Item 8.01 Other Events.
On July 1, 2022, VerifyMe, Inc. (the "Company") issued a press release
announcing that its Board of Directors, together with the co-sponsor of G3 VRM
Acquisition Corp (NASDAQ: GGGVU), a special purpose acquisition company (the
"SPAC"), has made the decision not to extend the period for the SPAC to
consummate a business combination and accordingly the SPAC is expected to
dissolve and liquidate in accordance with its charter.
In addition, the Company announced that its Board of Directors has approved
a new share repurchase program to allow the Company to spend up to $1.5 million
to repurchase shares of its common stock over the next twelve months which
replaces the Company's existing share repurchase program that was due to expire
in August 2022 and is now terminated. The timing and amount of any shares
repurchased will be determined by the Company's board and management based on
its evaluation of market conditions and other factors. Open market purchases
will be conducted in accordance with the limitations set forth in Rule 10b-18 of
the Securities and Exchange Commission and other applicable legal requirements.
Repurchases may also be made under a Rule 10b5-1 plan, which would permit shares
to be repurchased when the company might otherwise be precluded from doing so
under insider trading laws. The repurchase program does not obligate the Company
to purchase any particular number of shares and may be suspended or discontinued
at any time.
A copy of the press release announcing the decision to not extend the period for
the SPAC to consummate a business combination and approval of the new share
repurchase program is attached hereto as Exhibit 99.1 and is incorporated by
reference herein.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 VerifyMe, Inc. Press Release dated July 1, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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