Form SCHEDULE 13D/A VerifyMe, Inc. Filed by: Stedham Adam H
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
VerifyMe, Inc. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
(CUSIP Number) |
Alexander R. McClean, Esq. Harter Secrest & Emery LLP, 1600 Bausch & Lomb Place Rochester, NY, 14604 585-231-1248 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/25/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Stedham Adam H | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,019,500.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The figures included in rows 7, 9 and 11 above include (i) 440,908 shares of VerifyMe, Inc. Common Stock (Shares) held directly by Mr. Stedham, (ii) 550,000 Shares underlying restricted stock units (RSUs) that are convertible within 60 days, and (iii) 28,592 vested RSUs that become payable, on a one-for-one basis, in Shares upon separation of Mr. Stedham's service as a director of VerifyMe, Inc.
The percentage in row 13 above is based on (i) 13,165,196 Shares outstanding as of August 25, 2026, (ii) 550,000 shares underlying RSUs that are convertible within 60 days, and (iii) 28,592 vested RSUs that become payable, on a one-for-one basis, in Shares upon separation of Mr. Stedham's service as a director of VerifyMe, Inc.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share | |
| (b) | Name of Issuer:
VerifyMe, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
801 INTERNATIONAL PARKWAY, 801 INTERNATIONAL PARKWAY, LAKE MARY,
FLORIDA
, 32746. | |
Item 1 Comment:
The initial statement on Schedule 13D filed on August 7, 2026 (the Initial Schedule 13D) by Adam H. Stedham (Mr. Stedham), relating to the shares of common stock, par value $0.001 per share (Shares) of VerifyMe, Inc., a Nevada corporation (the Issuer), is hereby amended with respect to the matters set forth below in this Amendment No. 1. Unless otherwise indicated herein, there are no material changes to the information set forth in the Initial Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
The 8% Convertible Subordinated Promissory Note in the principal amount of $175,000 (the Note), which was purchased by Mr. Stedham in the Issuer's private placement on August 25, 2023, matured on August 25, 2026.
On August 25, 2026, the Issuer paid Mr. Stedham the principal amount of $175,000 plus accrued interest of $7,000, in accordance with the terms of the Note. Therefore, Mr. Stedham no longer beneficially owns the 152,174 Shares into which the Note may have been converted. This has resulted in a change of 1% of Mr. Stedham's beneficial ownership that was reported in the Initial Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As of the date of this Schedule 13D (Amendment No. 1), Mr. Stedham may be deemed to beneficially own, in the aggregate, 1,019,500 Shares of the Issuer, which represents approximately 7.4 percent of the Issuer's outstanding Shares. | |
| (b) | As of the date of this Schedule 13D (Amendment No. 1), Mr. Stedham has sole voting and sole dispositive power with respect to 1,019,500 Shares of the Issuer. Mr. Stedham does not have shared voting or shared dispositive power with respect to the Shares. | |
| (c) | Mr. Stedham has not effected any transactions in securities of the Issuer during the past 60 days. | |
| (d) | Not applicable. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
As described in Item 3 of this Schedule 13D (Amendment No. 1), the Note matured on August 25, 2026 and was paid in accordance with its terms.
Except as disclosed in Item 6 of the Initial Schedule 13D, and this Amendment No. 1, there are no other contracts, arrangements, understandings or relationships between Mr. Stedham and any person with respect to any securities of the Issuer. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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