VerifyMe Secures $5.0 Million Private Placement Priced At-the-Market Under Nasdaq Rules

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VerifyMe Announces Closing of _5.0 Million Private Placement Priced At-the-Market Under Nasdaq Rules

 VerifyMe, Inc. (NASDAQ: VRME) (“VerifyMe,” “we,” “our,” or the “Company”), providing brand owners authentication, supply chain monitoring, and data-rich consumer engagement features using unique smartphone readable codes on their products, announced today the closing of its previously announced private placement priced at-the-market under Nasdaq rules for the issuance and sale of approximately $5.0 million of its common stock (or-prefunded warrants to purchase common stock in lieu thereof) and warrants. Each share of common stock (or pre-funded warrant in lieu thereof) was sold together with an accompanying warrant at a combined effective purchase price of $3.215. Under the terms of the purchase agreement, VerifyMe sold 1,555,208 shares of common stock (or pre-funded warrants in lieu thereof) and warrants to purchase up to an aggregate of 1,555,208 shares of common stock. The warrants are exercisable for a period of five years commencing six months from the date of issuance and have an exercise price of $3.215 per share. Certain officers and directors purchased 93,312 shares of common stock and 93,312 warrants in this offering.

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Maxim Group LLC acted as the sole placement agent for the offering.

The shares of common stock, pre-funded warrants and warrants described above have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (SEC) or an applicable exemption from such registration requirements. The securities were offered only to accredited investors. Pursuant to a registration rights agreement with the investors, the Company has agreed to file one or more registration statements with the SEC covering the resale of the shares of common stock and the shares issuable upon exercise of the pre-funded warrants and warrants.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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