SCHEDULE: VerifyMe, Inc. Shareholder Reports Note Repayment

Adam H. Stedham's Schedule 13D filing indicates the repayment of a $175,000 promissory note, reducing his beneficial ownership to 7.4% of VerifyMe, Inc. common stock.

Summary

• Adam H. Stedham has filed an amendment to his Schedule 13D regarding his holdings in VerifyMe, Inc.
• The filing notes the maturity and repayment of an 8% Convertible Subordinated Promissory Note for $175,000, plus $7,000 in accrued interest, on August 25, 2026.
• As a result of this repayment, Mr. Stedham no longer beneficially owns the shares into which the note could have been converted.
• His current beneficial ownership is reported as 1,019,500 shares, representing approximately 7.4% of the Issuer's outstanding shares.
• This represents a decrease of 1% in his reported beneficial ownership from the initial filing.
• The figures include directly held shares, shares underlying restricted stock units (RSUs) convertible within 60 days, and vested RSUs payable upon separation from his director role.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this as a neutral to slightly negative score due to the repayment of a note and a resulting decrease in beneficial ownership, although the individual still holds a significant stake.

Positives

• The company has repaid a significant debt obligation ($175,000 principal + $7,000 interest) to a stakeholder.
• Mr. Stedham continues to hold a substantial stake in VerifyMe, Inc. (1,019,500 shares), representing 7.4% of the outstanding stock.
• The filing confirms that Mr. Stedham has sole voting and sole dispositive power over his reported shares.

Negatives

• Mr. Stedham's beneficial ownership percentage has decreased by 1% due to the note repayment.
• The repayment of the convertible note means he no longer holds potential shares from that instrument.

Risks

• The filing does not explicitly mention new risks, but the decrease in beneficial ownership could be perceived negatively by some investors.
• The reliance on RSUs for a portion of future share availability could be subject to vesting and separation conditions.

Future Outlook

The filing does not contain explicit forward-looking statements or guidance from the company. It primarily reports on a past event (note repayment) and current beneficial ownership.

Management Comments

• The filing states that the note matured and was paid in accordance with its terms.
• It is noted that Mr. Stedham no longer beneficially owns the shares into which the Note may have been converted.
• The figures included in the beneficial ownership calculation comprise directly held shares, RSUs convertible within 60 days, and vested RSUs payable upon separation from service as a director.

Industry Context

StockSavvy.ai notes that Schedule 13D filings are crucial for tracking significant beneficial ownership changes, especially for companies where insider or large shareholder activity can influence market perception. The repayment of a note and subsequent adjustment in ownership percentage is a common event, but the specific details and the remaining stake are key for investors to monitor.

Comparison to Industry Standards

• Reporting of beneficial ownership above 5% is a standard requirement under SEC regulations (Rule 13d-1).
• The inclusion of RSUs convertible within 60 days and those payable upon separation in beneficial ownership calculations is a common practice, reflecting potential future ownership.
• The repayment of a subordinated promissory note is a typical financial transaction, though the specific terms and interest rate (8%) would be compared against prevailing market rates at the time of issuance.

Related Party Transactions

• The repayment of the 8% Convertible Subordinated Promissory Note in the principal amount of $175,000, plus $7,000 in accrued interest, from Mr. Stedham to VerifyMe, Inc. on August 25, 2026, is detailed.

Stakeholder Impact

• Shareholders: The reduction in Mr. Stedham's reported beneficial ownership by 1% may influence market perception, though he retains a significant stake.
• Creditors: The repayment of the note indicates a reduction in outstanding debt obligations for the company.
• Management/Board: Mr. Stedham's continued role as a director is noted, with potential future share issuance tied to his separation from service.

Next Steps

• Monitor future filings by Adam H. Stedham for any further changes in beneficial ownership.
• Observe VerifyMe, Inc.'s financial performance and strategic developments that may impact share value and future RSU vesting/payouts.

Key Dates

Keywords

VerifyMe, Schedule 13D, Beneficial Ownership, Promissory Note, Restricted Stock Units, Convertible Securities, Shareholder