{"success":true,"data":{"pressRelease":{"id":"36379","rtpr_id":"nBwqNl1Pa","ticker":"VRME","exchange":"NASDAQ","all_tickers":["VRME"],"title":"VerifyMe Reports First Quarter 2026 Financial Results","author":"Business Wire","published_at":"2026-05-15T12:00:00.911Z","article_body":"VerifyMe Reports First Quarter 2026 Financial Results\n\n\n * Quarterly revenue of $1.8 million, compared to $4.5 million in Q1 2025\n\n * Quarterly gross profit of $1.0 million or 54%, compared to $1.5 million or 33%\nin Q1 2025\n\n * Net loss of ($0.7) million, compared to ($0.6) million in Q1 2025\n\n * Adjusted EBITDA((1)) of ($0.1) million, compared to $0.0 million in Q1 2025\n\n * Cash of $3.5 million and working capital of $5.1 million as of March 31, 2026\n\nVerifyMe, Inc. (NASDAQ: VRME\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fvrmeinvestor.com%2F&esheet=54535236&newsitemid=20260515873361&lan=en-US&anchor=VRME&index=1&md5=5f03ebaa3d7ac85d8d95742e034bd1fe)\n) (“VerifyMe,” “we,” “our,” or the “Company”) provides time\nand temperature sensitive logistics, and brand protection and enhancement\nsolutions, announced today the Company’s financial results for its first\nquarter ended March 31, 2026 (“Q1 2026”).\n\nAdam Stedham, VerifyMe’s CEO and President stated, “During Q1 of 2026, we\nfully implemented ProActive services and continued to transition ProActive\ncustomers from using our legacy shipping partner to using our new strategic\nshipping partner. We also transitioned key Premium customers to our Direct\nPremium model, allowing us to continue servicing these customers as they\ncontinue to ship with our legacy partner. In addition, we are in the final\nstages of integrating our technology with our new partner to begin offering\nour Premium services in Q2 of 2026. We believe our financial performance in Q1\nof 2026 demonstrates the scalability of our model as we achieved improved\ngross profit margins despite lower revenues. We are now focused on completing\nour integrations and growing our revenues by both transitioning legacy\ncustomers and adding new customers.”\n\nKey Financial Highlights for Q1 2026:\n\n\n * Quarterly consolidated revenue of $1.8 million in Q1 2026, compared to $4.5\nmillion for the three months ended March 31, 2025 (“Q1 2025”).\n\n * Gross profit of $1.0 million or 54% in Q1 2026, compared to $1.5 million or\n33% in Q1 2025.\n\n * Net loss of ($0.7) million or ($0.05) per diluted share in Q1 2026, compared\nto ($0.6) million or ($0.05) and Q1 2025.\n\n * Adjusted EBITDA((1)) of ($0.1) million in Q1 2026, compared to $0.0 in Q1\n2025.\n\n * Cash of $3.5 million as of March 31, 2026. On May 11, 2026 cash of $2.1\nmillion received from final payment on loan made in August 2025 to ZenCredit.\n __________ \n \n(1) Adjusted EBITDA is a non-GAAP financial measure. See \"Use of Non-GAAP \n Financial Measures\" below for information about this non-GAAP measure. A \n reconciliation to the most directly comparable GAAP measure, net loss, is \n included as a schedule to this release. \n\n\nFinancial Results for the Three Months Ended March 31, 2026:\n\nRevenue in Q1 2026 was $1.8 million, compared to $4.5 million in Q1 2025.\nRevenue for the quarter decreased by $2.7 million, or 60%. The decrease in\nrevenue is primarily due to the loss of ProActive services revenue, as a\nresult of the September 2025 termination of our agreement with our prior\ncarrier partner.\n\nGross profit in Q1 2026 was $1.0 million, compared to $1.5 million in Q1 2025,\na decline of ($0.5) million, or 36%. The resulting gross margin percentage was\n54% for the three months ended March 31, 2026, compared to 33% for the three\nmonths ended March 31, 2025. The increase in gross profit percentage results\nfrom the mix of ProActive and Premium services provided during the quarter and\nprocess improvements implemented to increase ProActive services margins.\n\nOperating loss was ($0.8) million in Q1 2026, compared to ($0.6) million in Q1\n2025. The increased loss primarily relates to an increase in legal expenses\nassociated with the Company’s proposed merger recorded in general and\nadministrative expenses and the decrease in gross profit.\n\nNet loss was ($0.7) million in Q1 2026, compared to ($0.6) million in Q1 2025.\nThe resulting loss per diluted share was ($0.05) in Q1 2026 and in Q1 2025.\n\nAdjusted EBITDA((1)) in Q1 2026 was ($0.1) million, compared to $0.0 in Q1\n2025. Adjusted EBITDA((1)) is a non-GAAP financial measure. Please see “Use\nof Non-GAAP Financial Measures” for a discussion of this non-GAAP measure. A\nreconciliation to the most directly comparable GAAP measure, net loss is\nincluded as a schedule to this release.\n\nAt March 31, 2026, we had a $3.5 million cash balance and $5.1 million in\nworking capital.\n\nAt March 31, 2026, we had 13,581,242 shares issued and 13,119,065 shares\noutstanding.\n\nEarnings Call\n\nThe company is not scheduling an earnings call but intends to have a\nshareholder call after the Form S-4 registration statement and proxy statement\nassociated with our previously announced merger agreement is declared\neffective by the US Securities and Exchange Commission.\n __________ \n (1) Adjusted EBITDA is a non-GAAP financial measure. See \"Use of Non-GAAP Financial Measures\" below for information about this non-GAAP measure. A reconciliation to the most directly comparable GAAP measure, net loss, is included as a schedule to this release. \n\n\nAbout VerifyMe, Inc.\n\nVerifyMe, Inc. (NASDAQ: VRME\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fvrmeinvestor.com%2F&esheet=54535236&newsitemid=20260515873361&lan=en-US&anchor=VRME&index=2&md5=532e521a7e8dd0291383eba1f6d1f2e6)\n), provides specialized logistics for time and temperature sensitive products,\nas well as brand protection and enhancement solutions. To learn more, visit\nwww.verifyme.com\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.verifyme.com&esheet=54535236&newsitemid=20260515873361&lan=en-US&anchor=www.verifyme.com&index=3&md5=c11f72dfabecbd105e8528efb02d0691)\n.\n\nCautionary Note Regarding Forward-Looking Statements\n\nThis release contains forward-looking statements within the meaning of the\nPrivate Securities Litigation Reform Act of 1995. The words “believe,”\n“continue,” “may,” “should,” \"will,\" and similar expressions, as\nthey relate to us, are intended to identify forward-looking statements. We\nhave based these forward-looking statements largely on our current\nexpectations and projections about future events and financial trends that we\nbelieve may affect our financial condition, results of operations, business\nstrategy and financial needs. Important factors that could cause actual\nresults to differ from those in the forward-looking statements include our\nengagement in future acquisitions or strategic partnerships that increase our\ncapital requirements or cause us to incur debt or assume contingent\nliabilities, our reliance on one key strategic partner for shipping services,\ncompetition including by our key strategic partner, seasonal trends in our\nbusiness, severe climate conditions, the highly competitive nature of the\nindustry in which we operate, our brand image and corporate reputation,\nimpairments related to our goodwill and other intangible assets, economic and\nother factors such as recessions, downturns in the economy, inflation, global\nuncertainty and instability, the effects of pandemics, changes in United\nStates social, political, and regulatory conditions and/or a disruption of\nfinancial markets, reduced freight volumes due to economic conditions, reduced\ndiscretionary spending in a recessionary environment, global supply-chain\ndelays or shortages, fluctuations in labor costs, raw materials, and changes\nin the availability of key suppliers, our history of losses, our ability to\nuse our net operating losses to offset future taxable income, the confusion of\nour name brand with other brands, the ability of our technology to work as\nanticipated and to successfully provide analytics logistics management, our\nability to continue to invest in the development and commercialization of our\nproduct and service offerings, the ability of our strategic partners to\nintegrate our solutions into their product offerings, our ability to manage\nour growth effectively, our ability to successfully develop and expand our\nsales and marketing capabilities, risks related to doing business outside of\nthe U.S., intellectual property litigation, our ability to successfully\ndevelop, implement, maintain, upgrade, enhance, and protect our information\ntechnology systems, our reliance on third-party information technology service\nproviders, our ability to respond to evolving laws related to information\ntechnology such as privacy laws, our ability to attract, retain and develop\nsuccessors for management, our ability to work with partners in selling our\ntechnologies to businesses, production difficulties, our inability to enter\ninto contracts and arrangements with future partners, our ability to acquire\nnew customers, issues which may affect the reluctance of large companies to\nchange their purchasing of products, acceptance of our technologies and the\nefficiency of our authenticators in the field, our ability to comply with the\ncontinued listing standards of the Nasdaq Capital Market, our ability to\ntimely pay amounts due and comply with the covenants under our debt\nfacilities, and our ability to complete the proposed business combination,\nincluding due to the failure to obtain approval of the securityholders of the\nCompany, certain regulatory approvals, or satisfying other conditions to\nclosing, in the merger agreement. These risk factors and uncertainties include\nthose more fully described in VerifyMe’s Annual Report and Quarterly Reports\nfiled with the Securities and Exchange Commission, including under the heading\nentitled “Risk Factors.” Should one or more of these risks or\nuncertainties materialize, or should any of our underlying assumptions prove\nincorrect, actual results may vary materially from those currently\nanticipated. Any forward-looking statement made by us herein speaks only as of\nthe date on which it is made. Factors or events that could cause our actual\nresults to differ may emerge from time to time, and it is not possible for us\nto predict all of them. We undertake no obligation to publicly update any\nforward-looking statement, whether as a result of new information, future\ndevelopments or otherwise, except as may be required by law.\n\nUse of Non-GAAP Financial Measures\n\nThis press release includes both financial measures in accordance with U.S.\ngenerally accepted accounting principles (“GAAP”), as well as non-GAAP\nfinancial measures. Generally, a non-GAAP financial measure is a numerical\nmeasure of a company’s performance, financial position or cash flows that\neither excludes or includes amounts that are not normally included or excluded\nin the most directly comparable measure calculated and presented in accordance\nwith GAAP. Non-GAAP financial measures should be viewed as supplemental to and\nshould not be considered as alternatives to any other GAAP financial measures.\nThey may not be indicative of the historical operating results of VerifyMe nor\nare they intended to be predictive of potential future results. Investors\nshould not consider non-GAAP financial measures in isolation or as substitutes\nfor performance measures calculated in accordance with GAAP.\n\nVerifyMe’s management uses and relies on EBITDA and Adjusted EBITDA, which\nare non-GAAP financial measures. The Company believes that both management and\nshareholders benefit from referring to EBITDA and Adjusted EBITDA in planning,\nforecasting and analyzing future periods. Additionally, the Company believes\nAdjusted EBITDA is useful to investors to evaluate its results because it\nexcludes certain items that are not directly related to the Company’s core\noperating performance. In particular, with regard to our comparison of\nAdjusted EBITDA for the three months ended March 31, 2026, to the three months\nended March 31, 2025, we believe is useful to investors in understanding the\nresults of operations. The Company’s management uses these non-GAAP\nfinancial measures in evaluating its financial and operational decision making\nand as a means to evaluate period-to-period comparison. The Company’s\nmanagement recognizes that EBITDA and Adjusted EBITDA, as non-GAAP financial\nmeasures, have inherent limitations because of the described excluded items.\n\nThe Company defines EBITDA as net loss before interest (income) expense,\nincome tax expense (benefit), and depreciation and amortization. Adjusted\nEBITDA represents EBITDA plus non-cash stock compensation expense, severance\nexpense, gain on derecognized liability, impairments, change in fair value of\ncontingent consideration, and one-time professional expenses for acquisitions\nand divestiture. VerifyMe believes EBITDA and Adjusted EBITDA are important\nmeasures of VerifyMe’s operating performance because they allow management,\ninvestors and analysts to evaluate and assess VerifyMe’s core operating\nresults from period-to-period after removing the impact of items of a\nnon-operational nature that affect comparability.\n\nA reconciliation of EBITDA and Adjusted EBITDA to the most comparable\nfinancial measure, net loss, calculated in accordance with GAAP is included in\na schedule to this press release. The Company believes that providing the\nnon-GAAP financial measure, together with the reconciliation to GAAP, helps\ninvestors make comparisons between VerifyMe and other companies. In making any\ncomparisons to other companies, investors need to be aware that companies use\ndifferent non-GAAP measures to evaluate their financial performance. Investors\nshould pay close attention to the specific definition being used and to the\nreconciliation between such measure and the corresponding GAAP measure\nprovided by each company under applicable SEC rules as the presentation here\nmay not be comparable to other similarly titled measures of other companies.\n   \n VerifyMe, Inc. \n \n \n \nConsolidated Balance Sheets \n \n \n \n(In thousands, except share data) \n   \n     March 31, 2026     December 31, 2025   \n     (Unaudited)         \n               \n ASSETS                 \n                   \n CURRENT ASSETS                 \n Cash and cash equivalents   $ 3,519     $ 4,353   \n Accounts receivable, net of allowance for credit loss reserve, $21 and $10 as     818       857   \n of March 31, 2026 and December 31, 2025, respectively \n Note receivable, net of allowance for credit loss reserve, $12 and $12 as of     1,988       1,988   \n March 31, 2026 and December 31, 2025, respectively \n Unbilled revenue     285       338   \n Prepaid expenses and other current assets     208       154   \n Inventory     31       37   \n TOTAL CURRENT ASSETS     6,849       7,727   \n                   \n PROPERTY AND EQUIPMENT, NET   $ 16     $ 20   \n                   \n INTANGIBLE ASSETS, NET     2,325       2,345   \n                   \n GOODWILL     2,926       2,926   \n TOTAL ASSETS   $ 12,116     $ 13,018   \n                   \n LIABILITIES AND STOCKHOLDERS' EQUITY                 \n                   \n CURRENT LIABILITIES                 \n Accounts payable   $ 532     $ 745   \n Other accrued expense     457       530   \n Convertible note – related party, current     400       400   \n Convertible note, current     350       350   \n TOTAL CURRENT LIABILITIES     1,739       2,025   \n     \n TOTAL LIABILITIES   $ 1,739     $ 2,025   \n                   \n STOCKHOLDERS' EQUITY                 \n Series A Convertible Preferred Stock, $0.001 par value, 37,564,767 shares     -       -   \n authorized; 0 shares issued and outstanding as of March 31, 2026 and December \n 31, 2025, respectively \n                   \n Series B Convertible Preferred Stock, $0.001 par value; 85 shares authorized;             -   \n 0.85 shares issued and outstanding as of March 31, 2026 and December 31, 2025, \n respectively \n       -           \n Common stock, $0.001 par value; 675,000,000 shares authorized; 13,581,242 and     14       14   \n 13,553,049 shares issued, 13,119,065 and 13,071,601 shares outstanding as of \n March 31, 2026 and December 31, 2025, respectively \n                   \n Additional paid in capital     102,096       102,059   \n                   \n Treasury stock at cost; 462,117 and 481,448 shares at March 31, 2026 and     (476 )     (502 ) \n December 31, 2025, respectively \n                   \n Accumulated deficit     (91,257 )     (90,578 ) \n                   \n STOCKHOLDERS' EQUITY     10,377       10,993   \n                   \n TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY   $ 12,116     $ 13,018   \n   \n\n   \n VerifyMe, Inc. \n \n \n \nConsolidated Statements of Operations \n \n \n \n(Unaudited) \n \n \n \n(In thousands, except share data) \n                   \n     Three Months Ended   \n     March 31, 2026     March 31, 2025   \n               \n NET REVENUE   $ 1,772     $ 4,455   \n                   \n COST OF REVENUE     812       2,965   \n                   \n GROSS PROFIT     960       1,490   \n                   \n OPERATING EXPENSES                 \n Management and Technology((a))     570       926   \n General and administrative ((a))     1,016       856   \n Research and development     -       5   \n Sales and marketing ((a))     141       296   \n Total Operating expenses     1,727       2,083   \n                   \n LOSS BEFORE OTHER INCOME (EXPENSE)     (767 )     (593 ) \n                   \n OTHER INCOME (EXPENSE)                 \n Interest income, net     88       22 \n TOTAL OTHER INCOME, NET     88       22   \n                   \n NET LOSS   $ (679 )   $ (571 ) \n                   \n LOSS PER SHARE                 \n BASIC     (0.05 )     (0.05 ) \n DILUTED     (0.05 )     (0.05 ) \n                   \n WEIGHTED AVERAGE COMMON SHARE OUTSTANDING                 \n                   \n BASIC     13,352,749       12,292,150   \n DILUTED     13,352,749       12,292,150   \n\n (a) Includes share-based compensation of $63 thousand and $333 thousand for the \n three months ended March 31, 2026 and March 31, 2025, respectively. \n\n   \n VerifyMe, Inc. \n \n \n \nConsolidated EBITDA and Adjusted EBITDA Reconciliation Table (Unaudited) \n \n \n \n(In thousands) \n   \n     Three months ended   \n \nMarch 31, \n               \n   2026     2025   \n                   \n Net loss (GAAP)   $ (679 )   $ (571 ) \n Interest income, net     (88)     (22)   \n Amortization and depreciation     132       286   \n                   \n Total EBITDA (Non-GAAP)     (635 )     (307 ) \n                   \n Adjustments:                 \n                   \n Stock based compensation     -       41   \n Fair value of restricted stock and restricted stock units issued in exchange     77       292   \n for services \n Severance expense     -       57   \n Gain on derecognized liability     -       (100)   \n One-time professional expenses for acquisitions/divestiture     474       17   \n                   \n Total Adjusted EBITDA (Non-GAAP)   $ (84)   $ - \n\n\n \n\n\n\nView source version on businesswire.com:\nhttps://www.businesswire.com/news/home/20260515873361/en/\n(https://www.businesswire.com/news/home/20260515873361/en/)\n\nFor Other Information Contact: \n\nCompany: VerifyMe, Inc.\n\nEmail: IR@verifyme.com (mailto:IR@verifyme.com)\n\n\nCopyright Business Wire 2026","article_body_html":"","raw_payload":{"data":{"id":"nBwqNl1Pa","title":"VerifyMe Reports First Quarter 2026 Financial Results","author":"Business Wire","ticker":"VRME","created":"2026-05-15T12:00:00.911Z","tickers":["VRME"],"exchange":"NASDAQ","article_body":"VerifyMe Reports First Quarter 2026 Financial Results\n\n\n * Quarterly revenue of $1.8 million, compared to $4.5 million in Q1 2025\n\n * Quarterly gross profit of $1.0 million or 54%, compared to $1.5 million or 33%\nin Q1 2025\n\n * Net loss of ($0.7) million, compared to ($0.6) million in Q1 2025\n\n * Adjusted EBITDA((1)) of ($0.1) million, compared to $0.0 million in Q1 2025\n\n * Cash of $3.5 million and working capital of $5.1 million as of March 31, 2026\n\nVerifyMe, Inc. (NASDAQ: VRME\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fvrmeinvestor.com%2F&esheet=54535236&newsitemid=20260515873361&lan=en-US&anchor=VRME&index=1&md5=5f03ebaa3d7ac85d8d95742e034bd1fe)\n) (“VerifyMe,” “we,” “our,” or the “Company”) provides time\nand temperature sensitive logistics, and brand protection and enhancement\nsolutions, announced today the Company’s financial results for its first\nquarter ended March 31, 2026 (“Q1 2026”).\n\nAdam Stedham, VerifyMe’s CEO and President stated, “During Q1 of 2026, we\nfully implemented ProActive services and continued to transition ProActive\ncustomers from using our legacy shipping partner to using our new strategic\nshipping partner. We also transitioned key Premium customers to our Direct\nPremium model, allowing us to continue servicing these customers as they\ncontinue to ship with our legacy partner. In addition, we are in the final\nstages of integrating our technology with our new partner to begin offering\nour Premium services in Q2 of 2026. We believe our financial performance in Q1\nof 2026 demonstrates the scalability of our model as we achieved improved\ngross profit margins despite lower revenues. We are now focused on completing\nour integrations and growing our revenues by both transitioning legacy\ncustomers and adding new customers.”\n\nKey Financial Highlights for Q1 2026:\n\n\n * Quarterly consolidated revenue of $1.8 million in Q1 2026, compared to $4.5\nmillion for the three months ended March 31, 2025 (“Q1 2025”).\n\n * Gross profit of $1.0 million or 54% in Q1 2026, compared to $1.5 million or\n33% in Q1 2025.\n\n * Net loss of ($0.7) million or ($0.05) per diluted share in Q1 2026, compared\nto ($0.6) million or ($0.05) and Q1 2025.\n\n * Adjusted EBITDA((1)) of ($0.1) million in Q1 2026, compared to $0.0 in Q1\n2025.\n\n * Cash of $3.5 million as of March 31, 2026. On May 11, 2026 cash of $2.1\nmillion received from final payment on loan made in August 2025 to ZenCredit.\n __________ \n \n(1) Adjusted EBITDA is a non-GAAP financial measure. See \"Use of Non-GAAP \n Financial Measures\" below for information about this non-GAAP measure. A \n reconciliation to the most directly comparable GAAP measure, net loss, is \n included as a schedule to this release. \n\n\nFinancial Results for the Three Months Ended March 31, 2026:\n\nRevenue in Q1 2026 was $1.8 million, compared to $4.5 million in Q1 2025.\nRevenue for the quarter decreased by $2.7 million, or 60%. The decrease in\nrevenue is primarily due to the loss of ProActive services revenue, as a\nresult of the September 2025 termination of our agreement with our prior\ncarrier partner.\n\nGross profit in Q1 2026 was $1.0 million, compared to $1.5 million in Q1 2025,\na decline of ($0.5) million, or 36%. The resulting gross margin percentage was\n54% for the three months ended March 31, 2026, compared to 33% for the three\nmonths ended March 31, 2025. The increase in gross profit percentage results\nfrom the mix of ProActive and Premium services provided during the quarter and\nprocess improvements implemented to increase ProActive services margins.\n\nOperating loss was ($0.8) million in Q1 2026, compared to ($0.6) million in Q1\n2025. The increased loss primarily relates to an increase in legal expenses\nassociated with the Company’s proposed merger recorded in general and\nadministrative expenses and the decrease in gross profit.\n\nNet loss was ($0.7) million in Q1 2026, compared to ($0.6) million in Q1 2025.\nThe resulting loss per diluted share was ($0.05) in Q1 2026 and in Q1 2025.\n\nAdjusted EBITDA((1)) in Q1 2026 was ($0.1) million, compared to $0.0 in Q1\n2025. Adjusted EBITDA((1)) is a non-GAAP financial measure. Please see “Use\nof Non-GAAP Financial Measures” for a discussion of this non-GAAP measure. A\nreconciliation to the most directly comparable GAAP measure, net loss is\nincluded as a schedule to this release.\n\nAt March 31, 2026, we had a $3.5 million cash balance and $5.1 million in\nworking capital.\n\nAt March 31, 2026, we had 13,581,242 shares issued and 13,119,065 shares\noutstanding.\n\nEarnings Call\n\nThe company is not scheduling an earnings call but intends to have a\nshareholder call after the Form S-4 registration statement and proxy statement\nassociated with our previously announced merger agreement is declared\neffective by the US Securities and Exchange Commission.\n __________ \n (1) Adjusted EBITDA is a non-GAAP financial measure. See \"Use of Non-GAAP Financial Measures\" below for information about this non-GAAP measure. A reconciliation to the most directly comparable GAAP measure, net loss, is included as a schedule to this release. \n\n\nAbout VerifyMe, Inc.\n\nVerifyMe, Inc. (NASDAQ: VRME\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fvrmeinvestor.com%2F&esheet=54535236&newsitemid=20260515873361&lan=en-US&anchor=VRME&index=2&md5=532e521a7e8dd0291383eba1f6d1f2e6)\n), provides specialized logistics for time and temperature sensitive products,\nas well as brand protection and enhancement solutions. To learn more, visit\nwww.verifyme.com\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.verifyme.com&esheet=54535236&newsitemid=20260515873361&lan=en-US&anchor=www.verifyme.com&index=3&md5=c11f72dfabecbd105e8528efb02d0691)\n.\n\nCautionary Note Regarding Forward-Looking Statements\n\nThis release contains forward-looking statements within the meaning of the\nPrivate Securities Litigation Reform Act of 1995. The words “believe,”\n“continue,” “may,” “should,” \"will,\" and similar expressions, as\nthey relate to us, are intended to identify forward-looking statements. We\nhave based these forward-looking statements largely on our current\nexpectations and projections about future events and financial trends that we\nbelieve may affect our financial condition, results of operations, business\nstrategy and financial needs. Important factors that could cause actual\nresults to differ from those in the forward-looking statements include our\nengagement in future acquisitions or strategic partnerships that increase our\ncapital requirements or cause us to incur debt or assume contingent\nliabilities, our reliance on one key strategic partner for shipping services,\ncompetition including by our key strategic partner, seasonal trends in our\nbusiness, severe climate conditions, the highly competitive nature of the\nindustry in which we operate, our brand image and corporate reputation,\nimpairments related to our goodwill and other intangible assets, economic and\nother factors such as recessions, downturns in the economy, inflation, global\nuncertainty and instability, the effects of pandemics, changes in United\nStates social, political, and regulatory conditions and/or a disruption of\nfinancial markets, reduced freight volumes due to economic conditions, reduced\ndiscretionary spending in a recessionary environment, global supply-chain\ndelays or shortages, fluctuations in labor costs, raw materials, and changes\nin the availability of key suppliers, our history of losses, our ability to\nuse our net operating losses to offset future taxable income, the confusion of\nour name brand with other brands, the ability of our technology to work as\nanticipated and to successfully provide analytics logistics management, our\nability to continue to invest in the development and commercialization of our\nproduct and service offerings, the ability of our strategic partners to\nintegrate our solutions into their product offerings, our ability to manage\nour growth effectively, our ability to successfully develop and expand our\nsales and marketing capabilities, risks related to doing business outside of\nthe U.S., intellectual property litigation, our ability to successfully\ndevelop, implement, maintain, upgrade, enhance, and protect our information\ntechnology systems, our reliance on third-party information technology service\nproviders, our ability to respond to evolving laws related to information\ntechnology such as privacy laws, our ability to attract, retain and develop\nsuccessors for management, our ability to work with partners in selling our\ntechnologies to businesses, production difficulties, our inability to enter\ninto contracts and arrangements with future partners, our ability to acquire\nnew customers, issues which may affect the reluctance of large companies to\nchange their purchasing of products, acceptance of our technologies and the\nefficiency of our authenticators in the field, our ability to comply with the\ncontinued listing standards of the Nasdaq Capital Market, our ability to\ntimely pay amounts due and comply with the covenants under our debt\nfacilities, and our ability to complete the proposed business combination,\nincluding due to the failure to obtain approval of the securityholders of the\nCompany, certain regulatory approvals, or satisfying other conditions to\nclosing, in the merger agreement. These risk factors and uncertainties include\nthose more fully described in VerifyMe’s Annual Report and Quarterly Reports\nfiled with the Securities and Exchange Commission, including under the heading\nentitled “Risk Factors.” Should one or more of these risks or\nuncertainties materialize, or should any of our underlying assumptions prove\nincorrect, actual results may vary materially from those currently\nanticipated. Any forward-looking statement made by us herein speaks only as of\nthe date on which it is made. Factors or events that could cause our actual\nresults to differ may emerge from time to time, and it is not possible for us\nto predict all of them. We undertake no obligation to publicly update any\nforward-looking statement, whether as a result of new information, future\ndevelopments or otherwise, except as may be required by law.\n\nUse of Non-GAAP Financial Measures\n\nThis press release includes both financial measures in accordance with U.S.\ngenerally accepted accounting principles (“GAAP”), as well as non-GAAP\nfinancial measures. Generally, a non-GAAP financial measure is a numerical\nmeasure of a company’s performance, financial position or cash flows that\neither excludes or includes amounts that are not normally included or excluded\nin the most directly comparable measure calculated and presented in accordance\nwith GAAP. Non-GAAP financial measures should be viewed as supplemental to and\nshould not be considered as alternatives to any other GAAP financial measures.\nThey may not be indicative of the historical operating results of VerifyMe nor\nare they intended to be predictive of potential future results. Investors\nshould not consider non-GAAP financial measures in isolation or as substitutes\nfor performance measures calculated in accordance with GAAP.\n\nVerifyMe’s management uses and relies on EBITDA and Adjusted EBITDA, which\nare non-GAAP financial measures. The Company believes that both management and\nshareholders benefit from referring to EBITDA and Adjusted EBITDA in planning,\nforecasting and analyzing future periods. Additionally, the Company believes\nAdjusted EBITDA is useful to investors to evaluate its results because it\nexcludes certain items that are not directly related to the Company’s core\noperating performance. In particular, with regard to our comparison of\nAdjusted EBITDA for the three months ended March 31, 2026, to the three months\nended March 31, 2025, we believe is useful to investors in understanding the\nresults of operations. The Company’s management uses these non-GAAP\nfinancial measures in evaluating its financial and operational decision making\nand as a means to evaluate period-to-period comparison. The Company’s\nmanagement recognizes that EBITDA and Adjusted EBITDA, as non-GAAP financial\nmeasures, have inherent limitations because of the described excluded items.\n\nThe Company defines EBITDA as net loss before interest (income) expense,\nincome tax expense (benefit), and depreciation and amortization. Adjusted\nEBITDA represents EBITDA plus non-cash stock compensation expense, severance\nexpense, gain on derecognized liability, impairments, change in fair value of\ncontingent consideration, and one-time professional expenses for acquisitions\nand divestiture. VerifyMe believes EBITDA and Adjusted EBITDA are important\nmeasures of VerifyMe’s operating performance because they allow management,\ninvestors and analysts to evaluate and assess VerifyMe’s core operating\nresults from period-to-period after removing the impact of items of a\nnon-operational nature that affect comparability.\n\nA reconciliation of EBITDA and Adjusted EBITDA to the most comparable\nfinancial measure, net loss, calculated in accordance with GAAP is included in\na schedule to this press release. The Company believes that providing the\nnon-GAAP financial measure, together with the reconciliation to GAAP, helps\ninvestors make comparisons between VerifyMe and other companies. In making any\ncomparisons to other companies, investors need to be aware that companies use\ndifferent non-GAAP measures to evaluate their financial performance. Investors\nshould pay close attention to the specific definition being used and to the\nreconciliation between such measure and the corresponding GAAP measure\nprovided by each company under applicable SEC rules as the presentation here\nmay not be comparable to other similarly titled measures of other companies.\n   \n VerifyMe, Inc. \n \n \n \nConsolidated Balance Sheets \n \n \n \n(In thousands, except share data) \n   \n     March 31, 2026     December 31, 2025   \n     (Unaudited)         \n               \n ASSETS                 \n                   \n CURRENT ASSETS                 \n Cash and cash equivalents   $ 3,519     $ 4,353   \n Accounts receivable, net of allowance for credit loss reserve, $21 and $10 as     818       857   \n of March 31, 2026 and December 31, 2025, respectively \n Note receivable, net of allowance for credit loss reserve, $12 and $12 as of     1,988       1,988   \n March 31, 2026 and December 31, 2025, respectively \n Unbilled revenue     285       338   \n Prepaid expenses and other current assets     208       154   \n Inventory     31       37   \n TOTAL CURRENT ASSETS     6,849       7,727   \n                   \n PROPERTY AND EQUIPMENT, NET   $ 16     $ 20   \n                   \n INTANGIBLE ASSETS, NET     2,325       2,345   \n                   \n GOODWILL     2,926       2,926   \n TOTAL ASSETS   $ 12,116     $ 13,018   \n                   \n LIABILITIES AND STOCKHOLDERS' EQUITY                 \n                   \n CURRENT LIABILITIES                 \n Accounts payable   $ 532     $ 745   \n Other accrued expense     457       530   \n Convertible note – related party, current     400       400   \n Convertible note, current     350       350   \n TOTAL CURRENT LIABILITIES     1,739       2,025   \n     \n TOTAL LIABILITIES   $ 1,739     $ 2,025   \n                   \n STOCKHOLDERS' EQUITY                 \n Series A Convertible Preferred Stock, $0.001 par value, 37,564,767 shares     -       -   \n authorized; 0 shares issued and outstanding as of March 31, 2026 and December \n 31, 2025, respectively \n                   \n Series B Convertible Preferred Stock, $0.001 par value; 85 shares authorized;             -   \n 0.85 shares issued and outstanding as of March 31, 2026 and December 31, 2025, \n respectively \n       -           \n Common stock, $0.001 par value; 675,000,000 shares authorized; 13,581,242 and     14       14   \n 13,553,049 shares issued, 13,119,065 and 13,071,601 shares outstanding as of \n March 31, 2026 and December 31, 2025, respectively \n                   \n Additional paid in capital     102,096       102,059   \n                   \n Treasury stock at cost; 462,117 and 481,448 shares at March 31, 2026 and     (476 )     (502 ) \n December 31, 2025, respectively \n                   \n Accumulated deficit     (91,257 )     (90,578 ) \n                   \n STOCKHOLDERS' EQUITY     10,377       10,993   \n                   \n TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY   $ 12,116     $ 13,018   \n   \n\n   \n VerifyMe, Inc. \n \n \n \nConsolidated Statements of Operations \n \n \n \n(Unaudited) \n \n \n \n(In thousands, except share data) \n                   \n     Three Months Ended   \n     March 31, 2026     March 31, 2025   \n               \n NET REVENUE   $ 1,772     $ 4,455   \n                   \n COST OF REVENUE     812       2,965   \n                   \n GROSS PROFIT     960       1,490   \n                   \n OPERATING EXPENSES                 \n Management and Technology((a))     570       926   \n General and administrative ((a))     1,016       856   \n Research and development     -       5   \n Sales and marketing ((a))     141       296   \n Total Operating expenses     1,727       2,083   \n                   \n LOSS BEFORE OTHER INCOME (EXPENSE)     (767 )     (593 ) \n                   \n OTHER INCOME (EXPENSE)                 \n Interest income, net     88       22 \n TOTAL OTHER INCOME, NET     88       22   \n                   \n NET LOSS   $ (679 )   $ (571 ) \n                   \n LOSS PER SHARE                 \n BASIC     (0.05 )     (0.05 ) \n DILUTED     (0.05 )     (0.05 ) \n                   \n WEIGHTED AVERAGE COMMON SHARE OUTSTANDING                 \n                   \n BASIC     13,352,749       12,292,150   \n DILUTED     13,352,749       12,292,150   \n\n (a) Includes share-based compensation of $63 thousand and $333 thousand for the \n three months ended March 31, 2026 and March 31, 2025, respectively. \n\n   \n VerifyMe, Inc. \n \n \n \nConsolidated EBITDA and Adjusted EBITDA Reconciliation Table (Unaudited) \n \n \n \n(In thousands) \n   \n     Three months ended   \n \nMarch 31, \n               \n   2026     2025   \n                   \n Net loss (GAAP)   $ (679 )   $ (571 ) \n Interest income, net     (88)     (22)   \n Amortization and depreciation     132       286   \n                   \n Total EBITDA (Non-GAAP)     (635 )     (307 ) \n                   \n Adjustments:                 \n                   \n Stock based compensation     -       41   \n Fair value of restricted stock and restricted stock units issued in exchange     77       292   \n for services \n Severance expense     -       57   \n Gain on derecognized liability     -       (100)   \n One-time professional expenses for acquisitions/divestiture     474       17   \n                   \n Total Adjusted EBITDA (Non-GAAP)   $ (84)   $ - \n\n\n \n\n\n\nView source version on businesswire.com:\nhttps://www.businesswire.com/news/home/20260515873361/en/\n(https://www.businesswire.com/news/home/20260515873361/en/)\n\nFor Other Information Contact: \n\nCompany: VerifyMe, Inc.\n\nEmail: IR@verifyme.com (mailto:IR@verifyme.com)\n\n\nCopyright Business Wire 2026"},"type":"article","timestamp":"2026-05-15T12:00:01.108979293Z","server_sent_at_ms":1778846401108},"received_at":"2026-05-15T12:00:01.317Z","source_url":"https://www.businesswire.com/news/home/20260515873361/en/"},"analysis":{"id":"25827","press_release_id":"36379","analysis_json":{"industry":{"label":"Air Freight & Logistics","sector":"Industrials"},"redFlags":["Revenue declined 60% YoY","No earnings call scheduled","Company is in a proposed merger process (Form S-4 pending)","Reliance on a single new strategic partner for shipping services"],"eventType":"earnings","narrative":"VerifyMe reported Q1 2026 revenue of $1.8 million, a 60% decline from $4.5 million in the prior year, driven by the termination of its legacy carrier partner agreement.\n\nDespite the revenue drop, gross margins expanded significantly to 54% from 33% a year ago, aided by process improvements and a shift in service mix. Net loss widened slightly to $0.7 million.\n\nThe company holds $3.5 million in cash and is focused on integrating a new strategic shipping partner to restore revenue growth. No earnings call was scheduled, as management awaits SEC approval of a proposed merger.","sentiment":"bearish","agentHooks":{"shouldPost":true,"suggestedAngle":"VRME Q1: Revenue collapses 60% but margins double; merger pending."},"keyFigures":{"revenue":1772000,"revenueYoy":"-60%","customDimensions":{"cash":3519000,"gross_margin":"54%","gross_profit":960000,"working_capital":5100000,"shares_outstanding":13119065}},"quotedText":"We believe our financial performance in Q1 of 2026 demonstrates the scalability of our model as we achieved improved gross profit margins despite lower revenues.","namedEntities":{"people":[{"name":"Adam Stedham","role":"CEO and President"}],"products":["ProActive","Premium","Direct Premium"],"companies":[{"name":"VerifyMe, Inc.","ticker":"VRME"},{"name":"ZenCredit","relationship":"customer"}],"dollarAmounts":[{"amount":"$1.8 million","context":"Q1 2026 revenue"},{"amount":"$4.5 million","context":"Q1 2025 revenue"},{"amount":"$1.0 million","context":"Q1 2026 gross profit"},{"amount":"$1.5 million","context":"Q1 2025 gross profit"},{"amount":"($0.7) million","context":"Q1 2026 net loss"},{"amount":"($0.6) million","context":"Q1 2025 net loss"},{"amount":"($0.1) million","context":"Q1 2026 adjusted EBITDA"},{"amount":"$3.5 million","context":"Cash balance as of March 31, 2026"},{"amount":"$5.1 million","context":"Working capital as of March 31, 2026"},{"amount":"$2.1 million","context":"Cash received from ZenCredit loan repayment"}]},"materialImpact":{"score":3,"reasoning":"Revenue declined 60% YoY due to the loss of a key carrier partner. While gross margins improved significantly (33% to 54%), the absolute revenue drop and increased operating losses signal a difficult transition period. The company is also in a merger process, which adds uncertainty."},"tickerRelevance":{"others":[],"primary":"VRME"},"globalImportance":25,"audienceRelevance":15,"eventTypeSecondary":[],"importanceComponents":{"tickerTier":"small-cap","eventGravity":"earnings_miss_revenue_decline","sectorWeight":"low","householdBrandBoost":0,"marketCapAdjustment":"negative","retailFavoriteBoost":0}},"event_type":"earnings","event_type_secondary":null,"sentiment":"bearish","material_impact_score":3,"narrative":"VerifyMe reported Q1 2026 revenue of $1.8 million, a 60% decline from $4.5 million in the prior year, driven by the termination of its legacy carrier partner agreement.\n\nDespite the revenue drop, gross margins expanded significantly to 54% from 33% a year ago, aided by process improvements and a shift in service mix. Net loss widened slightly to $0.7 million.\n\nThe company holds $3.5 million in cash and is focused on integrating a new strategic shipping partner to restore revenue growth. No earnings call was scheduled, as management awaits SEC approval of a proposed merger.","key_figures":{"revenue":1772000,"revenueYoy":"-60%","customDimensions":{"cash":3519000,"gross_margin":"54%","gross_profit":960000,"working_capital":5100000,"shares_outstanding":13119065}},"named_entities":{"people":[{"name":"Adam Stedham","role":"CEO and President"}],"products":["ProActive","Premium","Direct Premium"],"companies":[{"name":"VerifyMe, Inc.","ticker":"VRME"},{"name":"ZenCredit","relationship":"customer"}],"dollarAmounts":[{"amount":"$1.8 million","context":"Q1 2026 revenue"},{"amount":"$4.5 million","context":"Q1 2025 revenue"},{"amount":"$1.0 million","context":"Q1 2026 gross profit"},{"amount":"$1.5 million","context":"Q1 2025 gross profit"},{"amount":"($0.7) million","context":"Q1 2026 net loss"},{"amount":"($0.6) million","context":"Q1 2025 net loss"},{"amount":"($0.1) million","context":"Q1 2026 adjusted EBITDA"},{"amount":"$3.5 million","context":"Cash balance as of March 31, 2026"},{"amount":"$5.1 million","context":"Working capital as of March 31, 2026"},{"amount":"$2.1 million","context":"Cash received from ZenCredit loan repayment"}]},"model_name":"qwen3_6_27b_awq","prompt_hash":"sha256:727b4b9429a443af","schema_hash":"sha256:05005c02d9cffac9","created_at":"2026-05-15T12:03:21.130Z","global_importance":25,"audience_relevance":15,"importance_components":{"tickerTier":"small-cap","eventGravity":"earnings_miss_revenue_decline","sectorWeight":"low","householdBrandBoost":0,"marketCapAdjustment":"negative","retailFavoriteBoost":0}},"durationMs":42129,"modelName":"george-droid-qwen-72b"}}