SCHEDULE: VerifyMe, Inc. Shareholder Exits Filing

Marshall S. Geller and the Geller Living Trust have filed an exit amendment to their Schedule 13D, reporting a decrease in beneficial ownership of VerifyMe, Inc. shares following the maturity and repayment of a convertible note.

Summary

• This filing is an amendment to a previous Schedule 13D, serving as a final exit filing for Marshall S. Geller and the Geller Living Trust.
• The reporting persons no longer beneficially own more than five percent of VerifyMe, Inc. securities as of August 25, 2026.
• The primary reason for the change in beneficial ownership is the maturity and full repayment of an 8% Convertible Subordinated Promissory Note held by the Trust.
• The Note, with a principal amount of $175,000, matured on August 25, 2026, and was paid with $175,000 principal and $7,000 in accrued interest.
• As a result, the shares that could have been converted from this Note are no longer held, leading to a 1% decrease in reported beneficial ownership.
• Marshall S. Geller directly owns 87,000 shares and has sole dispositive power over 52,000 shares.
• The Geller Living Trust owns 405,034 shares, plus 31,104 shares issuable from warrants and 68,310 vested RSUs.
• Marshall S. Geller directly and indirectly beneficially owns 591,448 shares, representing approximately 4.5% of the Issuer's outstanding shares as of August 25, 2026.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this as a neutral to slightly negative filing, primarily an administrative exit filing indicating a reduction in beneficial ownership and the maturation of a debt instrument, with no new strategic initiatives or significant financial performance disclosures.

Positives

• The convertible note held by the Trust has matured and been fully repaid, including principal and accrued interest, indicating a resolution of this financial instrument.
• Marshall S. Geller continues to hold a significant number of shares (591,448) and vested RSUs, suggesting ongoing confidence or investment in the company.
• The filing confirms that Marshall S. Geller has sole voting power over 87,000 shares and sole dispositive power over 52,000 shares.

Negatives

• The reporting persons are filing an exit amendment, signifying a reduction in their beneficial ownership stake below the 5% threshold requiring this filing.
• The repayment of the convertible note means the potential conversion of those shares is no longer a factor in their beneficial ownership.
• The filing indicates a decrease in beneficial ownership by 1% compared to previous filings.

Risks

• The filing does not explicitly mention new risks, but the reduction in beneficial ownership by a significant stakeholder could be interpreted as a signal of reduced conviction by that stakeholder.

Future Outlook

The filing is an exit amendment and does not contain specific forward-looking statements or guidance regarding future company performance. It primarily addresses the conclusion of a reporting obligation for the filing persons.

Management Comments

• The filing of this Amendment No. 3 represents the final amendment to the Initial Schedule 13D and constitutes an exit filing for the Reporting Persons.
• On August 25, 2026, the Issuer paid the Trust the principal amount of $175,000 plus accrued interest of $7,000, in accordance with the terms of the Note.
• Mr. Geller and the Issuer are parties to a Restricted Stock Award Agreement, dated as of October 9, 2025, pursuant to which the Issuer granted Mr. Geller an aggregate of 35,000 restricted Shares under the Issuer's 2020 Equity Incentive Plan.
• The restricted Shares will vest in full upon the earlier of the effective time of the merger transaction (as described in the Issuer's Form S-4 Registration Statement on file with the Securities and Exchange Commission (SEC)) or October 9, 2026.

Industry Context

StockSavvy.ai notes that Schedule 13D filings are crucial for tracking significant beneficial ownership changes in public companies. This particular filing indicates a reduction in stake by a key individual and trust, which can sometimes precede or coincide with other corporate actions, though in this case, it appears to be a procedural exit following the maturation of a debt instrument.

Comparison to Industry Standards

• This filing is a standard Schedule 13D amendment, specifically an exit filing, which is a common procedural step when a reporting person's beneficial ownership falls below the 5% threshold. It does not provide performance data for comparison against industry peers.

Related Party Transactions

• The Geller Living Trust purchased an 8% Convertible Subordinated Promissory Note from VerifyMe, Inc. in a private placement on August 25, 2023, which has now matured and been repaid.
• Marshall S. Geller was granted 35,000 restricted shares by VerifyMe, Inc. under an equity incentive plan as compensation for his services as a director.

Stakeholder Impact

• Shareholders: A significant stakeholder has reduced their reporting threshold, which may be interpreted neutrally as a procedural exit rather than a negative signal, especially given the repayment of the note.
• Management/Board: Marshall S. Geller continues to hold restricted stock and is a director, indicating continued involvement.
• Creditors: The repayment of the principal and interest on the convertible note by the Issuer suggests the company met its debt obligations.

Next Steps

• Marshall S. Geller and the Geller Living Trust will no longer be required to file Schedule 13D amendments unless their beneficial ownership increases to over 5% again.
• The restricted shares granted to Mr. Geller will vest on October 9, 2026, or upon the effective time of a merger transaction, whichever occurs first.

Key Dates

Keywords

Schedule 13D, Beneficial Ownership, Convertible Note, Exit Filing, VerifyMe, Marshall S. Geller, Geller Living Trust, Warrants