{"filing":{"accession_number":"0001214659-26-011966","cik":"0001104038","ticker":"VRME","company_name":"VerifyMe, Inc.","form":"8-K","filing_date":"2026-09-25","report_date":"2026-09-22","primary_document":"w9232628k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1104038/000121465926011966/w9232628k.htm"},"events":[{"id":35052,"run_id":32280,"accession_number":"0001214659-26-011966","anchor_item_number":"5.03","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.85,"summary":"VerifyMe implemented a 1-for-10 reverse stock split of its common stock, effective September 29, 2026, pursuant to a Certificate of Amendment and amendment to its articles of incorporation approved by stockholders at the October 8, 2025 Annual Meeting. The reverse split materially affects the company's capital structure, share metrics, and trading mechanics, and is disclosed to address listing compliance considerations.","company_name":"VerifyMe, Inc.","ticker":"VRME","filing_date":"2026-09-25","form":"8-K","submitted_at":null,"items":[{"id":38976,"accession_number":"0001214659-26-011966","item_number":"3.03","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"VerifyMe filed a Certificate of Amendment implementing a 1-for-10 reverse stock split of its common stock, effective September 29, 2026. This is a material modification to the rights of security holders under Item 3.03, as it directly affects share structure, ownership percentages on a per-share basis, and warrant/equity award terms. While the reverse split does not change voting rights or par value, it is a significant governance action that materially alters the capital structure and would affect investor assessment of the company's stock metrics and market positioning.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-25T13:26:54.948398+00:00","company_name":"","ticker":null,"filing_date":""},{"id":38977,"accession_number":"0001214659-26-011966","item_number":"5.03","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"Item 5.03 discloses an amendment to VerifyMe's articles of incorporation to implement a 1-for-10 reverse stock split, approved by stockholders at the October 8, 2025 Annual Meeting and effective September 29, 2026. While reverse stock splits are governance matters involving capital structure, they do not fit the specific named categories (exec_departure, exec_appointment, exec_compensation, shareholder_vote_results). The event is clearly governance-related and material to investors as it affects share structure and trading, making governance_other the most appropriate classification.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-25T13:26:54.948398+00:00","company_name":"","ticker":null,"filing_date":""},{"id":38979,"accession_number":"0001214659-26-011966","item_number":"8.01","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"VerifyMe announced a 1-for-10 reverse stock split effective September 29, 2026, approved by stockholders at the October 8, 2025 Annual Meeting. While reverse stock splits are governance/capital structure events, they are material to investors as they affect share price, trading mechanics, and can signal delisting risk mitigation efforts (the forward-looking statements reference \"ability to maintain the listing of its securities on Nasdaq\"). This is a governance event that does not fit the specific categories of appointment, departure, or compensation, making it governance_other.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-25T13:26:54.948398+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":35053,"run_id":32280,"accession_number":"0001214659-26-011966","anchor_item_number":"7.01","event_type":"dividend_distribution","event_domain":"financial","is_material":true,"confidence":0.85,"summary":"VerifyMe's Board declared a special cash dividend of $0.15 per share (adjusted to $1.50 post-reverse split) to be distributed to common and preferred stockholders upon closing of the proposed merger with Open World Ltd.","company_name":"VerifyMe, Inc.","ticker":"VRME","filing_date":"2026-09-25","form":"8-K","submitted_at":null,"items":[{"id":38978,"accession_number":"0001214659-26-011966","item_number":"7.01","item_title":null,"event_type":"dividend_distribution","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"The Item 7.01 disclosure centers on the Board's declaration of a special cash dividend of $0.15 per share (adjusted to $1.50 post-reverse split) to be distributed to common and preferred stockholders upon closing of the proposed merger with Open World Ltd. While the filing also announces a reverse stock split, the Item 7.01 section itself focuses on the dividend declaration and its conditionality on merger closing, making dividend_distribution the primary event type. The dividend is material as it represents a direct return of capital to shareholders.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-25T13:26:54.948398+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":38976,"accession_number":"0001214659-26-011966","item_number":"3.03","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"VerifyMe filed a Certificate of Amendment implementing a 1-for-10 reverse stock split of its common stock, effective September 29, 2026. This is a material modification to the rights of security holders under Item 3.03, as it directly affects share structure, ownership percentages on a per-share basis, and warrant/equity award terms. While the reverse split does not change voting rights or par value, it is a significant governance action that materially alters the capital structure and would affect investor assessment of the company's stock metrics and market positioning.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-25T13:26:54.948398+00:00","company_name":"VerifyMe, Inc.","ticker":"VRME","filing_date":"2026-09-25"},{"id":38977,"accession_number":"0001214659-26-011966","item_number":"5.03","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"Item 5.03 discloses an amendment to VerifyMe's articles of incorporation to implement a 1-for-10 reverse stock split, approved by stockholders at the October 8, 2025 Annual Meeting and effective September 29, 2026. While reverse stock splits are governance matters involving capital structure, they do not fit the specific named categories (exec_departure, exec_appointment, exec_compensation, shareholder_vote_results). The event is clearly governance-related and material to investors as it affects share structure and trading, making governance_other the most appropriate classification.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-25T13:26:54.948398+00:00","company_name":"VerifyMe, Inc.","ticker":"VRME","filing_date":"2026-09-25"},{"id":38978,"accession_number":"0001214659-26-011966","item_number":"7.01","item_title":null,"event_type":"dividend_distribution","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"The Item 7.01 disclosure centers on the Board's declaration of a special cash dividend of $0.15 per share (adjusted to $1.50 post-reverse split) to be distributed to common and preferred stockholders upon closing of the proposed merger with Open World Ltd. While the filing also announces a reverse stock split, the Item 7.01 section itself focuses on the dividend declaration and its conditionality on merger closing, making dividend_distribution the primary event type. The dividend is material as it represents a direct return of capital to shareholders.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-25T13:26:54.948398+00:00","company_name":"VerifyMe, Inc.","ticker":"VRME","filing_date":"2026-09-25"},{"id":38979,"accession_number":"0001214659-26-011966","item_number":"8.01","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"VerifyMe announced a 1-for-10 reverse stock split effective September 29, 2026, approved by stockholders at the October 8, 2025 Annual Meeting. While reverse stock splits are governance/capital structure events, they are material to investors as they affect share price, trading mechanics, and can signal delisting risk mitigation efforts (the forward-looking statements reference \"ability to maintain the listing of its securities on Nasdaq\"). This is a governance event that does not fit the specific categories of appointment, departure, or compensation, making it governance_other.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-25T13:26:54.948398+00:00","company_name":"VerifyMe, Inc.","ticker":"VRME","filing_date":"2026-09-25"}]}