VerifyMe : PeriShip Acquisition Investor Call – April 2022 - Presentation

PeriShip Acquisition Investor Call April 2022

NASDAQ:VRME

FORWARD-LOOKING STATEMENTS

In addition to historical information, this presentation contains statements relating to the acquisition of PeriShip, LLC by VerifyMe, Inc. and integration of the two companies, anticipated synergies of the acquisition, revenue opportunities, anticipated revenue, profitability of the combined company, future business, financial performance, future catalysts and future events or developments, strategy, projected costs, prospects, plans, objectives of management and future operations, future revenue, and expected market growth of VerifyMe, Inc. ("VerifyMe," the "Company," "we," or "us") that may constitute "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. The words "believe," "may," "estimate," "continue," "anticipate," "intend," "should," "plan," "could," "target," "potential," "is likely," "will," "expect" 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 the impact of the COVID-19 pandemic, intellectual property litigation, the successful development of our sales and marketing capabilities, 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, 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.

www.VerifyMe.com

More detailed information about these factors may be found in the Company's filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2021. The statements made herein speak only as of the date of this presentation. The Company's actual results, performance or achievements could differ materially from the results expressed in, or implied by, these forward-looking statements. The Company undertakes no obligation to update or revise its forward-looking statements to reflect events or circumstances after the date of this presentation, except as required by law.

Market data and industry information used herein are based on our management's knowledge of the industry and the good faith estimates of management. We also relied, to the extent available, upon managements review of independent industry surveys, forecasts and publications and other publicly available information prepared by a number of third-party sources. All of the market data and industry information used herein involves a number of assumptions and limitations which we believe to be reasonable, and you are cautioned not to give undue weight to such estimates. Although we believe that these sources are reliable, we cannot guarantee the accuracy or completeness of this information, and we have not independently verified this information. Projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate are subject to a high degree of uncertainty and risk due to a variety of factors, including those described, above. These and other factors could cause results to differ materially from those expressed in our estimates and beliefs and in the estimates prepared by independent parties.

Confidential Property of VerifyMe

Confidential

This presentation is strictly confidential and may not be distributed to any other person, and may not be reproduced or published, in whole or in part, in any form. Failure to comply with this restriction may constitute a

violation of applicable laws.

NASDAQ:VRME

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Capital Raise

➢ On April 14, 2022, VerifyMe raised $5M for M&A and working capital

➢One Institutional Investor $4.7M

➢VerifyMe Board Members $0.3M

www.VerifyMe.comConfidential Property of VerifyMeNASDAQ:VRME

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Terms of the PeriShip Deal
➢ Transaction	$ 10.5 million
➢ Consideration Paid
➢ Cash at Closing	$ 7.5 million
➢ VerifyMe Stock	$ 1 million
➢ Term Note payable over 18 months	$ 2 million

www.VerifyMe.comConfidential Property of VerifyMeNASDAQ:VRME

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PeriShip

Founded in 2001

Headquartered in Branford, Connecticut

Approximately 45 employees

www.VerifyMe.comConfidential Property of VerifyMeNASDAQ:VRME

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