VerifyMe, Inc. announced that it has entered into a Convertible Note Purchase Agreement with the investors named therein for the sale of convertible promissory notes for the aggregate principal amount of $1.1 million on August 25, 2023. The notes are subordinated unsecured obligations of the company and accrue interest payable semiannually at a rate of 8% per year. The notes will mature on August 25, 2026 unless earlier converted or repurchased.

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. 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.

The offer and sale of the notes was not registered under the Securities Act of 1933, as amended and the notes were issued and sold in a private placement pursuant to Section 4(a)(2) of the 1933 Act and Rule 506 of Regulation D as promulgated by the Securities and Exchange Commission under the 1933 Act. The transaction included participation from 10 investors pursuant to exemption provided under Regulation D.