Form 4: VerifyMe Executive Chairman Transfers Shares to Trust
Insider Transaction Report
VerifyMe, Inc. Executive Chairman Scott N. Greenberg transferred common stock to a revocable trust, maintaining beneficial ownership, and detailed vesting conditions for restricted stock units.
Summary
- Scott N. Greenberg, Executive Chairman of VerifyMe, Inc., transferred a total of 175,561 shares of common stock to a revocable trust between September 19 and September 23, 2025.
- These transfers were for no consideration, and Mr. Greenberg, along with his spouse, remains a co-trustee of the trust, retaining indirect beneficial ownership.
- Following these transactions, Mr. Greenberg's direct beneficial ownership of common stock is 74,011 shares, while his indirect beneficial ownership through the Scott Greenberg Revocable Trust is 175,561 shares.
- The filing also details 56,819 Restricted Stock Units (RSUs) with specific vesting conditions tied to VerifyMe's common stock price performance.
- Tranche 1 of the RSUs vests on March 15, 2025, or March 15, 2026, if the stock price reaches $2.75 for 20 consecutive trading days.
- Tranche 2 of the RSUs vests on March 15, 2025, or March 15, 2026, if the stock price reaches $3.75 for 20 consecutive trading days.
- Mr. Greenberg also holds a warrant to buy 15,552 shares at $3.215, expiring October 14, 2027, and an 8% Convertible Promissory Note due 2026, convertible into 43,478 shares at $1.15.
Sentiment
Score: 5
Explanation: The filing reports a routine insider transaction involving the transfer of shares to a revocable trust for estate planning purposes, which is neutral. It also details performance-based RSU vesting conditions, which can be seen as a positive alignment of management incentives, but does not contain new financial results or strategic updates.
Positives
- Executive Chairman Scott N. Greenberg's compensation structure includes Restricted Stock Units (RSUs) with vesting conditions tied to specific stock price performance targets ($2.75 and $3.75 for 20 consecutive trading days), aligning management incentives with shareholder value creation.
Negatives
- NA
Risks
- NA
Future Outlook
Restricted Stock Units held by the Executive Chairman are structured to vest based on VerifyMe's common stock achieving specific price targets ($2.75 and $3.75) for 20 consecutive trading days by March 15, 2025, or March 15, 2026, indicating potential future performance milestones.
Management Comments
- NA
Industry Context
NA
Comparison to Industry Standards
- NA
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
Legal Proceedings
- NA
Related Party Transactions
- Transfer of 175,561 shares of common stock by Executive Chairman Scott N. Greenberg to the Scott Greenberg Revocable Trust, where Mr. Greenberg and his spouse serve as co-trustees, for no consideration.
Stakeholder Impact
- Shareholders: Awareness of Executive Chairman's beneficial ownership structure and performance-based compensation incentives.
Next Steps
- Potential vesting of Restricted Stock Units on March 15, 2025, or March 15, 2026, contingent on VerifyMe's common stock achieving specified price targets.
Key Dates
| Date | Description |
|---|---|
| 10/14/2022 | Date warrant became exercisable. |
| 08/25/2023 | Date 8% Convertible Promissory Note became exercisable. |
| 09/18/2025 | Power of Attorney executed by Scott Greenberg. |
| 09/19/2025 | Earliest transaction date for common stock transfers to revocable trust. |
| 09/22/2025 | Common stock transfer to revocable trust. |
| 09/23/2025 | Common stock transfer to revocable trust and filing date of Form 4. |
| 03/15/2025 | Earliest potential vesting date for Restricted Stock Units (Tranche 1 and 2). |
| 08/25/2026 | Expiration date for 8% Convertible Promissory Note. |
| 03/15/2026 | Latest potential vesting date for Restricted Stock Units (Tranche 1 and 2). |
| 10/14/2027 | Expiration date for warrant. |
Keywords
VerifyMe, VRME, Scott Greenberg, Form 4, insider transaction, beneficial ownership, restricted stock units, executive compensation, stock transfer, revocable trust
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