Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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VerifyMe, Inc. (Name of Issuer) |
Common stock, par value $0.001 per share (Title of Class of Securities) |
92346X2062 (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. | 92346X2062 |
| 1 |
Name of reporting person
GELLER MARSHALL S | ||||||||
| 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)
OO, PF | ||||||||
| 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
591,448.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The shares reported in rows 8, 10 and 11 above include the following held by the Geller Living Trust, dated July 26, 2002, of which Marshall S. Geller (Mr. Geller) and his spouse are co-trustees: (i) 405,034 shares of VerifyMe, Inc. Common Stock (Shares); (ii) 31,104 Shares issuable upon the exercise of warrants that are presently exercisable; (iii) 68,310 vested RSUs that become payable, on a one-for-one basis, in Shares upon separation of Mr. Geller's service as a director of VerifyMe, Inc. The Shares reported in row 9 do not include 35,000 unvested shares of restricted Common Stock. The percentage reported in row 13 above is based on (i) 13,165,196 Shares outstanding as of August 25,2026, (ii) 31,104 Shares underlying warrants to purchase shares of Common Stock, and (iii) 68,310 vested RSUs that become payable, on a one-for-one basis, in Shares upon separation of Mr. Geller's service as a director of VerifyMe, Inc.
SCHEDULE 13D
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| CUSIP No. | 92346X2062 |
| 1 |
Name of reporting person
Geller Living Trust, dated July 26, 2002 | ||||||||
| 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
CALIFORNIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
504,448.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The shares reported in rows 8, 10 and 11 above include the following held by the Geller Living Trust, dated July 26, 2002, of which Mr. Geller and his spouse are co-trustees: (i) 405,034 Shares; (ii) 31,104 Shares issuable upon the exercise of warrants that are presently exercisable; (iii) 68,310 vested RSUs that become payable, on a one-for-one basis, in Shares upon separation of Mr. Geller's service as a director of VerifyMe, Inc. The percentage reported in row 13 above is based on (i) 13,165,196 Shares outstanding as of August 25,2026, (ii) 31,104 Shares underlying warrants to purchase shares of Common Stock, and (iii) 68,310 vested RSUs that become payable, on a one-for-one basis, in Shares upon separation of Mr. Geller's service as a director of VerifyMe, Inc.
SCHEDULE 13D
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| 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, FIFTH FLOOR, LAKE MARY,
FLORIDA
, 32746. | |
Item 1 Comment:
The initial statement on Schedule 13D was filed on June 8, 2023 (the Initial Schedule 13D) by Marshall S. Geller (Mr. Geller) and the Geller Living Trust, dated July 26, 2002 (the Trust, and together with Mr. Geller, the Reporting Persons), relating to the shares of common stock, par value $0.001 per share (Shares) of VerifyMe, Inc., a Nevada corporation (the Issuer). The Initial Schedule 13D, as amended by Amendment No. 1 filed on September 1, 2023 and Amendment No. 2 filed on January 30, 2025, is hereby further amended with respect to the matters set forth below in this Amendment No. 3. Unless otherwise indicated herein, there are no material changes to the information set forth in the Initial Schedule 13D, as amended by Amendment Numbers 1 and 2. The filing of this Amendment No. 3 represents the final amendment to the Initial Schedule 13D and constitutes an exit filing for the Reporting Persons. | ||
| Item 4. | Purpose of Transaction | |
The 8% Convertible Subordinated Promissory Note in the principal amount of $175,000 (the Note), which was purchased by the Trust in the Issuer's private placement on August 25, 2023, matured on August 25, 2026. On August 25, 2026, the Issuer paid the Trust the principal amount of $175,000 plus accrued interest of $7,000, in accordance with the terms of the Note. Therefore, the Reporting Persons no longer beneficially own the 152,174 Shares into which the Note may have been converted. This has resulted in a change of 1% of the Reporting Person's beneficial ownership that was reported in the Schedule 13D (Amendment No. 2). | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As of the date of this Schedule 13D (Amendment No. 3), Mr. Geller may be deemed to beneficially own, in the aggregate, 591,448 Shares of the Issuer, consisting of 87,000 Shares owned directly by Mr. Geller, 405,034 Shares owned by the Trust, 31,104 Shares issuable upon the exercise of warrants held by the Trust that are presently exercisable, and 68,310 vested RSUs held by the Trust that become payable, on a one-for-one basis, in Shares upon separation of Mr. Geller's service as a director, which represents approximately 4.5 percent of the Issuer's outstanding Shares. As of the date of this Schedule 13D (Amendment No. 3), the Trust may be deemed to beneficially own, in the aggregate, 504,448 Shares of the Issuer, consisting of all of the Shares set forth above in this Item 5(a), except the 87,000 shares of Common Stock owned directly by Mr. Geller, which represents approximately 3.8 percent of the Issuer's outstanding Shares. | |
| (b) | Mr. Geller has sole voting power over 87,000 Shares of the Issuer and has sole dispositive power over 52,000 Shares of the Issuer. Mr. Geller and the Trust share voting and dispositive power over 504,448 Shares of the Issuer. | |
| (c) | The Reporting Persons have not effected any transactions in securities of the Issuer during the past 60 days. | |
| (d) | Not applicable. | |
| (e) | Mr. Geller ceased to be the beneficial owner of more than five percent of the Issuer's securities on August 25, 2026. | |
| 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. 3), the Note matured on August 25, 2026 and was paid in accordance with its terms. Mr. Geller and the Issuer are parties to a Restricted Stock Award Agreement, dated as of October 9, 2025, pursuant to which the Issuer granted Mr. Geller an aggregate of 35,000 restricted Shares under the Issuer's 2020 Equity Incentive Plan. The restricted Shares will vest in full upon the earlier of the effective time of the merger transaction (as described in the Issuer's Form S-4 Registration Statement on file with the Securities and Exchange Commission (SEC)) or October 9, 2026. The restricted Shares were granted by the Issuer to Mr. Geller as compensation for Mr. Geller's services as a member of the board of directors of the Issuer. The foregoing descriptions of certain material provisions of the Restricted Stock Award Agreement are qualified, in each case, by the full text of such agreement, which was filed as Exhibit 99.2 to the Initial Schedule 13D. Except as disclosed in Item 6 of the Initial Schedule 13D, as amended by Amendment Numbers 1 and 2, and this Amendment No. 3, there are no contracts, arrangements, understandings or relationships between the Reporting Persons 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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