subsidiaries, Trust Codes
Global Limitd ("Trust Codes Global") and PeriShip Global LLC
("PeriShip Global"), (together "VerifyMe," "we," "our," or the
"Company") provides brand owners time and temperature sensitive
logistics, supply chain traceability and monitoring,
authentication, anti-counterfeiting, and data-rich brand
enhancement services, announced today that on Friday, August 25, 2023, it closed (the "Closing
Date") a private placement (the "Offering") of 8% unsecured
convertible subordinated promissory notes due in 2026 (the "Notes")
to accredited investors as defined by Regulation D, Rule 501(a)
under the Securities Act of 1933, as amended (the "Securities Act")
led by the CEO and the Board of Directors and investors from the
financial community for aggregate net proceeds of $1.1 million.
The notes are general unsecured obligations of the Company and
will accrue interest payable semiannually in arrears on
February 25 and August 25 of each year, beginning on February 25, 2024, at a rate of 8% per year. The
notes will mature on August 25, 2026
(the "Maturity Date"), unless earlier converted or repurchased.
Holders may convert all or any portion of their notes at any
time prior to the Maturity Date. The conversion price is
$1.15 per share of the Common Stock,
which is equal to the Nasdaq Official Closing Price of the Common
Stock on the trading day immediately preceding the Closing Date.
The Company may not redeem the Notes prior to the Maturity
Date.
President and Chief Executive Officer, Adam Stedham said, "We appreciate this show of
support from both our Board of Directors and external investors, as
well as the flexibility this capital provides as we continue to
advance the key objectives targeted at delivering strong growth in
2024 and beyond. As I articulated on our Q2 2023 earnings call we
are optimistic about the growth prospects in both our
Authentication and Precision Logistics Segments. While we do not
anticipate requiring additional cash resources in the short term,
we felt it prudent to take this step to ensure, regardless of the
macro-environment, that we have adequate cushion to allow us to
execute on our growth strategy and provide strong returns to our
shareholders."
The opportunity for this additional financing initially arose
from our CEO, the Chairman of the Board and other Board members who
together remain confident in the new direction of the Company and
collectively wanted to convey their strong commitment by leading
this capital raise. In addition, our external investors are
providing a show of support which we believe further expands our
strategic financial relationships and strengthens our foundation
for growth.
The Notes and any shares of the Company's common stock issuable
upon conversion of the Notes have not been and will not be
registered under the Securities Act, any state securities laws or
the securities laws of any other jurisdiction, and unless so
registered, may not be offered or sold in the United States absent registration or an
applicable exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and other
applicable securities laws.
This press release is neither an offer to sell nor a
solicitation of an offer to buy any of these securities nor shall
there be any sale of these securities in any state or jurisdiction
in which such an offer, solicitation or sale would be unlawful
prior to the registration or qualification thereof under the
securities laws of any such state or jurisdiction.
About VerifyMe, Inc.
VerifyMe, Inc. (NASDAQ: VRME),
together with its subsidiaries, Trust Codes Global and PeriShip
Global, is a specialized software and process technology driven
traceability services provider. The company operates an
Authentication Segment and a Precision Logistics Segment to provide
item level traceability, anti-diversion and anti-counterfeit
protection, brand protection and enhancement technology solutions,
as well as specialized logistics for time and temperature sensitive
products. VerifyMe serves customers worldwide. To learn more, visit
www.verifyme.com.
Cautionary Note Regarding Forward-Looking
Statements
This release contains forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995 including statements regarding the Company's
strategic reorganization, its position to provide value to its
customer and shareholders, and expectations related to its customer
base and revenue growth. The words "believe," "will," "may,"
"continue," "anticipate," and similar expressions, as they relate
to us, are intended to identify forward-looking statements. We have
based these forward-looking statements largely on our current
expectations and projections about future events and financial
trends that we believe may affect our financial condition, results
of operations, business strategy and financial needs. Important
factors that could cause actual results to differ from those in the
forward-looking statements include our engagement in future
acquisitions or strategic partnerships that increase our capital
requirements or cause us to incur debt or assume contingent
liabilities, the successful integration of our acquisitions
(including the assets of PeriShip Global and Trust Codes Global),
our reliance on one key strategic partner for shipping services in
our Precision Logistics Segment, competition including by our key
strategic partner, seasonal trends in our business, sever climate
conditions, the highly competitive nature of the industry in which
we operate, our brand image and corporate reputation, impairments
related to our goodwill and other intangible assets, economic and
other factors such as recessions, downturns in the economy,
inflation, global uncertainty and instability, the effects of
pandemics, changes in United
States social, political, and regulatory conditions and/or a
disruption of financial markets, reduced freight volumes due to
economic conditions, reduced discretionary spending in a
recessionary environment, global supply-chain delays or shortages,
fluctuations in labor costs, raw materials, and changes in the
availability of key suppliers, our history of losses, our ability
to use our net operating losses to offset future taxable income,
the confusion of our name brand with other brands, the ability of
our technology to work as anticipated and to successfully provide
analytics logistics management, our ability to manage our growth
effectively, the small number of customers that account for our
revenue, our ability to successfully develop and expand our sales
and marketing capabilities, risks related to doing business outside
of the U.S., intellectual property litigation, our ability to
successfully develop, implement, maintain, upgrade, enhance, and
protect our information technology systems, our reliance on
third-party information technology service providers, our ability
to respond to evolving laws related to information technology such
as privacy laws, risks related to deriving revenue from some
clients in the cannabis industry, our ability to retain key
management personnel, our ability to work with partners in selling
our technologies to businesses, production difficulties, our
inability to enter into contracts and arrangements with future
partners, our ability to acquire new customers, issues which may
affect the reluctance of large companies to change their purchasing
of products, acceptance of our technologies and the efficiency of
our authenticators in the field, our ability to comply with the
continued listing standards of the Nasdaq Capital Market, and our
ability to timely pay amounts due and comply with the covenants
under our debt facilities. These risk factors and uncertainties
include those more fully described in VerifyMe's Annual Report and
Quarterly Reports filed with the Securities and Exchange
Commission, including under the heading entitled "Risk Factors."
Should one or more of these risks or uncertainties materialize, or
should any of our underlying assumptions prove incorrect, actual
results may vary materially from those currently anticipated. Any
forward-looking statement made by us herein speaks only as of the
date on which it is made. Factors or events that could cause our
actual results to differ may emerge from time to time, and it is
not possible for us to predict all of them. We undertake no
obligation to publicly update any forward-looking statement,
whether as a result of new information, future developments or
otherwise, except as may be required by law.
View original content to download
multimedia:https://www.prnewswire.com/news-releases/leadership-team-leads-1-1-million-convertible-note-capital-raise-301910619.html
SOURCE VerifyMe, Inc.