8-K - VerifyMe, Inc. | StockGist

AI Analysis

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VerifyMe reported Q4 2025 revenue of $2.4 million, a 69% year-over-year decline driven by a carrier partner termination, while announcing a pending merger with Open World, Ltd.

Key Takeaways

1Q4 2025 revenue fell to $2.4 million from $7.7 million in Q4 2024, primarily due to the termination of an agreement with a prior carrier partner.

2Gross margin improved to 49% in Q4 2025 from 32% in Q4 2024, attributed to service mix and cost reductions under a new shipping partner.

3The Company entered into an Agreement and Plan of Merger to combine with Open World, Ltd.

4Net loss widened slightly to $0.7 million in Q4 2025 from $0.5 million in Q4 2024.

5Cash balance stood at $4.4 million with $5.7 million in working capital as of December 31, 2025.

Current Report Details

Event Type

Financial Results

Exhibits Only

Disclosure

Mandatory

Variant

8-K

Items Reported

2.02

, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or oth

Financial Results

9.01

| Financial Statements and Exhibits. | |---|---| (d) Exhibits | Exhibit No. | | Description | |---|---|---| | 99.1 | | VerifyMe, Inc. Press Release dated March

Exhibits Only

Source Document

Results of Operations

Fourth Quarter 2025

Metric	Value	Basis	Prior Period
Revenue	$2.40		$7.70
Gross Profit	$1.20		$2.40
Gross Margin	49%		32%
Operating Loss	$-0.70	GAAP	$-0.30
Net Loss	$-0.70	GAAP	$-0.50
Diluted EPS	$-0.05	GAAP	$-0.05
Adjusted EBITDA	$-0.10	Non-GAAP	$0.50

Exhibits (2)

8-K

Exhibit

99.1

EXHIBIT 99.1