UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.)

VerifyMe, Inc.

 (Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

VerifyMe, Inc.

Clinton Square, 75 S. Clinton Ave., Suite 510

Rochester, NY 14604

(585) 736-9400

VERIFYME, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERSSTOCKHOLDERS

september 30, 2020

To the shareholdersThe annual meeting of VerifyMe:

We are pleased to invite you to attend the 2019 Annual Meeting of the Shareholdersstockholders (the “Annual Meeting”) of VerifyMe, Inc., a Nevada corporation (“VerifyMe” or the “Company”), which will take placebe held on Wednesday, September 30, 2020 at 10:00 a.m., Eastern Time. The Annual Meeting will be conducted as a virtual meeting of stockholders by means of a live webcast. We are sensitive to the public health and travel concerns our stockholders may have and the protocols that federal, state, and local governments may impose as it relates to the ongoing COVID-19 pandemic. Therefore, after careful consideration, the board of directors has determined that the Annual Meeting will be conducted as a virtual meeting of stockholders. We believe this is the right decision for the Company at this time on November 19, 2019 atas it facilitates stockholder attendance and participation while safeguarding the officeshealth of Nason, Yeager, Gerson, Harris & Fumero, P.A., 3001 PGA Boulevard, Suite 305, Palm Beach Gardens, Florida 33410,our stockholders, directors and management team. You will be able to attend the Annual Meeting, vote your shares via the internet and submit your questions during the meeting via the internet by visiting www.virtualshareholdermeeting.com/VRME2020. There will not be a physical meeting location and you will not be able to attend the Annual Meeting in person.

The Annual Meeting is being held for the following purposes:purposes, which are more fully described in the accompanying proxy statement:

The BoardOur board of Directorsdirectors has fixed the close of business on September 25, 2019August 13, 2020 as the record date for determining the stockholders entitled to notice of and to vote at the Annual Meeting and at any adjournment of the Annual Meeting.

We are following the Securities and Exchange Commission’s “e-proxy” rules that allow public companies to furnish proxy materials to stockholders over the internet. The “e-proxy” rules remove the requirement for public companies to automatically send stockholders a full, printed copy of proxy materials and allow them instead to deliver to their stockholders a Notice of Internet Availability of Proxy Materials (the “Record Date”“Notice of Internet Availability”) and to provide online access to the documents. The Notice of Internet Availability provides instructions on how to view our proxy materials for the Annual Meeting on the internet and vote, and request a determinationprinted copy of shareholdersthe proxy materials. These “e-proxy” rules allow us to provide you with the information you need, while lowering the cost of delivery and reducing the environmental impact of our Annual Meeting.

	By Order of the Board of Directors
	Patrick White
	President and Chief Executive Officer
Rochester, New York
August 20, 2020

Your Vote is Important. Whether or not you expect to attend the Annual Meeting, we hope you will vote as soon as possible. You may vote by the internet, by telephone, or, if you requested and received paper copies of the proxy materials by mail, by mailing a proxy card or voting instruction form. We encourage you to vote using the internet, as it is the most cost-effective way to vote. Even if you have voted by internet, telephone or proxy card, you may still vote via the internet if you attend the virtual meeting. If you own your shares through a broker we encourage you to follow the instructions provided by your broker about how to vote. Unless you provide your broker with voting instructions, your broker may not vote your shares on non-discretionary items such on the proposal to elect the seven director nominees or the VerifyMe, Inc. 2020 Equity Incentive Plan.

TABLE OF CONTENTS

VERIFYME, INC.

PROXY STATEMENT

For the 2020 Annual Meeting of Stockholders

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

Why am I receiving these materials?

The board of directors of VerifyMe, Inc. (“VerifyMe,” the “Company,” “we,” “our,” or “us”), a Nevada corporation, is providing these proxy materials to you on the internet, or has delivered printed versions to you by mail, and is soliciting your proxy to vote at the annual meeting of stockholders (the “Annual Meeting”) to be held on Wednesday, September 30, 2020 at 10:00 a.m., Eastern Time, or at any adjournment or postponement of the meeting, for the purposes set forth in this proxy statement and in the accompanying notice of annual meeting of stockholders.

The Annual Meeting will be conducted as a virtual meeting of stockholders by means of a live webcast. You will be able to attend the Annual Meeting online, vote your shares, and submit your questions during the meeting via the internet by visiting www.virtualshareholdermeeting.com/VRME2020. There will not be a physical meeting location and you will not be able to attend in person. We invite you to attend the Annual Meeting and request that you vote on the proposals described in this proxy statement. However, you do not need to attend the meeting to vote your shares. Instead, you may vote by the internet, by telephone or by mailing a proxy card or voting instruction form.

We are making these proxy materials available to stockholders on or about August 20, 2020.

Why did I receive a one-page notice in the mail regarding the internet availability of proxy materials instead of a full set of proxy materials?

We are following the Securities and Exchange Commission’s (the “SEC”) “e-proxy” rules that allow public companies to furnish proxy materials to stockholders over the internet. The “e-proxy” rules remove the requirement for public companies to automatically send stockholders a full, printed copy of proxy materials and allow them instead to deliver to their stockholders a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) and to provide online access to the documents. As a result, we mailed the Notice of Internet Availability to many of our stockholders on or about August 20, 2020.

The Notice of Internet Availability provides instructions on how to:

In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by e-mail on an ongoing basis. Choosing to receive your future proxy materials by e-mail will save us the cost of printing and mailing documents to you and will reduce the environmental impact of printed materials.

What is included in these proxy materials?

These proxy materials include:

If you request and receive printed versions of the proxy materials by mail, these proxy materials also include a copy of the proxy card.

What am I voting on?

The board of directors is soliciting your proxy in connection with the Annual Meeting to be held on Wednesday, September 30, 2020 at 10:00 a.m., Eastern Time, and any adjournment or postponement thereof. You are voting on the following proposals:

How does the board of directors recommend I vote?

Our board of directors recommends that the stockholders vote their shares:

Who can vote at the Annual Meeting?

Only stockholders at the close of business on August 13, 2020, the record date for the Annual Meeting, will be entitled to notice of and to vote at the Annual Meeting or any adjournment thereof.

Important notice regarding the availability of proxy materials for the Annual Meeting to be held on November 19, 2019. This Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2018 are available at: https://www.proxyvote.com.

If You Plan to Attend

Please note that space limitations make it necessary to limit attendance to shareholders. Registration and seating will begin at 9:30 a.m.  Shares can be voted at the meeting only if the holder is present in person or by valid proxy.

For admission to the meeting, each shareholder may be asked to present valid picture identification, such as a driver’s license or passport, and proofpostponement thereof. As of stock ownership as of the Record Date, such as the enclosed proxy card or a brokerage statement reflecting stock ownership. Cameras, recording devices and other electronic devices will not be permitted at the meeting.

If you do not plan on attending the meeting, please vote your shares via the Internet, by phone or by signing and dating the enclosed proxy and return it in the business envelope provided. Your vote is very important.

Dated: October 21, 2019

Whether or not you expect to attend in person, we urge you to vote your shares at your earliest convenience. This will ensure the presence of a quorum at the Annual Meeting. Promptly voting your shares via the Internet, by phone or by signing, dating, and returning the enclosed proxy card will save us the expense and extra work of additional solicitation. An addressed envelope for which no postage is required if mailed in the United States is enclosed if you wish to vote by mail. Submitting your proxy now will not prevent you from voting your shares at the meeting if you desire to do so, as your proxy is revocable at your option. Your vote is important, so please act today!

VerifyMe, Inc.

Table of Contents

VerifyMe, Inc.

Clinton Square, 75 S. Clinton Ave., Suite 510

Rochester, NY 14604

(585) 736-9400

2019 ANNUAL MEETING OF SHAREHOLDERS

PROXY STATEMENT

Why am I receiving these materials?

This proxy statement (the “Proxy Statement”) is being sent to the holders of shares of the voting stock of VerifyMe, Inc., a Nevada corporation (“VerifyMe” or the “Company”), in connection with the solicitation of proxies by VerifyMe for use at the 2019 Annual Meeting (the “Annual Meeting”) which will take place at 10:00 a.m. on November 19, 2019 at the offices of Nason, Yeager, Gerson, Harris & Fumero, P.A., 3001 PGA Boulevard, Suite 305, Palm Beach Gardens, Florida 33410. The proxy materials relating to the Annual Meeting are first being mailed to shareholders entitled to vote at the meeting on or about October 21, 2019. A copy of the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 is being mailed concurrently with this Proxy Statement.

Who is entitled to vote?

The Board of Directors (the “Board”) has fixed the close of business on September 25, 2019 as the record date, (the “Record Date”) for a determinationthere were 5,575,554 shares of shareholdersour common stock outstanding and entitled to noticevote. Holders of and to vote at, the Annual Meeting. On the Record Date, there were 110,280,258 shares of common stock outstanding. Each share of the Company’s common stock represents one vote that may be voted on each matter that may come before the Annual Meeting. There are no shares ofour outstanding preferred stock that are not entitled to vote.

What is the difference between holding shares as a record holder and as a beneficial owner?

Stockholders of Record: Shares Registered in Your Name. If on August 13, 2020, your shares areof our common stock were registered directly in your name with the Company’sour transfer agent, West Coast Stock Transfer, Inc., then you are a stockholder of record.

Beneficial Owners: Shares Registered in the Name of a Broker or Bank. If on August 13, 2020, your shares of our common stock were held in an account at a brokerage firm, bank, dealer or other similar organization, then you are the “record holder”beneficial owner of those shares. If you are a record holder, these proxy materials have been provided directly to you by the Company.

If your shares are held in a stock brokerage account, a bank or other holder of record, you are considered the “beneficial owner” of those shares held in “street name.” If your shares are held in street name,name” and these proxy materials have beenare being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As thea beneficial owner, you have the right to instruct this organizationdirect your broker or other agent on how to vote the shares in your account or you may work with your broker to arrange to vote your shares directly. You are also invited to participate in the Annual Meeting. Your broker, trustee or nominee has enclosed or provided voting instructions for you to use in directing the broker, trustee or nominee on how to vote your shares.

Who may attend the meeting?

Record holders and beneficial owners may attend the Annual Meeting. If your shares are held in street name, you will need to bring a copy of a brokerage statement or other documentation reflecting your stock ownership as of the Record Date. Please see below forFor instructions on how to vote your shares at the Annual Meeting, if your shares are held in street name.see the “How do I vote?” section below.

Can I attend the Annual Meeting in person?

We will be hosting the Annual Meeting only by means of a live webcast. You will not be able to attend the meeting in person. Please be assured that you will be afforded the same rights and opportunities to participate in the virtual meeting as you would at an in-person meeting. You will be able to listen to the Annual Meeting, submit questions and vote by going to www.virtualshareholdermeeting.com/VRME2020. If you wish to listen to the Annual Meeting, but do not wish to submit questions or vote during the Annual Meeting, you may go to www.virtualshareholdermeeting.com/VRME2020 and log in as a guest.

The Annual Meeting webcast will start at 10:00 a.m., Eastern Time, on Wednesday, September 30, 2020. We encourage you to access the meeting website prior to the start time to allow time for check in.

How do I register to attend the Annual Meeting?

You do not need to register to attend the Annual Meeting webcast. Follow the instructions on your Notice of Internet Availability or proxy card (if you requested a printed copy of the proxy materials) to access the Annual Meeting. See “Can I attend the Annual Meeting in person?” above.

How can I submit a question at the Annual Meeting?

Stockholders may submit questions during the Annual Meeting at www.virtualshareholdermeeting.com/VRME2020, the virtual meeting website, after accessing the Annual Meeting with their 16-digit unique control number found on the Notice of Internet Availability or proxy card (if you requested a printed copy of the proxy materials) and by following the instructions available on the virtual meeting website. We request that questions submitted during the meeting include your contact information.

We will respond to questions received during the Annual Meeting promptly after the meeting. Questions regarding personal matters, including those related to employment, are not pertinent to Annual Meeting matters and therefore will not be answered.

What is “householding” and how does it impact me?

We have adopted a process called “householding” for mailing proxy materials in order to reduce printing and mailing expenses. The SEC householding rules allow us to deliver a single Notice of Internet Availability to stockholders of record who share the same address. If you share an address with another stockholder and have received only one Notice of Internet Availability, but you would prefer to continue receiving a separate Notice of Internet Availability, you may request a separate copy of the Notice of Internet Availability at no cost to you by writing to the Corporate Secretary of the Company at VerifyMe, Inc., 75 S. Clinton Ave., Suite 510 Rochester, New York 14604, Attention: Corporate Secretary, or by calling (585) 736-9400. Alternatively, if you are currently receiving multiple copies of the Notice of Internet Availability at the same address and wish to receive a single copy in the future, you may contact us by calling or writing to us at the telephone number or address given above.

If you are a beneficial owner, the bank, broker or other holder of record may deliver only one copy of the Notice of Internet Availability to stockholders who have the same address unless the bank, broker or other holder of record has received contrary instructions from one or more of the stockholders. If you wish to receive a separate copy of the Notice of Internet Availability, now or in the future, you may contact us at the address or telephone number above and we will promptly deliver a separate copy. Beneficial owners sharing an address who are currently receiving multiple copies of the Notice of Internet Availability and wish to receive a single copy in the future should contact their bank, broker or other holder of record to request that only a single copy be delivered to all stockholders at the shared address in the future.

What does it mean if I receive more than one Notice of Internet Availability or voting instruction card?

If you receive more than one Notice of Internet Availability or voting instruction card, your shares are registered in more than one name or are registered in different accounts. Please vote using each Notice of Internet Availability or voting instruction card to ensure that all of your shares are voted.

Where can I view the proxy materials on the internet?

We are making this proxy statement and voting instructions available to stockholders on or about August 20, 2020, at www.proxyvote.com. We are also making our 2019 Annual Report on Form 10-K available at the same time and by the same method. The 2019 Annual Report on Form 10-K is not a part of the proxy solicitation material and is not incorporated herein by reference.

How can I receive a printed copy of the proxy materials, including the annual report?

Stockholder of Record. You may request a printed copy of the proxy materials by any of the following methods:

Beneficial Owner. You may request a printed copy of the proxy materials by following the instructions provided to you by your broker, bank or nominee.

How do I vote?

Record HolderStockholder of Record. If you are a stockholder of record, there are four ways to vote:

IfWhether or not you plan to attend the meeting, we urge you to vote to ensure your vote is counted. You may still attend the meeting and vote your shares if you have already voted by Internetproxy. Only the latest vote you submit will be counted. For instructions on how to change your vote, see the “Can I change my vote or phone, please DO NOT mail your proxy card.revoke my proxy?” section below.

Beneficial Owner (Holding Shares. If you hold your shares in Street Name)“street name” as a beneficial owner of shares registered in the name of your broker, bank or nominee (“broker”), you must vote your shares in the manner prescribed by your broker. Your broker has enclosed or otherwise provided a voting instruction card for you to use in directing the broker how to vote your shares. Check the voting instruction card used by that organization to see if it offers internet or telephone voting.

Instead of directing your broker how to vote your shares, you may elect to attend the Annual Meeting and vote your shares during the meeting. Instructions on how to vote during the Annual Meeting webcast are posted at www.virtualshareholdermeeting.com/VRME2020. Votes submitted during the Annual Meeting must be received no later than the closing of the polls at the Annual Meeting.

How many votes do I have?

On each matter to be voted upon, you have one vote for each share of common stock you owned as of August 13, 2020, the record date for the Annual Meeting.

What constitutes a quorum?is the quorum requirement?

To carry on the business of the Annual Meeting, we must have a quorum. A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present whenif at least a majority of the outstanding shares of stock entitled to vote asare “present” at the meeting. As of the Record Date, are represented in person or by proxy.

Shares owned by the Company are not consideredrecord date, there were 5,575,554 shares of our common stock issued and outstanding or consideredand entitled to be present at the Annual Meeting. Broker non-votes and abstentions are counted as present for the purpose of determining the existence of a quorum.

What happens if the Company is unable to obtain a quorum?vote.

If you are a quorum is not present to transact businessstockholder of record, your shares will be counted as “present” at the Annual Meeting, Norman Gardner, the Company’s Chairman of the Board, or Patrick White, the Company’s Chief Executive Officer are authorized to adjourn the Annual Meeting until a quorum is present or represented.meeting if:

Which proposals are considered “Routine” or “Non-Routine”?

Proposals 2, 3 and 4 are routine.

Proposal 1 is non-routine.

What is a broker non-vote?

If your shares are held in street name, you must instruct the organization who holds your shares how to vote your shares. If you do not provide voting instructions, your shares will not be counted as “present” at the meeting if your broker has voted on any non-routine proposal. This vote is called a “broker non-vote.” Broker non-votes do not count as a vote “FOR”discretionary item or “AGAINST” Proposals 1, 3 or 4, but have the same effect as a vote “AGAINST” Proposal 2.

If you are the shareholder of record, and you sign and return a proxy card without giving specific voting instructions, then the proxy holders will vote your shares in the manner recommended by the Board on all matters presented in this Proxy Statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the meeting. If your shares are held in street name and you do not provide specific voting instructions to the organization that holds your shares, the organization may generally vote at its discretion on routine matters, but not on non-routine matters. If you sign your proxy card but do not provide instructions on how your broker should vote,has otherwise voted based on your broker will vote your shares as recommended by the Board on any routine matter. See the note below and the following question and answer.

Important rule affecting beneficial owners holding shares in street name.

If your shares are held in street name, you must instruct the organization that holds your shares how to vote your shares. Brokers may not vote shares on the election of directors if they have not received instructions from their clients. Additionally, brokers may not vote shares on any “non-routine” proposals if they have not received instructions from their clients. Please submit your voting instructions so that your vote is counted.

How are abstentions treated?instructions.

Abstentions only have an effectand broker non-votes on non-discretionary items will be counted towards the outcomequorum requirement. If there is no quorum, a majority of any matter being voted on that requires the approval based onshares present at the Company’s total voting stock outstanding.On matters where abstentions have an effect, abstentions will reducemeeting and entitled to vote may adjourn the number of affirmative votes received, but not the required amount needed for the proposalmeeting to pass.another date.

How many votes are needed forto approve each proposal to pass, is broker discretionary voting allowed and what is the effect of an abstention?proposal?

The table below shows the vote required to approve each of the proposals described in this proxy statement, assuming the presence of a quorum, in person or by proxy, at the Annual Meeting.

*Abstentions will reduceHow are votes counted?

For Proposal 1, you may vote “FOR” or “WITHHOLD” with respect to each of the number of affirmative votes received, but notnominees. In tabulating the required percentage neededvoting results for the proposal to pass. Withholding votes on the election of directors, is equivalentonly “FOR” votes are counted. If you elect to an abstention.

Effective September 5, 2019, Mr. Laurence Blickman, a former director, granted the Board an irrevocable proxy to vote all shares of the Company’s common stock beneficially owned by him, which constitutes approximately 7.48% of our common stock issued and outstanding as of the Record Date, on all matters with limited exceptions, which proxy expires on December 4, 2019. A copy of the irrevocable proxy was filed with the Securities and Exchange Commission (the “SEC”) on September 16, 2019. Mr. Blickman retained the dispositive power with respect to these shares and has sold 1,099,551 shares as of the date of this Proxy Statement.

What are the voting procedures?

In voting by proxy with regard toabstain in the election of directors, you may vote in favorthe abstention will not impact the outcome of all nominees, withhold your votes as to all nominees, or withhold your votes as to specific nominees. With regard to the remaining proposals, you may vote in favorelection. Broker non-votes are not counted and will not impact the outcome of each proposal or against each proposal, or in favor of some proposals and against others, or you may abstain from voting on any of these proposals. You should specify your respective choices on the accompanying proxy card or your vote instruction form.

Is my proxy revocable?vote.

You may revoke your proxyvote “FOR,” “AGAINST” or “ABSTAIN” with respect to Proposals 2 and reclaim your right3. In tabulating the voting results for this proposal, “FOR” and “AGAINST” votes are counted. For Proposals 2 and 3, abstentions are not counted and will not impact the outcome of the vote. With respect to Proposal 2, broker non-votes are not counted and will not impact the outcome of the vote. A broker will have discretionary authority to vote upon Proposal 3 relating to and including the dayratification of the selection of our independent registered public accounting firm.

Who counts the votes?

Broadridge Financial Solutions, Inc. has been appointed inspector of election by the Company and will tabulate votes at the Annual Meeting by giving written notice to the Corporate SecretaryMeeting.

What happens if I do not give specific voting instructions?

Stockholder of VerifyMe, by deliveringRecord. If you are a proxy card dated after the datestockholder of record and you do not cast your vote, no votes will be cast on your behalf on any of the proxy or by voting in personitems of business at the Annual Meeting. All written noticesHowever, if no instructions are given, the shares represented by the proxy will be voted on your behalf as follows:

In the event other business properly comes before the Annual Meeting or at any adjournment or postponement of revocationthe meeting, the individuals named in the proxy will vote the shares represented by the proxy in their discretion.

Beneficial Owner. If you are a beneficial owner and other communicationsyou do not provide your broker with specific voting instructions, or if you do not obtain a legal proxy that gives you the right to vote the shares electronically via the internet at the Annual Meeting, your broker is not permitted to, and will not, vote your shares on your behalf, and your shares will not be counted with respect to revocationsProposal 1 and Proposal 2, which are non-routine proposals. Your broker, trustee or nominee has discretionary authority to vote your uninstructed shares with respect to Proposal 3, which is a routine proposal. Uninstructed shares with respect to which your broker does not have discretionary authority are known as “broker non-votes.”

Can I change my vote or revoke my proxy?

If you are a stockholder of proxies should be addressedrecord, you may change your vote by revoking your proxy at any time before it is voted at the Annual Meeting in any one of following ways:

If you hold your shares in street name, contact your broker or other organization regarding how to revoke your instructions and change your vote. You may change your vote by submitting a later-dated vote on the internet or by telephone or by participating in the Annual Meeting webcast and by submitting a later vote during the meeting.

How can I find out the voting results of the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. Final voting results will be published in a Current Report on Form 8-K to be filed with the SEC within four business days after the Annual Meeting.

Who is paying for this proxy solicitation?

Our board of directors is soliciting proxies for use at the Annual Meeting, and we will bear the cost of the proxy solicitation. In addition to solicitation by mail, our directors, officers and employees may solicit proxies personally, by telephone, email or other means of communication. We will not compensate any of these persons for soliciting proxies on our behalf. We will reimburse brokerage firms and other persons representing beneficial owners of shares for their expenses in forwarding solicitation material to such beneficial owners. In addition, we have retained Advantage Proxy, Inc., Clinton Square,a professional proxy solicitation firm, which will assist us in delivering the proxy materials and soliciting proxies for a fee of approximately $7,500.

When are stockholder proposals and director nominations due for next year’s annual meeting?

At our annual meeting of stockholders each year, our board of directors submits to stockholders its nominees for election as directors. In addition, the board of directors may submit other matters to the stockholders for action at the annual meeting.

Our stockholders may submit proposals for inclusion in the proxy materials. These proposals must satisfy the requirements of Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). To be considered for inclusion in next year’s proxy materials, you must submit your proposal in writing by April 22, 2021 to our Corporate Secretary, 75 S. Clinton Ave., Suite 510, Rochester, NY 14604 Attention: Corporate Secretary.New York 14604.

Who is paying for the expenses involved in preparing and mailing this proxy statement?

AllOur Amended and Restated Bylaws (the “Bylaws”), provide that if you, as a stockholder, want to recommend a nominee for director, you must provide a notice, delivered to or mailed and received at our office not less than 90 days nor more than 120 days prior to the first anniversary date of the expenses involvedpreceding year’s annual meeting. Stockholder notices must set forth the specific information as more fully described in preparing, assembling and mailing these proxy materials and all costsour Bylaws. Assuming our 2021 annual meeting of soliciting proxies will be paid bystockholders is held on the Company. In addition to the solicitation by mail, proxies may be solicited by the Company’s officers and regular employees by telephone or in person. Such persons will receive no compensation for their services other than their regular salaries. Arrangements will also be made with brokerage houses and other custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of the shares held of record by such persons, and we may reimburse such persons for reasonable out of pocket expenses incurred by them in so doing.

What happens if additional matters are presented atsame date as the Annual Meeting?

Other than the itemsMeeting, then written notice of business described in this Proxy Statement, we are not awarea nomination for our 2021 annual meeting of any other businessstockholders must be delivered to be acted upon at the Annual Meeting. If you submit a signed proxy card, the persons named as proxy holders will have the discretion to vote your shares on any additional matters properly presented for a vote at the Annual Meeting. If for any reason any of the Company’s nominees are not available as a candidate for director, the persons named as proxy holders will vote your proxy for such other candidate or candidates as may be nominatedmailed and received by the Board.

What is “householding” and how does it affect me?

Record holders who have the same address and last name will receive only one copy of their proxy materials, unless we are notified that one or more of these record holders wishes to continue receiving individual copies. This procedure will reduce the Company’s printing costs and postage fees. Shareholders who participate in householding will continue to receive separate proxy cards.

If you are eligible for householding, but you and other record holders with whom you share an address, receive multiple copies of these proxy materials, or if you hold VerifyMe stock in more than one account, and in either case you wish to receive only a single copy of each of these documents for your household, please contact the Company’sour Corporate Secretary at: VerifyMe, Inc., Clinton Square,at our principal office, 75 S. Clinton Ave., Suite 510, Rochester, NYNew York 14604, Attention: Corporate Secretary.no later than July 2, 2021.

IfIn addition, our Bylaws provide that for you participateto properly bring business before a meeting, you must provide timely notice in householding and wishwriting to receive a separate copy of these proxy materials, or if you do not wish to continue to participate in householding and prefer to receive separate copies of these documents in the future, please contact the Company’sour Corporate Secretary as indicated above. Beneficial owners can request information about householding from their brokers, banks or other holders of record.

Do I have dissenters’ (appraisal) rights?

Appraisal rights are not available to VerifyMe shareholders with any of the proposals brought before the Annual Meeting.

Can a shareholder present a proposal toSecretary. To be considered at the 2020 Annual Meeting?

No business may be transacted at the 2020 Annual Meeting of shareholders (the “2020 Annual Meeting”) other than business that is: (a) specified in thetimely, your notice of meeting (or any supplement thereto) given by or at the direction of the Board (or any duly authorized committee thereof); (b) otherwise properly brought before the meeting by or at the direction of the Board (or any duly authorized committee thereof); or (c) in the case of an annual meeting, otherwise properly brought before the meeting by any shareholder of the Company, (i) who is a shareholder of record on the date of the giving of the notice and on the record date for the determination of shareholders entitled to vote at such meeting, and (ii) who complies with the notice procedures set forth in the Company’s Bylaws.

Proposals by shareholders and persons nominated for election as directors by shareholders shall be considered at the 2020 Annual Meeting only if advance notice thereof has been timely given by the shareholder and such proposals or nominations are otherwise proper for consideration under applicable law, the Company’s Amended and Restated Articles of Incorporation, as amended (the “Articles of Incorporation”), and the Company’s Amended and Restated Bylaws (the “Bylaws”). Notice of any proposal to be presented by any shareholder or of the name of any person to be nominated by any shareholder for election as a director of the Company at any meeting of shareholders shallmust be delivered to the Corporate Secretary of the Companyor mailed and received at its principalour office, not less than 6090 days nor more than 90120 days prior to the day of the meeting; provided, however, that if thefirst anniversary date of the preceding year’s annual meeting. Stockholder notices must set forth the specific information as more fully described in our Bylaws. Assuming our 2021 annual meeting of stockholders is first publicly announced or disclosed (in a public filing or otherwise) less than 70 days prior toheld on the day ofsame date as the meeting, such advance notice shall be given not more than 10 days after such date is first so announced or disclosed. Public notice shall be deemed to have been given more than 70 days in advance of the 2020 Annual Meeting, if the Company shall have previously disclosed, in the Bylawsthen written notice must be delivered to or otherwise, that the annual meeting in each year is to be held on a determinable date, unlessmailed and until the Board determines to hold the meeting on a different date.

Any shareholder who gives notice of any such proposal shall deliver therewith the text of the proposal to be presented and a brief written statement of the reasons such shareholder favors the proposal and setting forth such shareholder’s name and address, the number and class of all shares of each class of stock of the Company beneficially ownedreceived by such shareholder and any material interest of such shareholder in the proposal (other than as a shareholder). Any shareholder desiring to nominate any person for election as a director of the Company shall deliver with such notice a statement, in writing, setting forth (i) the name of the person to be nominated, (ii) the number and class of all shares of each class of stock of the Company beneficially owned by such person, (iii) the information regarding such person required by Item 401 of Regulation S-K adopted by the SEC (or the corresponding provisions of any regulation subsequently adopted by the SEC applicable to the Company) and any other information regarding such person which would be required to be included in a proxy statement filed pursuant to the proxy rules of the SEC, had such nominee been nominated, or intended to be nominated by the Board, (iv) such person’s signed consent to serve as a director of the Company if elected, (v) such shareholder's name and address and the number and class of all shares of each class of stock of the Company beneficially owned by such shareholder, (vi) a representation that such shareholder is a holder of record of stock of the Company entitled to voteour Corporate Secretary at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice, and (vii) a description of all arrangements or understandings between the shareholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nominations are to be made by the shareholder.

The person presiding at the 2020 Annual Meeting shall determine whether such notice has been duly given and shall direct that proposals and nominees not be considered if such notice has not been duly given.

A nomination or other proposal will be disregarded if it does not comply with the above procedures. All proposals and nominations should be sent to VerifyMe, Inc., Clinton Square,our principal office, 75 S. Clinton Ave., Suite 510, Rochester, NYNew York 14604, Attention: Corporate Secretary.no later than July 2, 2021.

We reserve the right to amend the Bylaws and any change will apply to the 2020 Annual Meeting unless otherwise specified in the amendment.

Interest of Officers and Directors in Matters to Be Acted Upon

Except in the election to the Company’s nominees, none of the officers or directorsIf you have any interest in any of the mattersquestions or need assistance with voting, please contact our proxy solicitor Advantage Proxy, Inc. toll free at 1-877-870-8565 or collect at 206-870-8565 or by email to be acted upon at the Annual Meeting.ksmith@advantageproxy.com.

The Board Recommends that Shareholders Vote “For” Proposals 1, 2, 3 and 4.

PROPOSAL 1. ONE:

ELECTION OF DIRECTORS

The sizenumber of our Boarddirectors is established by the board and is currently set at seven. At the Annual Meeting, the seven directorspersons listed below will be nominated as directors. The term of office of each person elected as a director will continue until the next annual meeting or until his successor has been elected and qualified, or until the Board currently consists of six directors with one vacancy. The terms of alldirector’s earlier death, resignation or removal.

All of the Company’s current directors will expireboard’s nominees for director were elected at the Annual Meeting. The Board, upon the recommendation oflast annual meeting and were recommended by the Nominating and Corporate Governance Committee has nominatedof our board of directors. All nominees have consented to serve if elected. In the following incumbent directors: (i) Norman Gardner, (ii) Christopher Gardner, (iii) Marshall Geller, (iv) Howard Goldberg, (v) Arthur Lafferevent that any nominee should be unable to serve or for good cause will not serve, the proxies will be voted for the election of such other persons as the Nominating and (vi) Patrick White, and one director nominee, Scott Greenberg, for election at the Annual Meeting, each for a one-year termCorporate Governance Committee may recommend, provided that expires at the next year’s annual shareholders’ meeting.

If all of the directors and the director nominee named in this Proxy Statement are elected at the Annual Meeting the Board will consist of seven directors. The proxies cannot be voted for a greater number of persons than the number of the director nominees named in this Proxy Statement.proxy statement.

AllThe SEC’s rules require us to briefly discuss the particular experience, qualifications, attributes or skills that led our board of directors to conclude that each director or nominee for director should serve on our board of directors. We have provided this discussion in a separate paragraph immediately below the biographical information of each director.

The board of directors unanimously recommends a vote FOR the election as directors each of the nominees listed above have been nominated by the Board and have agreed to serve if elected. The seven persons who receive the most votes cast will be elected and will serve as directors until the next Annual Meeting. If a nominee becomes unavailable for election before this Annual Meeting, the Board can name a substitute nominee and proxies will be voted for such substitute nominee unless an instruction to the contrary is written on the proxy card.below.

The Board recommends a vote “For” the election of the director nominees.

DIRECTORS AND EXECUTIVE OFFICERS

DirectorsNominees for Election as Directors:

Director Nominee Biographies

Norman Gardner– Mr. Gardner, the Company’s founder, was appointed as Chairman of the Board on January 28, 2017. Mr. Gardner was previously a director and Vice-Chairman of the Company from the Company’s inception in November 1999 until January 1, 2013.  Mr. Gardner served as Chief Executive Officer of the Company from November 1999 until January 1, 2013, and from January 28, 2017 until August 9, 2017. Mr. Gardner has been a consultant to the Company since June 2017 and was previously a consultant to the Company from January 2013 until January 2017. As our Chairman and Founder, he brings to the Board extensive knowledge of the Company’s products, structure, history, major shareholders and culture.

Christopher Gardner – Christopher Gardner has served as a director of the Company since May 8, 2019. Mr. Gardner has been a Senior Advisor to Wisdom Tree Investments, Inc. (NASDAQ:WETF), an exchange-traded fund, since June 12, 2018. From October 2010 until April 2016, he was the Ambassador of Happyness for AARP, a nonprofit organization dedicated to empowering Americans age 50 and older. Mr. Gardner is an international best-selling author and award-winning film producer. Mr. Gardner established the institutional brokerage firm of Gardner Rich and Company in 1989 that closed in December 2012. Mr. Gardner was selected to serve on the Board for his entrepreneurial experience and network of relationships, which the Board believes are valuable assets to the Company and its growth. Christopher Gardner is not related to Norman Gardner.

Scott Greenberg– Mr. Greenberg has been nominated for election to the Board at the 2019 Annual Meeting. Mr. Greenberg has served as Chief Executive Officer of GP Strategies Corporation (“GP Strategies”) since April 2005. He was President of GP Strategies from 2001 to 2006, Chief Financial Officer from 1989 until 2005, Executive Vice President from 1998 to 2001, Vice President from 1985 to 1998, and held various other positions with GP Strategies since 1981. Mr. Greenberg was also a Director of Wright Investors’ Service Holdings, Inc., formerly National Patent Development Corporation (“NPDC”), from 2004 to 2015. The Board believes Mr. Greenberg is qualified to serve on the Board because, if elected, he would bring to the Board significant experience and expertise in management, acquisitions and strategic planning, as well as many years of finance and related transactional experience.

Arthur Laffer – Dr. Laffer has served as a director of the Company since March 23, 2019. Dr. Laffer is the founder and chairman of Laffer Associates, an institutional economic research and consulting firm, as well as Laffer Investments, an institutional investment management firm utilizing diverse investment strategies. Dr. Laffer has served as a director of EVO Transportation & Energy Services, Inc. (OTCPINK: EVOA) since August 2018, GEE Group, Inc. (NYSE American: JOB) since January 2015, and NexPoint Residential Trust Inc. (NYSE: NXRT) since May 2015. Dr. Laffer’s economic acumen and influence in triggering a world-wide tax-cutting movement in the 1980s have earned him the distinction in many publications as “The Father of Supply-Side Economics.” Dr. Laffer was a member of President Reagan’s Economic Policy Advisory Board for both of his two terms (1981-1989). Dr. Laffer also advised Prime Minister Margaret Thatcher on fiscal policy in the UK during the 1980s. In the early 1970s, Dr. Laffer was the first to hold the title of Chief Economist at the Office of Management and Budget under Mr. George Shultz. Additionally, Dr. Laffer served as Charles B. Thornton Professor of Business Economics at the University of Southern California and as Associate Professor of Business Economics at the University of Chicago. In June 2019, Dr. Laffer received the Presidential Medal of Freedom. The Board believes Dr. Laffer is qualified to serve on the Board because of his expertise in economics and his experience as a director of multiple companies.

Marshall Geller– Mr. Geller has served as a director of the Company since July 12, 2017. Mr. Geller has been a director and a member of the audit committee of GP Strategies Corporation (NYSE:GPX) since 2002. Mr. Geller was a director of Wright Investors’ Service Holdings Inc. (OTCMKT:WISH) since January 2015. Mr. Geller was a founder of St. Cloud Capital, a Los Angeles based private equity fund, and Senior Investment Advisor from December 2001 until September 2017. He has spent more than 50 years in corporate finance and investment banking, including 21 years as a Senior Managing Partner of Bear, Stearns & Co., with oversight of all operations in Los Angeles, San Francisco, Chicago, Hong Kong and the Far East. Mr. Geller is currently on the Board of Directors of UCLA Health System and is on the Board of Governors of Cedars Sinai Medical Center, Los Angeles. Mr. Geller also served on the Dean’s Advisory Council for the College of Business & Economics at California State University, Los Angeles. Mr. Geller was appointed to the Company’s Board for his experience as a managing partner of a private equity fund, his many years of experience and expertise as an investor in and adviser to companies in various sectors and his experience with serving on the board of directors of other companies.

Howard Goldberg– Mr. Goldberg has served as a director of the Company since July 12, 2017. Mr. Goldberg served as a director of Winthrop Realty Trust from 2003 until August 2016, when it was converted to Winthrop Realty Liquidating Trust. Since August 2016, Mr. Goldberg has served as a trustee of the Winthrop Realty Liquidating Trust. Mr. Goldberg was a director of New York REIT, Inc. from March 2017 until October 2018, when it converted to a limited liability company called New York REIT LLC. Since October 2018, Mr. Goldberg has been a manager of New York REIT LLC. He has been retired since 1994 after a long career as a lawyer. He provided consulting services to the Company through December 31, 2017. Mr. Goldberg was appointed to the Board for his experience with being a director of other public companies and his legal expertise.

Patrick White – Patrick White has served as a director of the Company since July 12, 2017. Mr. White founded Document Security Systems, Inc. (NYSE:DSS), a technology company, and served as its chief executive officer and director from August 2002 until December 2012 and as its business consultant from 2012 to March 2015. He has been a director of Box Score Brands, Inc. (formerly, U-Vend, Inc.) since 2009. Mr. White was a Financial Adviser for the Monroe County Government from April 2016 until May 2017. Mr. White worked as an independent consultant from March 2015 until March 2016. He was a consultant to the Company from June 1, 2017 through August 14, 2017, when he was appointed Chief Executive Officer and President. Mr. White was appointed to our Board for his experience with previously serving as the chief executive officer of a public company.

Executive Officers

Patrick White – See above for Mr. Patrick White’s biography.

Norman Gardner– See above for Mr. Norman Gardner’s biography.

Margaret Gezerlis– Ms. Gezerlis has been the Company’s Chief Financial Officer since May 2018. In November 2018, Ms. Gezerlis became an employee of the Company. Ms. Gezerlis was previously an employee of the CFO Squad LLC from February 2018 until November 2018 where she worked as an independent contractor for the Company. Previously, Ms. Gezerlis was a Financial Reporting Manager at Bankrate.com from March 2017 until February 2018. Prior to her position at Bankrate.com, Ms. Gezerlis was a financial reporting manager at Westport Fuel Systems Inc. (Nasdaq:WPRT) from March 2014 to November 2016 and a performance services manager at Workiva Inc. (NYSE:WK) from June 2012 to March 2014. Ms. Gezerlis holds an international accounting qualification from the Association of Chartered Certified Accountants.

Marshall Geller
Age: 81   Director since: July 2017	Board Committee:  Audit; Nominating and Corporate Governance; Executive; Mergers & Acquisitions (Chair)
Mr. Geller has been a director and a member of the audit committee of GP Strategies Corporation (NYSE:GPX) since 2002. Mr. Geller was a director of Wright Investors’ Service Holdings Inc. (OTCMKT:WISH), formerly National Patent Development Corporation, from January 2015 until October 2018. He is also currently a Director of Easy Smart Pay, a public-private partnership of the California State Association of Counties Finance Corporation. Mr. Geller formerly served as a director of California Pizza Kitchen, Inc., (formerly Nasdaq:CPKI) from 2008 until 2011, and Hexcel Corporation (NYSE:HXL) from 1994 until 2003. Mr. Geller was a founder of St. Cloud Capital, a Los Angeles based private equity fund, and Senior Investment Advisor from December 2001 until September 2017. He has spent more than 50 years in corporate finance and investment banking, including 21 years as a Senior Managing Partner of Bear, Stearns & Co., with oversight of all operations in Los Angeles, San Francisco, Chicago, Hong Kong and the Far East. Mr. Geller is currently on the Board of Directors of UCLA Health System and on the Board of Governors of Cedars Sinai Medical Center, Los Angeles. Mr. Geller also serves on the Dean’s Advisory Council for the College of Business & Economics at California State University, Los Angeles.
Experience and Qualifications
Mr. Geller’s financial and business experience, including as a managing partner of a private equity fund, and his many years of experience and expertise as an investor in and adviser to companies in various sectors as well as his experience with serving on the boards of directors of other public and private corporations give him the qualifications, skills and financial expertise to serve on our board of directors.

Keith GoldsteinCORPORATE GOVERNANCE – Mr. Goldstein has served as the Chief Operating Officer

Board Meetings

The board of directors held nine meetings during fiscal year 2019. Each director then in office attended at least 75% of the Company sincetotal of board meetings and meetings of board committees on which he served during fiscal year 2019.

Director Independence

The listing standards of The Nasdaq Stock Market LLC (“Nasdaq”) require that a majority of our board of directors be independent. No director will qualify as independent unless the board affirmatively determines that the director has no relationship with us that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Based upon the Nasdaq listing standards and applicable SEC rules and regulations, our board has determined that Chris Gardner, Marshall Geller, Howard Goldberg, Scott Greenberg and Arthur Laffer are independent, and Laurence Blickman and Carl Berg, who resigned in February 2019, and Eugene Robin, who resigned in September 1, 2017. Mr. Goldstein served as2019, were independent during the period of their service. Norman Gardner is not considered independent because he is our consultant, and Patrick White, President and Chief Executive Officer, of Infinacom LLC, a provider of biometric based security solutions, from April 2018 until March 2019. He was previously Chief Executive Officer of ABCorp North America, a supplier of secure payment, retail and identification cards, vital record and transaction documents, systems and services to governments and financial institutions, from 2011 until April 2017, and has provided professional sales and advisory services to ABCorp since April 2017.is not an independent because he is our employee.

Family RelationshipsBoard Leadership Structure

There are no family relationships amongWe separate the Company’s directors and/or executive officers.

CORPORATE GOVERNANCE

Board Responsibilities

The Board oversees, counsels, and directs management in regard to the long-term interestsroles of the Company and its shareholders. The Board’s responsibilities include establishing broad corporate policies and reviewing the overall performance of the Company. The Board is not involved in the operating details on a day-to-day basis.

Director Independence

With the exception of Mr. Patrick White and Mr. Norman Gardner, our Board has determined that each of our current directors and Mr. Scott Greenberg, the director nominee, is independent in accordance with the independence standards under the Nasdaq Listing Rules. In affirmatively determining Mr. Greenberg’s independence, the Board considered his service as the Chief Executive Officer and Chairman of the Board of GP Strategies, where Mr. Marshall Geller, a member ofboard because we believe that our Board, serves as a director,corporate governance is most effective when these positions are not held by the same person. The board recognizes the differences between the two roles and determinedbelieves that it does not impactseparating them allows each person to focus on his independence.individual responsibilities. Under this leadership structure, our Chief Executive Officer can focus his attention on generating sales, overseeing sales and marketing, and managing the day-to-day company operations, while our Chairman can focus his attention on board responsibilities.

Our BoardAlthough the board has determinednot adopted a formal policy regarding the separation of the roles of the Chairman and the Chief Executive Officer, we believe that having separate positions is the appropriate leadership structure for us at this time. Depending on the circumstances, other leadership models, such as a resultcombining the role of Mr. Norman Gardner being a consultantChairman with the role of Chief Executive Officer, might be appropriate. Accordingly, our board of directors intends to the Company, and Mr. White being an executive officer, neither is an independent director under the Nasdaq Listing Rules.periodically review our leadership structure.

Our Board has determined that Mr. Marshall Geller, Mr. Howard Goldberg and Mr. Scott Greenberg are independent under the Nasdaq Listing Rules’ independence standards for Audit Committee members. Our Board has also determined that Marshall Geller, Christopher Gardner and Howard Goldberg are independent under the Nasdaq Listing Rules independence standards for Compensation Committee members.

Board Committees and ChartersLead Independent Director

The board of directors has appointed a lead independent director, currently Howard Goldberg, in order to promote independent leadership of the board. The lead independent director presides over the executive sessions of the independent directors, chairs board meetings in the Chairman’s absence, and is available to engage directly with major stockholders where appropriate. The guidance and direction provided by the lead independent director reinforce the board’s independent oversight of management and contribute to communication among members of the board of directors.

Board Committees

The board of directors has a standingestablished an Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee andCommittee. In 2018, the board also established a Finance and Uplisting Committee.Committee whose members consisted of Messrs. Geller (Chair), Goldberg and Laffer, which was dissolved on July 14, 2020. The Boardtable below shows the number of meetings held during fiscal year 2019 and its committees meet throughout the names of the directors who served during fiscal year 2019 and act by written consent from time to time as appropriate. The Board delegates various responsibilities and authority to its committees to the extent permitted by the applicable law. currently serving on each committee.

⁽¹⁾ Messrs. Blickman and Berg served as directors and members of the committee until February 2019.

⁽²⁾ Chair

⁽³⁾ Mr. Robin served as a director and member of the Audit Committee until September 2019.

⁽⁴⁾ The following table identifiesdirector served as a member of the committee until July 2020.

In addition on July 14, 2020, the board established an Executive Committee and a Mergers & Acquisitions Committee. The current members of the standing committeesExecutive Committee are Messrs. N. Gardner (Chair), Geller and Goldberg. The current members of the Board:

(1)       Following Mr. Robin’s resignation in September 2019, the AuditMergers & Acquisitions Committee currently consists of two members. Effective immediately upon the Annual Meeting, Mr. Greenberg (if elected) will serve as the Chairman of the Audit Committee.are Messrs. Geller (Chair), Goldberg and Greenberg.

Each committee acts pursuant to a written charter adopted by our board of directors. The current charters for each board committee are available on our website, www.verifyme.com under the heading, “Investors” and the subheading, “Corporate Governance.” The information contained on our website is not a part of this proxy statement.

Audit Committee

The responsibilities of the Audit Committee include monitoringmonitors the integrity of theour financial statements, of the Company, monitoringmonitors the independent registered public accounting firm’s (the “Auditors”) qualifications and independence, monitoringmonitors the performance of the Company’sour internal audit function and the Auditors,auditors, and evaluating the Company’smonitors our compliance with legal and regulatory requirements. It also meetsThe Audit Committee has the sole authority and responsibility to select, evaluate and engage independent auditors for the Company. The Audit Committee reviews with our Auditors to review the results of their auditauditors and review ofwith the Company’s financial management our annual and interim consolidated financial statements. Mr. Scott Greenberg has agreedstatements and all matters relating to serve as Audit Committee Chairman if elected at the Annual Meeting.annual audit of the Company. The Audit Committee operates under a written charter which is available onalso prepares the Company’s website: https://www.verifyme.com/investor#sec. audit committee report that the SEC requires to be included in our annual proxy statement.

The Audit Committee held nine meetingsis a separately-designated standing committee established in 2018.

Audit Committee Financial Expert

Our Boardaccordance with Section 3(a)(58)(A) of the Exchange Act. The board of directors has determined that each member of the audit committee meets the independence and financial literacy requirements applicable to audit committee members under the Nasdaq listing standards and SEC rules. The board of directors has further determined that Mr. Greenberg a director nominee, is qualifiedqualifies as an Audit Committee Financial Expert, as that term is defined by“audit committee financial expert” in accordance with the applicable rules and regulations of the SEC, in compliance with the Sarbanes-Oxley Act of 2002. Mr. Greenberg (if elected) will replace Mr. Eugene Robin who had previously qualified as an Audit Committee Financial Expert until his resignation in September 2019.SEC.

Compensation Committee

The responsibilitiesCompensation Committee reviews, recommends and approves salaries and other compensation of the Company’s executive officers, and administers the Company’s equity incentive plans (including reviewing, recommending and approving stock option and other equity incentive grants to executive officers).

The Compensation Committee meets in executive session to determine the compensation of the Chief Executive Officer of the Company. In determining the amount, form, and terms of such compensation, the Committee considers the annual performance evaluation of the Chief Executive Officer conducted by the board in light of our goals and objectives relevant to Chief Executive Officer compensation, competitive market data pertaining to Chief Executive Officer compensation at comparable companies, and such other factors as it deems relevant, and is guided by, and seeks to promote, the best interests of the Company and its stockholders.

In addition, subject to existing agreements, the Compensation Committee include reviewingdetermines the salaries, bonuses, and other matters relating to compensation of ourthe executive officers and making recommendations toof the Company regarding compensation. The Compensation Committee has the power to setusing similar parameters. It sets performance targets for determining periodic bonuses payable to executive officersofficers. It also reviews and may reviewmakes recommendations to the board regarding executive and makeemployee compensation and benefit plans and programs generally, including employee bonus and retirement plans and programs (except to the extent specifically delegated to a board appointed committee with authority to administer a particular plan). In addition, the Compensation Committee approves the compensation of non-employee directors and reports it to the full board.

The Compensation Committee also reviews and makes recommendations with respect to shareholderstockholder proposals related to compensation matters. Additionally,The committee administers the Company’s equity incentive plans, including the review and grant of stock options and other equity incentive grants to executive officers and other employees and consultants.

The Compensation Committee may, in its sole discretion and at the Company’s cost, retain or obtain the advice of a compensation consultant, legal counsel or other adviser. The Compensation Committee is directly responsible for the appointment, compensation and oversight of the work of any compensation consultant, legal counsel and other adviser retained by the committee.

The board of directors has determined that each member of the Compensation Committee is responsiblemeets the independence requirements applicable to compensation committee members under the Nasdaq listing standards.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee identifies individuals qualified to become members of the board, consistent with criteria approved by the board; recommends to the board the director nominees for administering the VerifyMe, Inc. 2017 Equity Incentive Plan (the “2017 Plan”). The Compensation Committee operates under a written charternext annual meeting of stockholders or special meeting of stockholders at which is availabledirectors are to be elected; recommends to the board candidates to fill any vacancies on the Company’s website: https://www.verifyme.com/investor#sec. The Compensation Committee held two meetings in 2018.board; develops, recommends to the board, and reviews the corporate governance guidelines applicable to the Company; and oversees the evaluation of the board and management.

In recommending director nominees for the next annual meeting of stockholders, the Nominating and Corporate Governance Committee ensures the Company complies with its contractual obligations, if any, governing the nomination of directors. It considers and recruits candidates to fill positions on the board, including as a result of the removal, resignation or retirement of any director, an increase in the size of the board or otherwise. The committee conducts, subject to applicable law, any and all inquiries into the background and qualifications of any candidate for the board and such candidate’s compliance with the independence and other qualification requirements established by the committee. The committee also recommends candidates to fill positions on committees of the board.

Nominating

In selecting and Corporate Governance Committeerecommending candidates for election to the board or appointment to any committee of the board, the committee does not believe that it is appropriate to select nominees through mechanical application of specified criteria. Rather, the committee shall consider such factors at it deems appropriate, including, without limitation, the following: personal and professional integrity, ethics and values; experience in corporate management, such as serving as an officer or former officer of a publicly-held company; experience in the Company’s industry; experience as a board member of another publicly-held company; diversity of expertise and experience in substantive matters pertaining to the Company’s business relative to other directors of the Company; practical and mature business judgment; and composition of the board (including its size and structure).

The responsibilitiescommittee develops and recommends to the board a policy regarding the consideration of director candidates recommended by the Company’s stockholders and procedures for submission by stockholders of director nominee recommendations.

In appropriate circumstances, the committee, in its discretion, will consider and may recommend the removal of a director, in accordance with the applicable provisions of our Amended and Restated Articles of Incorporation and Bylaws. If we are subject to a binding obligation that requires director removal structure inconsistent with the foregoing, then the removal of a director shall be governed by such instrument.

The committee oversees the evaluation of the board and management. It also develops and recommends to the board a set of corporate governance guidelines applicable to us, which the committee shall periodically review and revise as appropriate. In discharging its oversight role, the committee is empowered to investigate any matter brought to its attention.

The board of directors has determined that each member of the Nominating and Corporate Governance Committee include identifying, recommending and recruiting individuals qualified to become Board members, establishing a policy for shareholder nominations, recommending removalmeets the director independence requirements of directors, evaluating the Board and management, establishing corporate governance guidelines, and evaluating its own performance and charter. The Nominating and Corporate Governance Committee operates under a written charter which is available on the Company’s website: https://www.verifyme.com/investor#sec. The Nominating and Corporate Governance Committee held one meeting in 2018.Nasdaq listing standards.

Number of MeetingsExecutive Committee

The Executive Committee acts on behalf of the Boardboard between regularly scheduled board meetings, and subject to certain limitations imposed by applicable legal or regulatory requirements, may exercise during such intervals, all of the powers of the board in 2018the management of the business, affairs and property of our Company.

In 2018, the Board had two meetings and took action by written consent on five occasions. For a part of 2018 the Board also had a standing ExecutiveMergers & Acquisitions Committee which had four meetings and acted by written consent on 15 occasions in 2018. There were no directors (who were incumbent at the time) who attended fewer than 75 percent of the aggregate total number of Board meetings and meetings of the Board committees of which the director was a member during 2018. VerifyMe does not have a policy regarding director attendance of annual shareholders’ meetings. Messrs. Norman Gardner and Patrick White attended the 2018 annual shareholders’ meeting.

The Mergers & Acquisitions Committee is empowered to review and assess, and assist the board in reviewing and assessing, potential mergers, acquisitions, joint ventures and strategic investments.

Board Diversity

While we do not have a formal policy on diversity, the Boardboard considers diversity to include the skill set, background, reputation, type and length of business experience of the Boardboard members as well as a particular nominee’s contributions to that mix.  The Boardboard believes that diversity brings a variety of ideas, judgments and considerations that benefit the Company and its shareholders.stockholders.  Although there are many other factors, the Boardboard seeks individuals with experience on operating and growing businesses.

Board Leadership StructureDirector Attendance at Annual Meetings

Mr.Although the Company does not have a policy regarding director attendance of our annual meeting of stockholders, board members are encouraged to attend. Patrick White and Norman Gardner serves asattended the Chairman2019 annual meeting of the Board and actively interfaces with management, the Board and counsel regularly. The Board has not adopted a formal policy regarding the separation of the roles of Chairman of the Board and Chief Executive Officer. The Nominating and Corporate Governance Committee periodically assesses these roles and the board leadership structure to ensure that it best serves the interests of the Company and its shareholders.stockholders.

The Board has determined that separating the roles of Chairman and Chief Executive Officer is in the best interests of the Company and its shareholders at this time, asit allows the Chief Executive Officer to focus on generating sales, overseeing sales and marketing, and managing the Company while leveraging the experience and perspectives of the Chairman, who is our founder, and offers an additional channel of communication for other directors, investors and employees.

The Board has also created the position of Lead Director to facilitate the communications between management and the Board and to promote effective governance standards. The Board elects a Lead Director from our independent directors. Mr. Howard Goldberg currently serves as our Lead Director.

Role of the Board in Risk Oversight

The Company’s risk management function is overseen by the Board. The Company’sboard. This oversight is conducted in part through the board’s committees. Our Audit Committee focuses on risks associated with financial matters, particularly financial reporting and disclosures, accounting, internal control over financial reporting, financial policies, and compliance with legal and regulatory matters related to accounting and financial reporting. Our Nominating and Corporate Governance Committee focuses on the oversight of risks associated with our corporate governance, including board membership and structure. Our Compensation Committee focuses on the oversight of risks arising from our compensation policies and programs.

While our board committees have certain oversight responsibilities, the full board retains responsibility for general oversight of risk. Our Chairman works closely together with other members of the board when material risks are identified on how to best address such risks. If the identified risk poses an actual or potential conflict with management, our independent directors may conduct the assessment. In addition, our management keeps the Boardboard apprised of material risks and provides its directors access to all information necessary for them to understand and evaluate how these risks interrelate, how they affect us, and how management addresses those risks. Mr. Norman Gardner, Chairman of the Board, works closely together with the other members of the Board once material risks are identified on how to best address such risks. If the identified risk poses an actual or potential conflict with management, the Company’s independent directors may conduct the assessment. Presently, the primary risks affecting us are the Company’s ability to generate revenue and our liquidity.

Code of Business Conduct and Ethics

The Boardboard has adopted a Code of Business Conduct and Ethics (the “Code of Ethics”) that applies to all of the Company’sour employees, including the Company’sour Chief Executive Officer and Chief Financial Officer. Although not required, the Code of Ethics also applies to the Company’sour directors. The Code of Ethics provides written standards that we believe are reasonably designed to deter wrongdoing and promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, full, fair, accurate, timely and understandable disclosure and compliance with laws, rules and regulations and the prompt reporting of illegal or unethical behavior.behavior, and accountability for adherence to the Code of Ethics. The Code of Ethics is available on the Company’sour website athttps://www.verifyme.com/code-of-conduct and the Company will providecode-of-conduct. The information contained on our website is not a copy, without charge, to anyone that requests one in writing to VerifyMe, Inc., Clinton Square, 75 S. Clinton Ave., Suite 510 Rochester, NY 14604 Attention: Corporate Secretary.part of this proxy statement.

Delinquent Section 16(a) ReportsAnti-Hedging Policy

Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) requires the Company’sWe have a no hedging policy that prohibits directors, executive officers and persons who own more than 10%employees from engaging in transactions that hedge or offset any decrease in the market value of the Company’s common stock to file initial reports of beneficial ownership and changes in beneficial ownership of the Company’s common stock and other equity securities with the SEC. These individuals are required by the regulations of the SEC to furnish us with copies of all Section 16(a) reports they file. Based solely on a review of the copies of the forms furnished to us, we believe that, during the year ended December 31, 2018, all of our executive officers, directors and greater than 10% shareholders complied with all Section 16(a) filing requirements, except that one Form 4 for each of Messrs. Laurence Blickman and Marshall Geller reporting grants of common stock and warrants to purchase common stock was not timely filed due to an administrative error.granted as compensation.

Communication with the Company’s BoardStockholder Communications

Although VerifyMe does not have a formal policy regarding communications withStockholders may send correspondence by mail to the Board, shareholders may communicate withfull board of directors or to individual directors. Stockholders should address correspondence to the Board by writing to us atboard of directors or individual board members in care of: VerifyMe, Inc., Clinton Square, 75 S. Clinton Ave., Suite 510 Rochester, NY 14604 Attention: Corporate Secretary. Shareholders who would like their submission directed to a member of the Board may so specify, and the communication will be forwarded, as appropriate.

Transactions with Related Persons

The following is a summary of transactions, since January 1, 2017, to which we have been a party in which the amount involved exceeded the lesser of $120,000 or 1% of the average of our total assets at December 31, 2017 and December 31, 2018, and in which any of our directors, executive officers, beneficial holders of more than 5% of our capital stock or certain other related persons had or will have a direct or indirect material interest, other than compensation arrangements that are described in sections of this Proxy Statement entitled “Employment and Consulting Agreements” and “Consulting Agreement with Chairman of the Board.”

In January 2018, we issued 1,749,683 shares and 1,749,683 warrants to purchase common stock at an exercise price of $0.15 per share to entities controlled by Paul Klapper, a former member of our Board, relating to a note payable conversion that took place in June 2017 prior to the time he became a director. Mr. Klapper resigned from the Board on March 31, 2018.

On February 19, 2018, we authorized a warrant reduction program (the “Program”) permitting warrant holders of our outstanding $0.15 warrants to exercise their warrants for $0.10 per share (the “Reduced Price”) under the terms of the Program. We received total gross proceeds of approximately $2,079,345 from the exercise of warrants under the Program at the Reduced Price. Included in the above amounts are gross proceeds of $1,205,458, consisting of $572,000 from Carl Berg, $110,000 from Marshall Geller, $71,500 from Harvey Eisen, and $451,958 from Laurence Blickman, each a director at the time of the exercise. Currently, only Mr. Geller remains a director.

On March 31, 2018, we entered into a Settlement Agreement with Paul Klapper, who was at the time a member of our Board, and certain other parties named in the Settlement Agreement. Pursuant to the terms of the Settlement Agreement, we (i) paid a total of $500,000 (the “Settlement Amount”) to a fund controlled by Paul Klapper and an additional party and (ii) issued a total of 1,000,000 shares of our common stock to the fund and a third party (the “Settlement Shares”). In exchange for the payment and issuance to Mr. Klapper, the Company obtained from Mr. Klapper the cancellation of certain revenue sharing agreements, as of March 31, 2018, between us and Mr. Klapper (or an affiliate) and the third party, and termination of our obligation to issue Mr. Klapper or his affiliates warrants to purchase 3,700,000 shares of our common stock at an exercise price of $0.40 per share.  As a condition of entering into the Settlement Agreement, we accelerated the vesting of 150,000 shares of restricted common stock held by Mr. Klapper which were part of a 300,000 share grant in August 2017. Mr. Klapper joined the Board on July 14, 2017 and resigned as of March 31, 2018. 

On July 31, 2018, our former director, Laurence Blickman, exercised 1,439,524 warrants held by an entity under his control at an exercise price of $0.15 per share for a total price of $215,929.

In 2017, we authorized a private placement with a maximum offering amount of $2,100,000 allowing investors to purchase units consisting of 715,000 shares of common stock and 715,000 five-year warrants exercisable at $0.15 per share. In January 2018, we approved an increase in the offering. The following directors or former directors of the Company purchased the following securities in connection with the offering:

Security Ownership of Management and Certain Beneficial Owners

The following table sets forth the number of shares of VerifyMe’ common stock beneficially ownedas of the Record Dateby (i) those persons known to VerifyMe to be owners of more than 5% of its common stock, (ii) each director and director nominee, (iii) the Named Executive Officers (as defined in the Summary Compensation Table), and (iv) VerifyMe’ executive officers and directors as a group. Unless otherwise specified in the notes to this table, the address for each person is: VerifyMe, Inc., Clinton Square, 75 S. Clinton Ave, Suite 510, Rochester, NYNew York 14604, Attention: Corporate Secretary.

___________________All stockholder correspondence will be compiled by our Corporate Secretary and forwarded as appropriate. In general, correspondence relating to corporate governance issues, long-term corporate strategy, or similar substantive matters will be forwarded to the board of directors, the individual director, one of the aforementioned committees of the board, or a committee member for review. Correspondence relating to ordinary business affairs or those matters more appropriately addressed by our officers or their designees will be forwarded to such persons accordingly.

MANAGEMENT AND EXECUTIVE OFFICERS

We are currently served by four executive officers, Mr. White, Ms. Gezerlis, Mr. Goldstein and Mr. Fliderman.

Patrick White, age 67, is our President and Chief Executive Officer. Additional information about Mr. White can be found under “Proposal One: Election of Directors.”

Margaret Gezerlis, age 39, has been our Chief Financial Officer since May 2018. In November 2018, Ms. Gezerlis became our employee. Ms. Gezerlis was previously an employee of the CFO Squad LLC from February 2018 until November 2018, where she worked as an independent contractor for the Company. Previously, Ms. Gezerlis was a Financial Reporting Manager at Bankrate.com from March 2017 until February 2018. Prior to her position at Bankrate.com, Ms. Gezerlis was a financial reporting manager for Westport Fuel Systems Inc. (Nasdaq:WPRT), previously Fuel Systems Solutions, Inc. (Nasdaq:FSYS), from September 2015 to November 2016, a senior financial analyst from March 2014 to September 2015 and a performance services manager for Workiva Inc. (NYSE:WK) from June 2012 to March 2014. Ms. Gezerlis holds an international accounting qualification from the Association of Chartered Certified Accountants.

Keith Goldstein, age 52, has served as the acting Chief Operating Officer of the Company since September 2017. Mr. Goldstein is the manager and principal of POC Advisory Group, LLC, which provides business advisory services, since May 2017. We contract with POC Advisory Group, LLC for Mr. Goldstein’s services. Mr. Goldstein was the Chief Executive Officer of Infinacom, a provider of biometric based security solutions, from April 2018 until March 2019. He was previously Chief Executive Officer of ABCorp., North America, a supplier of secure payment, retail and identification cards, vital record and transaction documents, systems and services to governments and financial institutions, from 2011 until April 2017, and has provided professional sales and advisory services to ABCorp. since April 2017.

Sandy Fliderman, age 43, has been the Company’s Chief Technology Officer since 2015. Mr. Fliderman is the President and Co-Founder of Industry FinTech Inc. since February 1, 2017. Prior to his current role with the Company, Mr. Fliderman was the Chief Information Officer at VEEDIMS, LLC, an Internet of Things technology company specializing in data collection and distribution in the aerospace and marine industries. In addition IT/IS, R&D and Operations, Mr. Fliderman lead the charge for VEEDIMS, LLC to attain the AS9100 and ISO9001:2008 certifications needed to do business in the aerospace markets. Mr. Fliderman started his career working on the trading floor at JPMorgan Chase & Co. (NYSE:JPM) for a number of years before founding the NYC based digital creative agency called Zaah where he was Chief Technology Officer and Founder for almost 15 years. Mr. Fliderman was co-inventor on a number of patents and created the technology behind VerifyMe.

Executive CompensationEXECUTIVE COMPENSATION

This proxy statement contains information about the compensation earned and paid to our named executive officers during fiscal year 2019 and fiscal year ended December 31, 2018 (“fiscal year 2018”). For fiscal year 2019, in accordance with the executive compensation disclosure rules and regulations of the SEC, we determined that the following officers were our named executive officers:

Summary Compensation Table

The following information is related to the compensation paid, distributed or accrued by us for the years ended December 31, 2018 and 2017 to our Chief Executive Officer (principal executive officer) serving during the last fiscal year and the other most highly compensated executive officers serving at the end of the last fiscal year whose compensation exceeded $100,000 (the “Named Executive Officers”).

Summary Compensation Table

and Certain Risks Associated with the Reverse Split

Beneficial Owners

If the Reverse Split does not result in a proportionate increase in the price of our common stock, we may not be able to list our common stock on The Nasdaq Capital Market.

We expect that the Reverse Split of will increase the market price of our common stock so that we will be able to meet the minimum bid price requirement of the listing rules of The Nasdaq Capital Market. However, the effect of Reverse Split upon the market price of our common stock cannot be predicted with certainty, and the results of reverse stock splits by companies in similar circumstances have been varied. It is possible that the market price of our common stock following the Reverse Split will not increase sufficiently for us to be in compliance with the minimum bid price requirement. If we are unable meet the minimum bid price requirement, we may be unable to list our shares on The Nasdaq Capital Market.

Even if the Reverse Split achieves the requisite increase in the market price of our common stock, we cannot assure you that we will be able to continue to comply with the minimum bid price requirement of The Nasdaq Capital Market.

Even if the reverse stock split achieves the requisite increase in the market price of our common stock to be in compliance with the minimum bid price of The Nasdaq Capital Market, there can be no assurance that the market price of our common stock following the Reverse Split will remain at the level required for continuing compliance with that requirement. It is not uncommon for the market price of a company’s common stock to decline in the period following a reverse stock split. If the market price of our common stock declines following the effectuation of the Reverse Split, the percentage decline may be greater than would occur in the absence of a reverse stock split. In any event, other factors unrelated totable sets forth the number of shares of our common stock outstanding, suchbeneficially owned as negative financial or operational results, could adversely affect the market price of ourAugust 13, 2020, by (i) those persons known by us to be owners of more than 5% of its common stock, (ii) each director, (iii) our named executive officers (as disclosed in the Summary Compensation Table), and jeopardize(iv) our abilityexecutive officers and directors as a group. Unless otherwise specified in the notes to meet or maintain The Nasdaq Capital Market’s minimum bid price requirement.this table, the address for each person is: VerifyMe, Inc., 75 S. Clinton Avenue, Suite 510, Rochester, New York 14604. We also have 0.85 share of Series B Convertible Preferred Stock outstanding held by the Estate of Claudio Ballard. 

Even if the Reverse Split increases the market price of our common stock, our stock price could fall and we could be delisted from The Nasdaq Capital Market.  * indicates less than 1%

The Nasdaq Capital Market requires that the trading price of its listed stocks remain above one dollar in order for the stock to remain listed. If a listed stock trades below one dollar for more than 30 consecutive trading days, then it is subject to delisting from The Nasdaq Capital Market. In addition, to maintain a listing on The Nasdaq Capital Market, we must satisfy minimum financial and other continued listing requirements and standards, including those regarding director independence and independent committee requirements, minimum stockholders’ equity, and certain corporate governance requirements. If we are unable to satisfy these requirements or standards, we could be subject to delisting. Such a delisting would likely have a negative effect on the price of our common stock and would impair your ability to sell or purchase our common stock when you wish to do so. In the event of a delisting, we would expect to take actions to restore our compliance with the listing requirements, but we can provide no assurance that any such action taken by us would allow our common stock to become listed again, stabilize the market price or improve the liquidity of our common stock, prevent our common stock from dropping below the minimum bid price requirement, or prevent future non-compliance with the listing requirements.

The Reverse Split may decrease the liquidity of our common stock.

The liquidity of the shares of our common stock may be affected adversely by the reverse stock split given the reduced number of shares that will be outstanding following the Reverse Split, especially if the market price of our common stock does not increase as a result of the Reverse Split. In addition, the Reverse Split may increase the number of shareholders who own odd lots (less than 100 shares) of our common stock, creating the potential for such shareholders to experience an increase in the cost of selling their shares and greater difficulty effecting such sales.

Following the Reverse Split, the resulting market price of our common stock may not attract new investors, including institutional investors, and may not satisfy the investing requirements of those investors. Consequently, the trading liquidity of our common stock may not improve.

Although we believe that a higher market price of our common stock may help generate greater or broader investor interest, there can be no assurance that the Reverse Split will result in a share price that will attract new investors, including institutional investors. In addition, there can be no assurance that the market price of our common stock will satisfy the investing requirements of those investors. As a result, the trading liquidity of our common stock may not necessarily improve.

Principal EffectsPROPOSAL TWO:

TO APPROVE the VerifyMe, Inc. 2020 Equity Incentive Plan

We are asking our stockholders to approve the adoption of the Reverse SplitVerifyMe, Inc. 2020 Equity Incentive Plan (the “2020 Plan”). The Compensation Committee selected and retained Frederic W. Cook & Co., Inc. (“FW Cook”), an independent compensation consulting firm, and instructed FW Cook to advise the Committee on the design and terms of the 2020 Plan. Following consultation with FW Cook, our board of directors approved and adopted the 2020 Plan on August 10, 2020, subject to stockholder approval. The 2020 Plan is now being submitted to our stockholders for their approval.

The 2020 Plan will become effective upon stockholder approval, and no awards may be granted under the 2020 Plan after the date that is 10 years from the date the 2020 Plan was last approved by our stockholders.

If approved, the 2020 Plan will replace the Company’s 2017 Plan, and implemented,no further awards would be granted under the principal effects of the Reverse Split would include the following:2017 Plan.

The Reverse Splitclosing stock price of a share of the Company’s common stock as reported on the Nasdaq Stock Market on August 13, 2020, our record date, was $4.47.

Description of the 2020 Plan

The full text of the 2020 Plan is attached to this proxy statement as Exhibit A. The principal terms of the 2020 Plan are described below, but the description is qualified in its entirety by reference to the 2020 Plan itself. In the event of a conflict between the description and the terms of the 2020 Plan itself, the terms of the 2020 Plan will govern. The 2020 Plan will not changebecome effective unless approved by our stockholders.

Purpose

The purpose of the number2020 Plan is to promote stockholder value and our future success by providing appropriate retention and performance incentives to employees and non-employee directors of authorizedthe Company or its affiliates, and any other individuals who perform services for the Company or its affiliates.

Administration

Except as noted below, the 2020 Plan will be administered by the Compensation Committee (the “Committee”) of the board of directors. Under the 2020 Plan, each member of the Committee is required to be, and currently is, both a “Non-Employee Director” within the meaning of Rule 16b-3 under the Exchange Act, and a non-employee director meeting the independence requirements for compensation committee members under the rules and regulations of the exchange on which the Company’s shares of our common stock or preferred stock, or the par value of the common stock or preferred stock.are traded.

The Committee will have the authority to select the employees and other individuals (other than non-employee directors) to receive awards under the 2020 Plan, to determine the type, size and terms of the award to be made to each individual selected, to determine the time when awards will be granted, to establish performance objectives, and to prescribe the form of award agreement. The Committee is also authorized to interpret the 2020 Plan and the awards granted under the 2020 Plan, to establish, amend and rescind any rules and regulations relating to the 2020 Plan, and to make any other determinations that it deems necessary or desirable for the administration of the 2020 Plan. The Committee may authorize any one or more of its members or any officer of the Company or any affiliate to execute and deliver documents or to take any other action on behalf of the Committee with respect to awards made or to be made to participants, subject to the requirements of applicable law, including without limitation, Section 16 of the Exchange Act.

The table below shows, asboard of directors has all the powers otherwise vested in the Committee by the terms of the Record Date, the approximate number2020 Plan in respect of outstanding shares of our common stock (excluding treasury shares) that would result from the Reverse Split ratios (without giving effectawards granted to the treatment of fractional shares) based on 110,280,258 shares of common stock issued and outstanding as of such date:

If the Reverse Split ratio is between the two numbers in the table above, the number of outstanding shares will be proportionately reduced.

If effected, the Reverse Split also would reduce our treasury shares proportionately based on the Reverse Split ratio. As of the Record Date, we had 350,540 shares of common stock held as treasury shares.

Shares of common stock after the Reverse Split will be fully paid and non-assessable. The amendment will not change any of the other terms of our common stock. The shares of common stock after the Reverse Split will have the same voting rights and rights to dividends and distributions and will be identical in all other respects to the shares of common stock prior to the Reverse Split. Following the Reverse Split, we will continue to be subject to the reporting requirements of the Exchange Act.

Because the number of authorized shares of our common stock will not be reduced, an overall effect of the Reverse Split of the outstanding common stock will be an increase in authorized but unissued shares of our common stock. These shares may be issued by our Board in its sole discretion. See “Anti-Takeover Effects of the Reverse Split” below. Any future issuance will have the effect of diluting the percentage of stock ownership and voting rights of the present holders of our common stock and preferred stock.

Fractional Shares

No fractional shares will be issued in connection with the Reverse Split. We will round up any fractional shares resulting from the Reverse Split to the nearest whole share.

No Going Private Transactionnon-employee directors.

Notwithstanding the decreaseforegoing, except for permitted adjustments in connection with a corporate transaction or recapitalization, neither the Committee nor the board may, without the prior approval of the stockholders of the Company, (a) reduce, directly or indirectly, the per-share exercise price of an outstanding option or stock appreciation right after it is granted; (b) cancel an option or stock appreciation right when the exercise price of the option or stock appreciation right exceeds the fair market value of a share in exchange for cash or another award (other than in connection with a change in control); or (c) take any other action that is treated as a repricing under United States generally accepted accounting principles or by the rules or regulations of the exchange on which the Company’s shares are traded.

No member of the Committee and no officer of the Company will be liable for anything done or omitted to be done by him or her, by any other member of the Committee or by any officer of the Company in connection with the performance of duties under the 2020 Plan, except for his or her own willful misconduct or gross negligence, or as expressly provided by applicable law, and the Company will indemnify each member of the Committee and officer of the Company against any such liability.

Eligible Participants

Employees and non-employee directors of the Company or its affiliates, and other individuals who perform services for the Company or any of its affiliates, are eligible to receive awards under the 2020 Plan. As of August 13, 2020, approximately 20 persons, including four executive officers, six non-employee directors and approximately 10 other individuals may be considered for awards under the 2020 Plan.

Neither the Committee nor the board has made any decisions with respect to the individuals who may receive awards under the 2020 Plan on or after September 30, 2020 or the amount or nature of future awards.

Authorized Shares

The maximum number of shares available for grant and issuance under the 2020 Plan will be (a) 1,069,110, plus (b) the number of outstandingshares available for issuance under the 2017 Plan on September 30, 2020.

Awards will be counted against the available share reserve on the date of grant, based on the maximum number of shares that may be issued pursuant to the award. Any shares of common stock following the proposed Reverse Stock Split, the Board does not intend for this transactionrelated to be the first step in a “going private transaction” within the meaning of Rule 13e-3awards issued under the Exchange Act.2020 Plan or the 2017 Plan that are forfeited, canceled, expired or otherwise terminated without the issuance of shares of common stock for any reason will be added back and again be available for issuance under the 2020 Plan. In addition, shares of common stock that are retained or reacquired by the Company to satisfy the exercise price or purchase price of an award or to satisfy the tax withholding obligation in connection with an award, as well as any shares of common stock covered by an award that is settled in cash, will be added back and again be available for issuance under the 2020 Plan.

Awards granted through the assumption of, or substitution for, outstanding awards previously granted by a company acquired by the Company or any affiliate, or with which the Company or any affiliate combines, will not reduce the maximum number of shares of common stock that may be issued under the 2020 Plan.

Types of Awards

The 2020 Plan allows for the granting of the following types of awards: stock options (both incentive stock options and nonqualified stock options); stock appreciation rights; restricted stock; restricted stock units; and other stock-based awards. Each award granted under the 2020 Plan is subject to an award agreement containing the particular terms and conditions of that award, subject to the limitations imposed by the 2020 Plan.

Procedure for Implementing the Reverse Split

The Reverse Split, if approved by our shareholders, would become effective followingStock Options. A stock option is the filing ofright to purchase a Certificate of Amendment to our Articles of Incorporation with the Secretary of State of the State of Nevada as of the time of filing or such other time set forth in the Certificate of Amendment (the “Effective Time”). The Effective Time of the Reverse Split will be determined by our Board based on its evaluation as to when such action will be the most advantageous to us and our shareholders. Beginning at the Effective Time, each certificate representing shares of our common stock will be deemed for all corporate purposes to evidence ownership of the number of whole shares into which the shares previously represented by the certificate were combined pursuant to the Reverse Split. The form of amendment to our Articles of Incorporation to implement the Reverse Split is attached to this Proxy Statement asAnnex A. The Reverse Split alone will have no effect on our authorized capital stock, and the total number of authorized shares will remain the same as before the Reverse Split.

After the Effective Time, our common stock will have a new Committee on Uniform Securities Identification Procedures (“CUSIP”) number, which is a number used to identify our equity securities. Stock certificates with the older CUSIP number will need to be exchanged for stock certificates with the new CUSIP number by following the procedures described below.

Effect on Beneficial Owners of Common Stock

Upon the implementation of the Reverse Split, we intend to treat shares held by shareholders through a bank, broker, custodian or other nominee in the same manner as the shareholders whose shares are registered in their names. Banks, brokers, custodians or other nominees will be instructed to effect the Reverse Split for their beneficial holders holding our common stock in street name. However, these banks, brokers, custodians or other nominees may have different procedures than registered shareholders for processing the Reverse Split. Shareholders who hold shares of our common stock with a bank, broker, custodian or other nominee and who have any questions in this regard are encouraged to contact their banks, brokers, custodians or other nominees.

Effect on Registered “Book-Entry” Holders of Common Stock

Certain registered holders of our common stock may hold some or all of their shares electronically in book-entry form with West Coast Stock Transfer, Inc., our transfer agent (the “Transfer Agent”). These shareholders do not have stock certificates evidencing their ownership of the common stock. They are, however, provided with a statement reflecting thespecified number of shares registered in their accounts.

Shareholders who hold shares electronically in book-entry form with the Transfer Agent will not need to take action in connection with the Reverse Split. The Reverse Split will automatically be reflected in the Transfer Agent’s records and on their next statement.

Exchange offor a specified exercise price. Stock Certificates and Elimination of Fractional Share Interests

We expect that the Transfer Agent will act as the exchange agent for the purposes of implementing the exchange of stock certificates in connection with the Reverse Split. As soon as practicable after filing of an amendment to our Articles of Incorporation effecting a Reverse Split, the shareholders holding common stock in certificated form will be sent a letter of transmittal by the Transfer Agent. The letter of transmittal will contain instructions on how a shareholder should surrender his, her or its certificates representing pre-split shares of our common stock to the Transfer Agent in exchange for certificates representing post-split shares. No new certificates will be issued to a shareholder until that shareholder has surrendered the certificate(s) representing the outstanding pre-Reverse Split shares together with the properly completed and executed letter of transmittal.

SHAREHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATES AND SHOULD NOT SUBMIT ANY CERTIFICATES TO THE TRANSFER AGENT WITHOUT THE LETTER OF TRANSMITTAL. PLEASE DO NOT SEND ANY CERTIFICATES TO THE COMPANY.

No service charges, brokerage commissions or transfer taxes will be payable by any shareholder in connection with the exchange of certificates, except that if any new stock certificates are to be issued in a name other than that in which the surrendered certificate(s) are registered it will be a condition of such issuance that (1) the person requesting such issuance pays all applicable transfer taxes resulting from the transfer (or prior to transfer of such certificate, if any) or establishes to our satisfaction that such taxes have been paid or are not payable, (2) the transfer complies with all applicable federal and state securities laws, and (3) the surrendered certificate is properly endorsed and otherwise in proper form for transfer.

Accounting Matters

The Reverse Split and the related proposed amendment to our Articles of Incorporation will not affect the par value of our common stock, which will remain $0.001 per share. As a result of the Reverse Split, upon the Effective Time, the stated capital on our balance sheet attributable to our common stock, which consists of the par value per share of our common stock multiplied by the aggregate number of shares of our common stock issued and outstanding, will be reduced in proportion to the size of the Reverse Split. Accordingly, our additional paid-in capital account, which consists of the difference between our stated capital and the aggregate amount paid to us upon issuance of all currently outstanding shares of our common stock, shall be credited with the amount by which the stated capital is reduced. Our shareholders’ equity, in the aggregate, will remain unchanged. However, after the Reverse Split, net income or loss per share, and other per share amounts, will be increased because there will be fewer shares of common stock outstanding. In future financial statements, net income or loss per share and other per share amounts for periods ending before the Reverse Split would be recast to give retroactive effect to the Reverse Split.

Certain Federal Income Tax Consequences

Each shareholder is advised to consult their own tax advisor as the following discussionoptions may be limited, modified or not apply based on your particular situation.

The following discussion ofeither (a) incentive stock options, which are stock options that meet the material U.S. federal income tax consequences of the Reverse Split is based on the current provisionsrequirements under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), Treasuryor (b) nonqualified stock options, which are stock options that do not meet the requirements of Section 422 of the Code or that are designated as a nonqualified stock option. Only employees of the Company and certain of its affiliates may receive awards of incentive stock options, and incentive stock options are subject to additional limitations. Stock options (other than stock options assumed or granted in substitution for outstanding stock options of a company acquired by the Company or any affiliate) are subject to the following: (i) the exercise price shall be equal to or greater than the fair market value of the shares subject to such stock option on the date of grant; and (ii) the expiration date shall be no later than 10 years from the date of grant. Notwithstanding the foregoing, in the event that on the expiration date of a nonqualified stock option, (a) the exercise of the option is prohibited by applicable law, or (b) shares of common stock may not be purchased or sold by certain employees or directors of the Company due to the “black-out period” under a Company policy or a “lock-up” agreement undertaken in connection with an issuance of securities by the Company, the Committee may, to the extent permitted by Section 409A of the Code, extend the expiration date of the nonqualified stock option, but not beyond a period of 30 days following the end of the legal prohibition, black-out period or lock-up agreement period, and provided further that no extension may be made if the exercise price of the option is above the fair market value of a share of common stock on the initial expiration date. The exercise price may be payable either in (1) cash, (2) if permitted by the Committee, by delivery of irrevocable instructions to a broker to deliver promptly the proceeds from the sale of shares, (3) if permitted by the Committee, by tendering shares previously acquired, (4) if permitted by the Committee, by withholding shares that would otherwise be issued having a fair market value on the exercise date equal to the exercise price, or (5) any combination of the foregoing.

Stock Appreciation Rights. A stock appreciation right is a right to receive cash or other property based on the increase in the value of a share over the per share exercise price. Stock appreciation rights (other than stock appreciation rights assumed or granted in substitution for outstanding stock appreciation rights of a company acquired by the Company or any affiliate) are subject to the following: (a) the exercise price shall be equal to or greater than the fair market value of the shares subject to such stock appreciation right on the date of grant; and (b) the expiration date shall be no later than 10 years from the date of grant. Notwithstanding the foregoing, in the event that on the expiration date of a stock appreciation right, (a) the exercise of the stock appreciation right is prohibited by applicable law, or (b) shares of common stock may not be purchased or sold by certain employees or directors of the Company due to the “black-out period” under a Company policy or a “lock-up” agreement undertaken in connection with an issuance of securities by the Company, the Committee may, to the extent permitted by Section 409A of the Code, extend the expiration date of the stock appreciation right, but not beyond a period of 30 days following the end of the legal prohibition, black-out period or lock-up agreement period, and provided further that no extension may be made if the exercise price of the stock appreciation right is above the fair market value of a share of Common Stock on the initial expiration date.

Restricted Stock. Restricted stock is an award of shares that is subject to vesting conditions. Prior to the expiration of the vesting period, a participant who has received an award of restricted stock has the right to vote and to receive dividends on the underlying unvested shares, subject, however, to the restrictions and limitations imposed pursuant to the 2020 Plan and award agreement.

Restricted Stock Units. A restricted stock unit is an award that is valued by reference to shares, which may be paid to a participant upon vesting in shares, cash or other property.

Other Stock-Based Awards. An other stock-based award is an award denominated or payable in shares, other than a stock option, stock appreciation right, restricted stock or restricted stock unit. Other stock-based awards may be settled in cash, shares or other property.

Performance Awards. The Committee may grant awards of restricted stock, restricted stock units or other stock-based awards as “performance awards,” with the vesting or payment of such awards based on the achievement of specified performance objectives. Performance objectives may be based upon the attainment of specific or per-share amounts of, or changes in, one or more, or a combination of two or more, of the following: (i) earnings including operating income, economic income, economic net income, earnings before or after taxes, earnings before or after interest, depreciation, amortization, or extraordinary or special items or book value per share (which may exclude nonrecurring items); (ii) pre-tax income or after-tax income; (iii) earnings per common share (basic or diluted); (iv) operating profit; (v) revenue, revenue growth or rate of revenue growth; (vi) return on assets (gross or net), return on investment, return on capital, or return on equity; (vii) returns on sales or revenues; (viii) operating expenses; (ix) stock price appreciation; (x) cash flow, free cash flow, cash flow return on investment (discounted or otherwise), net cash provided by operations, or cash flow in excess of cost of capital; (xi) implementation or completion of critical projects or processes; (xii) economic value created; (xiii) cumulative earnings per share growth; (xiv) operating margin or profit margin; (xv) common stock price or total stockholder return; (xvi) cost targets, reductions and savings, productivity and efficiencies; (xvii) strategic business criteria, consisting of one or more objectives based on meeting specified market penetration, geographic business expansion, customer satisfaction, employee satisfaction, human resources management, supervision of litigation, information technology, and goals relating to acquisitions, divestitures, joint ventures and similar transactions, and budget comparisons; (xviii) personal professional objectives, including any of the foregoing performance goals, the implementation of policies and plans, the negotiation of transactions, the development of long-term business goals, formation of joint ventures, research or development collaborations, and the completion of other corporate transactions; (xix) such other performance objectives determined by the Committee in its sole discretion; and (xx) any combination of any of the foregoing. The Committee may provide that, in measuring the achievement of the performance objectives, an award may include or exclude items such as realized investment gains and losses, extraordinary, unusual, non-recurring or infrequently recurring items, asset write-downs, effects of force majeure events (such as a pandemic), accounting changes, currency fluctuations, acquisitions, divestitures, reserve-strengthening and other non-operating items. Performance goals may be expressed in terms of attaining a specified level of the particular criteria or the attainment of a percentage increase or decrease in the particular criteria, and may be applied to one or more of the Company or an affiliate, or a division or strategic business unit of the Company or an affiliate, or may be applied to the performance of the Company relative to a market index, a group of other companies or a combination thereof, or other pre-established target or designated comparison group, all as determined by the Committee. Performance goals may include a threshold level of performance below which no payment will be made (or no vesting will occur), levels of performance at which specified payments will be made (or specified vesting will occur), and a maximum level of performance above which no additional payment will be made (or at which full vesting will occur).

Dividend Equivalents. Awards other than stock options and stock appreciation rights may include the right to receive dividends or dividend equivalents, subject to such terms, conditions, restrictions or limitations, if any, as the Committee may establish.

Award Limitations

Non-Employee Director Award Limitation. The aggregate of (a) the grant date fair value for financial reporting purposes of any awards granted during any fiscal year to a non-employee director, and (b) the total amount of any cash fees or other property paid to such non-employee director during the fiscal year, in respect of the director’s service as a member of the board during such year, shall not exceed $300,000. The independent members of the board may make exceptions to this limit for a non-executive chair of the board, provided that the non-employee director receiving such additional compensation may not participate in the decision to award such compensation.

Incentive Stock Options. Incentive stock options may be granted only to employees of the Company or an affiliate, provided such affiliate is also a “parent corporation” of the Company within the meaning of Section 424(e) of the Code or a “subsidiary corporation” of the Company within the meaning of Section 424(f) of the Code, on the date of grant. The aggregate fair market value (determined as of the time the incentive stock option is granted) of the shares of common stock with respect to which incentive stock options are exercisable for the first time by any individual during any calendar year (under all plans of the Company and its affiliates) shall not exceed $100,000, and any incentive stock option or portions thereof which exceed such limit (according to the order in which they were granted) will be treated as a nonqualified stock option. If, at the time an incentive stock option is granted, the employee recipient owns (after application of the rules contained in Section 424(d) of the Code) shares of common stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or its subsidiaries, then: (a) the exercise price for such incentive stock option will be at least 110% of the fair market value of the shares of common stock subject to such incentive stock option on the date of grant; and (b) such incentive stock option will not be exercisable after the date five years from the date such incentive stock option is granted. The maximum number of shares of common stock that may be issued under the 2020 Plan pursuant to incentive stock options may not exceed, in the aggregate, 1,000,000.

Transferability. A participant’s rights in an award may be assigned or transferred only in the event of death; provided, however, that the Committee may allow a participant to assign or transfer without consideration an award (other than an incentive stock option) to one or more members of his or her immediate family, to a partnership of which the only partners are the participant or members of the participant’s immediate family, or to a trust established by the participant for the exclusive benefit of the participant or one or more members of his or her immediate family. Incentive stock options may not be transferable by a participant other than by will or the laws of descent and distribution and may only be exercisable during the participant’s lifetime by the participant.

Tax Withholding

The exercise or payment of awards and the issuance of shares under the 2020 Plan is conditioned upon a participant making satisfactory arrangements for the satisfaction of any liability to withhold federal, state, local or foreign income or other taxes. In accordance with rules established by the Committee, the required tax withholding obligations may be settled in cash, or with shares, including shares that are part of the award that gives rise to the withholding requirement.

Effect of Certain Events

Death, Disability or Termination. The Committee may include in an award agreement provisions related to the death, disability or termination of employment or service of a participant, including without limitation the acceleration of the exercisability, vesting or settlement of, or the lapse of restrictions or deemed satisfaction of performance objectives with respect to, an award.

Change in Control. The Committee may provide in an award agreement provisions relating to a “change in control” of the Company, including without limitation the acceleration of the exercisability, vesting or settlement of, or the lapse of restrictions or deemed satisfaction of performance objectives with respect to, an award.

“Change in control” generally means the occurrence of any one or more of the following events:

No change in control shall be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the capital stock of the Company immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Company immediately following such transaction or series of transactions.

Recoupment

Notwithstanding anything in the 2020 Plan or in any award agreement to the contrary, the Company will be entitled to the extent required by applicable law (including, without limitation, Section 10D of the Exchange Act and any regulations promulgated with respect thereto) or stock exchange listing conditions, in each case as in effect from time to time, to recoup compensation of whatever kind paid under the Code, Internal Revenue Service (“IRS”) rulings2020 Plan by the Company at any time.

Adjustments

In the event of any change in the outstanding shares of the Company by reason of any corporate transaction or change in corporate capitalization such as a stock split, reverse stock split, stock dividend, split-up, split-off, spin-off, recapitalization, merger, consolidation, rights offering, reorganization, combination, consolidation, subdivision or exchange of shares, a sale by the Company of all or part of its assets, any distribution to stockholders other than a normal cash dividend, partial or complete liquidation of the Company or similar event, the Committee or board, as applicable, shall adjust the (a) the class and pronouncementsaggregate number of shares available under the 2020 Plan; (b) the class, number and judicial decisions nowexercise price of outstanding stock options and stock appreciation rights granted under the 2020 Plan; and (c) the class and number of shares subject to any other awards granted under the 2020 Plan and the terms of such awards (including, without limitation, any applicable performance goals), as may be determined to be appropriate by the Committee or board.

Amendments and Termination

The 2020 Plan may be amended in effect. Those legalwhole or in part at any time and from time to time by the board, and the terms of any outstanding award under the 2020 Plan may be amended from time to time by the Committee (or board as applicable) in its discretion provided that no amendment may be made without stockholder approval if such amendment would (a) increase the number of shares available for grant under the 2020 Plan; (b) change the class of persons eligible to receive incentive stock options; (c) decrease the minimum stock option or stock appreciation right exercise price; or (d) amend or repeal the prohibitions against repricing or exchange. No amendment may adversely affect in a material manner any right of a participant under an award without his or her written consent.

The 2020 Plan may be suspended in whole or in part at any time and from time to time by the board. The 2020 Plan shall terminate upon the adoption of a resolution of the board terminating the 2020 Plan. No award may be granted under the 2020 Plan after the date that is 10 years from the date the 2020 Plan was last approved and adopted by the stockholders of the Company. No termination of the 2020 Plan shall materially alter or impair any of the rights or obligations of any person, without his or her consent, under any award granted under the 2020 Plan.

New Plan Benefits

The benefits or amounts to be received by or allocated to participants and the number of shares to be granted under the 2020 Plan cannot be determined at this time because the amount and form of grants to be made to any eligible participant in any year is determined at the discretion of the Committee or board, as applicable.

Certain U.S. Federal Income Tax Consequences of 2020 Plan Awards

The following discussion is intended to provide only a general outline of the U.S. federal income tax consequences of participation in the 2020 Plan and the receipt of awards or payments thereunder by participants subject to U.S. taxes. It does not address any other taxes imposed by the United States, taxes imposed by any state or political subdivision thereof or foreign jurisdiction, or the tax consequences applicable to participants who are not subject to U.S. taxes. The discussion set forth below does not purport to be a complete analysis of all potential tax consequences relevant to recipients of awards, particular circumstances, or all awards available under the 2020 Plan. It is based on U.S. federal income tax law and interpretational authorities as of the date of this proxy statement, which are subject to change at any time by legislative, judicial or administrative action, possibly with retroactive effecttime.

Nonqualified stock options. A participant who exercises a nonqualified stock option recognizes taxable ordinary income in the year the stock option is exercised in an amount equal to the Reverse Split. No ruling fromexcess of the IRS with respectfair market value of the shares purchased on the exercise date over the exercise price. Subject to applicable provisions of the Code, including Section 162(m), the Company is entitled to a tax deduction in an amount equal to the matters discussed below has been requested, and there is no assurance thatordinary income recognized by the IRSparticipant. Any gain or a court would agree withloss realized by the conclusions set forth in this discussion. The following discussion assumes thatparticipant upon the pre-split sharessubsequent disposition of common stock were, and post-splitthe shares will be taxed as short-term (if held as “capital assets” as definedone year or less) or long-term (if held more than one year) capital gain, but will not result in any further deduction for the Code. This discussion mayCompany.

Incentive stock options. A participant who exercises an incentive stock option does not address certain U.S. federalrecognize ordinary income tax consequences that may be relevant to particular shareholders in lightat the time of their specific circumstances or to certain types of shareholders (like dealers in securities, insurance companies, foreign individuals and entities, financial institutions and tax-exempt entities) thatexercise (although, the participant may be subject to special treatment underalternative minimum tax), and the U.S. federalCompany is not entitled to a tax deduction. Upon the disposition of the shares obtained from the exercise of the incentive stock option more than two years after the date of grant and more than one year after the date of exercise, the excess of the sale price of the shares over the exercise price of the incentive stock option is taxed as long-term capital gain. If the shares are sold within two years of the grant date and/or within one year of the date of exercise, the excess of the fair market value of the shares on the date of exercise (or sale proceeds if less) over the exercise price is taxed as ordinary income, and, subject to applicable provisions of the Code, including Section 162(m), the Company is entitled to a tax laws. This discussion also does not addressdeduction for this amount; any remaining gain is taxed as short-term capital gain, without a Company tax consequences under state, local or foreign laws.deduction.

PLEASE CONSULT YOUR OWN TAX ADVISOR REGARDING THE U.S. FEDERAL, STATE, LOCAL, AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES OF THE REVERSE SPLIT IN YOUR PARTICULAR CIRCUMSTANCES UNDER THE INTERNAL REVENUE CODE AND THE LAWS OF ANY OTHER TAXING JURISDICTION.

WeStock appreciation rights. A participant who exercises a stock appreciation right recognizes taxable ordinary income in the year the stock appreciation right is exercised in an amount equal to the cash and/or the fair market value of any shares or other property received. Subject to applicable provisions of the Code, including Section 162(m), the Company is entitled to a tax deduction in an amount equal to the ordinary income recognized by the participant.

Restricted stock and restricted stock units. A participant normally will not recognize taxable income and the Company will not be entitled to a deduction upon the grant of shares of restricted stock, restricted stock units or other stock-based awards. When the restricted stock vests, the restricted stock units settle or the other stock-based awards are paid or settle, the participant will recognize taxable ordinary income in an amount equal to the fair market value of the shares or other property received at that time, less the amount, if any, paid for the shares, and, subject to applicable provisions of the Code, including Section 162(m), the Company will be entitled at that time to a deduction in the same amount. However, a participant may elect to recognize taxable ordinary income in the year shares of restricted stock are granted in an amount equal to the excess of their fair market value at the grant date, determined without regard to certain restrictions, over the amount, if any, paid for the shares. In that event, subject to applicable provisions of the Code, including Section 162(m), the Company will be entitled to a deduction in such year in the same amount. Any gain or loss realized by the participant upon the subsequent disposition of shares received will be taxed as short-term or long-term capital gain, but will not result in any further deduction for U.S. federal income tax purposes as a result of the Reverse Split.Company.

A shareholder will not recognize gain or loss for U.S. federal income tax purposes on the exchangeEquity Compensation Plan Information as of pre-Reverse Split shares of our common stock for post-Reverse Split shares of our common stock in the Reverse Split. A shareholder’s aggregate tax basis in the post-Reverse Split shares of our common stock the shareholder receives in the Reverse Split will be the same as the shareholder’s aggregate tax basis in the pre-Reverse Split shares of our common stock the shareholder surrenders in exchange therefor. A shareholder’s holding period for the post-Reverse Split shares of our common stock the shareholder receives in the Reverse Split will include the shareholder’s holding period for the pre-Reverse Split shares of our common stock the shareholder surrenders in exchange therefor. Shareholders who have different bases or holding periods for pre-Reverse Split shares of our common stock should consult their tax advisors regarding their bases or holding periods in their post-Reverse Split common stock.December 31, 2019

No Appraisal Rights

Shareholders have no rights under the Nevada Revised Statutes or under our charter documents to exercise dissenters’ rights of appraisal with respect to the Reverse Stock Split.

Anti-Takeover Effects of the Reverse SplitVote Required

The effective increase in our authorized and unissued shares as a resultaffirmative vote of the Reverse Split could potentially be used by our Board to thwart a takeover attempt. The overall effects of this might be to discourage, or make it more difficult to engage in, a merger, tender offer or proxy contest, or the acquisition or assumption of control by a holder of a large block of our securities and the removal of incumbent management. The Reverse Split could make the accomplishment of a merger or similar transaction more difficult, even if it is beneficial to the shareholders. Our Board might use the additional shares to resist or frustrate a third-party transaction, favored by a majority of the independent shareholders that would provide an above-market premium, by issuing additional shares to frustratecast on this proposal is required for approval of the takeover effort.2020 Plan.

As discussed above,The board of directors recommends that you vote FOR the principal goals ofproposal to approve the Company in effecting the Reverse Split are to increase the ability of institutions to purchase our common stock and stimulate the interest in our common stock by analysts and brokers as well as increase the likelihood of listing our common stock on a national securities exchange. This Reverse Split is not the result of management’s knowledge of an effort to accumulate the Company’s securities or to obtain control of the Company by means of a merger, tender offer, solicitation or otherwise.

Neither our Articles of Incorporation nor our Bylaws presently contain any provisions having anti-takeover effects and the Reverse Split proposal is not a plan by our Board to adopt a series of amendments to our Articles of Incorporation or Bylaws to institute an anti-takeover provision. We do not have any plans or proposals to adopt other provisions or enter into other arrangements that may have material anti-takeover consequences.

Plans for Newly Available Shares

Other than the contemplated registered public offering of our common stock and warrants to purchase our common stock, as discussed in more detail in the registration statement on Form S-1 filed on October 10, 2019, we presently have no specific plans, nor have we entered into any agreements, arrangements or understandings with respect to the shares of authorized common stock that will become available for issuance as a result of the Reverse Split.

The Board recommends a vote “For” this Proposal 2.2020 Equity Incentive Plan.

PROPOSAL THREE:

PROPOSAL 3. TO RATIFYRATIFICATION OF THE SELECTION OF appointment of

OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2019

Our BoardThe Audit Committee has selected the accounting firm of MaloneBailey, LLP (“MaloneBailey”), to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. The stockholders are being asked to ratify the Audit Committee’s selection of MaloneBailey.

Stockholder ratification of the selection of MaloneBailey is not required by our Bylaws or otherwise. However, the board is submitting the selection of our independent registered accounting firm to the stockholders for ratification as a matter of good corporate governance. If the stockholders fail to ratify this appointment, the Audit Committee may, but is not required to, reconsider whether to retain MaloneBailey. Even if the appointment is ratified, the Audit Committee in its discretion may direct the appointment of a different accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders. We have been advised by MaloneBailey that a representative will be present at the Annual Meeting and will be available to respond to appropriate questions. We intend to give such representative an opportunity to make a statement if he or she should so desire.

The board of directors recommends that you vote FOR the proposal to ratify the selection of MaloneBailey, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019. MaloneBailey has been VerifyMe’s independent registered public accounting firm since January 2018.2020.

Selection of VerifyMe’s independent registered public accounting firm is not required to be submitted to a vote of the shareholders of VerifyMeFees for ratification. However, VerifyMe is submitting this matter to the shareholders as a matter of good corporate governance. Even if the selection is ratified, the Board may, in its discretion, appoint a different independent registered public accounting firm at any time during the year if they determine that such a change would be in the best interests of VerifyMe and its shareholders. If the appointment is not ratified, the Board will consider its options.Professional Services Provided by MaloneBailey, LLP

A representative of MaloneBailey is not expected to be present at the Annual Meeting.

As previously disclosed, on November 27, 2017, the Audit Committee of the Board approved the dismissal of Morison Cogen LLP (“Former Auditor”) as the Company’s independent registered public accounting firm. The reports of the Former Auditor on our consolidated financial statements for the years ended December 31, 2016 and December 31, 2015 did not contain any adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle, except that the reports contained a paragraph stating that there was substantial doubt about our ability to continue as a going concern. During the Company’s two most recent fiscal years preceding the dismissal, and through the date of dismissal: (i) there were no disagreements (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and the Former Auditor on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of the Former Auditor would have caused the Former Auditor to make reference to the subject matter of the disagreement in connection with its reports on the Company’s consolidated financial statements for such years, and (ii) there were no “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K). The Company has provided the Former Auditor with a copy of disclosure in this Proposal 3 as required by Item 304 of Regulation S-K.

The Board recommends a vote “For” this Proposal 3.

Principal Accounting Fees and Services

All of the services provided and fees charged by MaloneBailey, LLP, our principal accountant, were approved by our Audit Committee. The following table shows the fees for professional services renderedprovided by MaloneBailey LLP forduring the yearsfiscal year ended December 31, 2019, which we refer to as fiscal year 2019 and the fiscal year ended December 31, 2018, and December 31, 2017.which we refer to as fiscal year 2018.

Audit Committee’sWe did not incur any audit related fees in fiscal years 2019 or 2018.

Policy on Pre-Approval Policyof Retention of Independent Registered Public Accounting Firm

The Audit Committee pre-approves all audit and permissible non-audit services on a case-by-case basis. In its review of non-audit services, the Audit Committee considers whether the engagement could compromise the independence of our independent registered public accounting firm, and whether the reasons of efficiency or convenience is in our best interest to engage our independent registered public accounting firm to perform the services. All of the services provided and fees charged by MaloneBailey LLP were approved by our Audit Committee.

AUDIT COMMITTEE REPORTIndependence Analysis by Audit Committee

The principal purposeAudit Committee considered whether the provision of the services described above was compatible with maintaining the independence of MaloneBailey and determined that the provision of these services was compatible with the firm’s independence.

REPORT OF THE AUDIT COMMITTEE

In connection with our financial statements for the fiscal year ended December 31, 2019, the Audit Committee is to assisthas (1) reviewed and discussed the Board in its general oversight of our accounting practices, system of internal controls, audit processes andaudited financial reporting processes. The Audit Committee is responsible for appointing and retaining our independent auditor and approving the audit and non-audit services to be provided by the independent auditor. The Audit Committee’s function is more fully described in its Audit Committee Charter, and copy of which is available on our corporate website at https://www.verifyme.com/investor#sec. The Audit Committee currently consists of Howard Goldberg and Marshall Geller. The Audit Committee meetsstatements with management; (2) discussed with the independent registered public accounting firm with and without management present, to discuss(the “Auditors”) the results of its examinations, the evaluations of our internal controls, and the overall quality of our financial reporting. Management has the primary responsibility for the financial statements and the reporting process, including the system of internal controls.

The Audit Committee has met and held discussions with management and MaloneBailey. Management represented to the Audit Committee that our financial statements were prepared in accordance with generally accepted accounting principles and the Audit Committee has reviewed and discussed the financial statements with management and MaloneBailey. The Audit Committee reviewed with MaloneBailey its judgments as to the quality, not just the acceptability, of our accounting principles and such other matters as are required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC; and (3) received the written disclosures and the letter from the Auditors required by applicable requirements of the Public Company Accounting Oversight Board regarding the Auditors’ communications with the audit committee concerning independence, and has discussed with the Auditors their independence.

Based on the review and discussions referred to in items (1) through (3) of the above paragraph, the Audit Committee under auditing standards generally acceptedrecommended to the board of directors that the audited financial statements be included in our Annual Report on Form 10-K for the United States.fiscal year ended December 31, 2019 for filing with the SEC.

Scott Greenberg, Chair

Marshall Geller

Howard Goldberg

DELINQUENT SECTION 16(a) REPORTS

Section 16(a) of the Exchange Act requires directors, officers and greater than 10% stockholders to file with the SEC reports of ownership and changes in ownership regarding their holdings in Company securities. During fiscal year 2019, all of our directors and officers timely complied with the filing requirements of Section 16(a) of the Exchange Act, except for Patrick White, a director and officer, who filed one late Form 4 with respect to one transaction, and Chris Gardner, a director, who filed a late Form 3 and reported four late Form 4 transactions on a timely filed Form 5. In making this statement, we have relied upon the written representations of our directors and officers, and copies of the reports that they have filed with the SEC.

Certain Relationships and Related person Transactions

The Audit Committee has:following is a summary of transactions since January 1, 2018 to which we have been a party in which the amount involved exceeded the lesser of $120,000 or one percent of the average of our total assets at the end of the last two recent fiscal years and in which any of our executive officers, directors, director nominees or beneficial holders of more than five percent of our capital stock had or will have a direct or indirect material interest, other than compensation arrangements which are described under the sections of this proxy statement entitled “Executive Compensation” and “Director Compensation.”

On March 6, 2020, we completed the offering of $1,992,000 of senior secured convertible debentures (the “2020 Debentures”) and 498,000 warrants to purchase common stock (the “2020 Warrants”). Certain of our directors and officers participated in the offering as follows:

On June 22, 2020, we completed an underwritten public offering of units (the “Units”) consisting of one share of our common stock and a warrant to purchase one share of common stock at an exercise price equal to $4.60 per share of common stock. The public offering price was $4.60 per Unit. Marshall Geller purchased 7,000 Units in the offering for an approximate purchase price of $32,000, and Arthur Laffer purchased 10,800 Units in the offering for an approximate purchase price of $50,000.

Also on June 22, 2020, immediately upon closing of the offering described above, we cancelled the 2020 Warrants issued to the four directors and the entity related to Sandy Fliderman and in lieu thereof, the directors and the entity related to Sandy Fliderman received 0.4 share of common stock for each share formerly underlying such cancelled 2020 Warrant. As a result, Chris Gardner received 5,000 shares of common stock with approximate value of $20,000; Marshall Geller received 10,000 shares of common stock with an approximate value of $40,000; Scott Greenberg received 2,000 shares of common stock with an approximate value of $8,000; and Arthur Laffer and the entity related to Sandy Fliderman each received 8,000 shares of common stock with an approximate value of $32,000.

Also on June 22, 2020, immediately upon the closing of the offering described above, the 2020 Debentures issued to the four directors and the entity related to Sandy Fliderman were automatically converted into shares of common stock and warrants to purchase shares of common stock. As a result, Chris Gardner received 16,009 shares of common stock and warrants to purchase 16,009 shares of common stock with an approximate value of $64,000; Marshall Geller received 31,941 shares of common stock and warrants to purchase 31,941 shares of common stock with an approximate value of $128,000; Scott Greenberg received 6,403 shares of common stock and warrants to purchase 6,403 shares of common stock with an approximate value of $26,000; Arthur Laffer received 25,600 shares of common stock and warrants to purchase 25,600 shares of common stock with an approximate value of $103,000; and the entity related to Sandy Fliderman received 25,614 shares of common stock and warrants to purchase 25,614 shares of common stock with an approximate value of $103,000.

In January 2018, we issued 34,994 shares and 34,994 warrants to purchase common stock at an exercise price of $7.50 per share to entities controlled by Paul Klapper, a former member of our board of directors, relating to a note payable conversion that took place in June 2017 prior to the time he became a director.

On February 19, 2018, we authorized a warrant reduction program (the “Program”) permitting warrant holders of our outstanding $7.50 warrants to exercise their warrants for $5.00 (the “Reduced Price”) under the terms of the Program. We received total gross proceeds of approximately $2,079,345 from the exercise of warrants under the Program at the Reduced Price. Included in the above amounts are gross proceeds of $1,205,458 from then directors including $572,000 from Carl Berg, $110,000 from Marshall Geller, $71,500 from Harvey Eisen, and $451,958 from Laurence Blickman.

On March 31, 2018, we entered into the Settlement Agreement with Paul Klapper, who was at the time a member of our board, and certain other parties named in the Settlement Agreement. Pursuant to the terms of the Settlement Agreement, we (i) paid a total of $500,000 (the “Settlement Amount”) to a fund controlled by Paul Klapper and an additional party and (ii) issued a total of 20,000 shares of our common stock to the fund and the third party (the “Settlement Shares”). The Settlement Agreement provides for the cancellation of certain revenue sharing agreements, as of March 31, 2018, between us and Mr. Klapper (or an affiliate) and the third party, and terminates our obligation to issue Mr. Klapper or affiliates warrants to purchase 74,000 shares of our common stock at an exercise price of $20.00 per share.  As a condition of entering into the Settlement Agreement, we accelerated the vesting of 3,000 shares of restricted common stock held by Mr. Klapper which were part of a 6,000 share grant on August 2017. Mr. Klapper joined the board on July 14, 2017 and resigned as of March 31, 2018. 

On July 31, 2018, our former director, Laurence Blickman, exercised 28,790 warrants held by an entity under his control at an exercise price of $7.50 per share for a total price of $215,929. 

In 2017, we authorized a private placement with a maximum offering amount of $2,100,000 allowing investors to purchase units consisting of 14,300 shares of common stock and 14,300 five-year warrants exercisable at $7.50 per share. In January 2018, we approved an increase in the offering. The following directors or former directors of ours purchased the following securities in connection with the offering:

OTHER MATTERS

As of the date of this proxy statement, the board of directors does not know of any other matters that are to be presented for action at the Annual Meeting. Should any other matter come before the Annual Meeting, the persons named in the enclosed proxy will have discretionary authority to vote all proxies with respect to the matter in accordance with their judgment.

This report is submitted by the Audit Committee.

Eugene Robin, Chairman

Howard Goldberg

Marshall Geller

This Audit Committee Report is not deemed “filed” and is not incorporated by reference into any filings with the SEC.

PROPOSAL 4. TO APPROVE AN ADJOURNMENT OF THE ANNUAL MEETING

The shareholders are being asked to approve an adjournment of the Annual Meeting to a later date or time, if necessary, to permit further solicitation and vote of proxies if there are not sufficient votes at the time of the Annual Meeting to approve any of the proposals presented for a vote at the Annual Meeting.

If the Annual Meeting is adjourned to a different date or time, notice need not be given, if the new date and time are announced at the Annual Meeting. But if the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, the notice of the adjourned meeting will be given to each shareholder of record entitled to such notice pursuant to the Bylaws and applicable law.

Any adjournment of the Special Meeting for the purpose of soliciting additional proxies will allow shareholders who have already sent in their proxies to revoke them at any time prior to the time the proxies are used.

The Board recommends a vote “For” this Proposal 4. 

NOTICE PURSUANT TO SECTION 78.0296 OF NEVADA REVISED STATUTES

On October 20, 2019, the Board adopted resolutions to ratify certain corporate actions of the Board, some of which had been previously approved via email authorizations by some members of the Board. Notice of this ratification is being provided to our shareholders pursuant to Section NRS 78.0296 of the Nevada Revised Statutes. For more information regarding the corporate actions that were ratified, please contact our Corporate Secretary at 75 S. Clinton Ave., Suite 510, Rochester, NY 14604.

OTHER MATTERS

VerifyMe has no knowledge of any other matters that may come before the Annual Meeting and does not intend to present any other matters. However, if any other matters shall properly come before the Meeting or any adjournment, the persons soliciting proxies will have the discretion to vote as they see fit unless directed otherwise.

If you do not plan to attend the Annual Meeting, in order that your shares may be represented and in order to assure the required quorum, please sign, date and return your proxy promptly. In the event you are able to attend the Annual Meeting, at your request, VerifyMe will cancel your previously submitted proxy.

ANNEXAPPENDIX A

FORM OF CERTIFICATE OF AMENDMENT TO THE

ARTICLES OF INCORPORATION

OF

VERIFYME, INC.

(Pursuant to NRS 78.385 and 78.390)

2020 EQUITY INCENTIVE PLAN

VerifyMe, Inc., a corporation organized and existing under the Nevada Revised Statutes, Chapter 78, does hereby certify as follows:Section 1.            Purpose

1.       That the nameThe purpose of the CorporationVerifyMe, Inc. 2020 Equity Incentive Plan (the “Plan”) is to promote stockholder value and the future success of VerifyMe, Inc. (the “Corporation”“Company”).