--  Revenue of $5.0 million in Q3 2025, compared to $5.4 million in Q3 
      2024(1) 
 
   --  Gross profit of $2.1 million or 41% in Q3 2025, compared to $1.9 
      million or 35% in Q3 2024 
 
   --  Net loss ($3.4) million in Q3 2025, including $3.9 million of one-time 
      adjustments, compared to a net loss of ($2.4) million, including $1.8 
      million of one-time adjustments in Q3 2024 
 
   --  Adjusted EBITDA(2) of $0.8 million in Q3 2025, compared to $0.2 million 
      in Q3 2024 
 
   --  Cash of $4.0 million as of September 30, 2025, with cash provided by 
      operations of $0.2 million in Q3 2025, compared to $0.0 million in Q3 
      2024. 
 
   --  Short-term note investment of $2.0 million with regular quarterly 
      interest payments 
LAKE MARY, Fla.--(BUSINESS WIRE)--November 17, 2025-- 

VerifyMe, Inc. (NASDAQ: VRME) ("VerifyMe," "we," "our," or the "Company"), which provides brand owners time and temperature sensitive logistics, and brand protection and enhancement solutions, announced today the Company's financial results for its third quarter ended September 30, 2025 ("Q3 2025").

Adam Stedham, VerifyMe's CEO and President stated "We are pleased with our year-to-date adjusted EBITDA growth over 2024, our positive cash generation in Q3 2025, and our new partnership with the other major parcel carrier in the US. We continue to look for strategic acquisitions to complement our services. In the meantime, we are setting the stage for organic revenue growth in 2026, accompanied by a higher margin profile and continued cash generation."

 
__________ 
(1)    Including $0.8 million from loss of previously disclosed Proactive 
       services customers 
(2)    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. 
 

Key Financial Highlights for Q3 2025:

   --  Consolidated revenue of $5.0 million for the three months ended 
      September 30, 2025 ("Q3 2025), compared to $5.4 million for the three 
      months ended September 30, 2024 ("Q3 2024") (1). 
 
   --  Gross profit of $2.1 million or 41% in Q3 2025, compared to $1.9 
      million or 35% in Q3 2024. 
 
   --  Net loss of ($3.4) million or ($0.26) per basic and diluted share in Q3 
      2025 including one-time adjustments of $3.9 million, compared to a net 
      loss of ($2.4) million or ($0.23) per basic and diluted share in Q3 2024 
      including one-time adjustments of $1.8 million. 
 
   --  Adjusted EBITDA(2) of $0.8 million in Q3 2025, compared to $0.2 million 
      in Q3 2024 
 
   --  Cash provided by operations of $0.2 million during Q3 2025 compared to 
      $0.0 million during Q3 2024. 

Financial Results for the Three Months Ended September 30, 2025:

Revenue in Q3 2025 was $5.0 million, compared to $5.4 million in Q3 2024. Revenue for the quarter decreased by $0.4 million. The decrease is primarily attributable to a $0.8 million decrease related to previously disclosed discontinued services for two customers in our Proactive services, which was partially offset by increases in revenues from new and existing customers in our Precision Logistics segment. Our Precision Logistics segment accounted for 99% of our revenues for the quarter.

Gross profit in Q3 2025 was $2.1 million, compared to $1.9 million in Q3 2024. The resulting gross margin percentage was 41% for the three months ended September 30, 2025, compared to 35% for the three months ended September 30, 2024. The increase in gross margin is primarily due to a decrease in costs in our Precision Logistics segment.

Operating loss was ($3.4) million in Q3 2025, compared to ($2.9) million in Q3 2024. The increased loss primarily relates to $3.9 million of goodwill and intangible asset impairments in the Precision Logistics segment in Q3 2025.

Net loss was ($3.4) million in Q3 2025 compared to ($2.4) million in Q3 2024. The resulting loss per basic and diluted share was ($0.26) in Q3 2025, compared to a loss per basic and diluted share of ($0.23) in Q3 2024.

Adjusted EBITDA(2) in Q3 2025 was $0.8 million, compared to $0.2 million in Q3 2024. Adjusted EBITDA is a non-GAAP financial measure. Please see "Use of Non-GAAP Financial Measures" for a discussion of this non-GAAP measure. A reconciliation to the most directly comparable GAAP measure, net loss is included as a schedule to this release.

At September 30, 2025, we had a $4.0 million cash balance and $5.7 million in working capital.

 
__________ 
(1)    Including $0.8 million from loss of previously disclosed Proactive 
       services customers 
(2)    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. 
 

Earnings Call

The Company has scheduled an earnings conference call and webcast for 9:00 a.m. ET on Monday, November 17, 2025. Prepared remarks regarding the company's financial and operational results will be followed by a question and answer period with VerifyMe's executive team. The conference call may be accessed via webcast at: https://event.choruscall.com/mediaframe/webcast.html?webcastid=LBAE0mrW or by calling +1 (844) 763-8274 within the US, or +1 (412) 717-9224 internationally, and requesting the "VerifyMe Call." The presentation slides broadcast via the webcast will also be available on the Investors section of the VerifyMe website the morning of the call. Participants must be logged in via telephone to submit a question to management during the call. Participants may optionally pre-register for the conference call and webcast at: https://dpregister.com/sreg/10204466/10050d88b82.

The webcast and presentation will be archived on the Investors section of VerifyMe's website and will remain available for 90 days.

About VerifyMe, Inc.

VerifyMe, Inc. (NASDAQ: VRME), provides specialized logistics for time and temperature sensitive products, as well as brand protection and enhancement solutions. To learn more, visit www.verifyme.com.

Cautionary Note Regarding Forward-Looking Statements

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words "believe, " "continue," "may," "should," "will," and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. Important factors that could cause actual results to differ from those in the forward-looking statements include our engagement in future acquisitions or strategic partnerships that increase our capital requirements or cause us to incur debt or assume contingent liabilities, our reliance on one key strategic partner for shipping services in our Precision Logistics segment, competition including by our key strategic partner, seasonal trends in our business, severe climate conditions, the highly competitive nature of the industry in which we operate, our brand image and corporate reputation, impairments related to our goodwill and other intangible assets, economic and other factors such as recessions, downturns in the economy, inflation, global uncertainty and instability, the effects of pandemics, changes in United States social, political, and regulatory conditions and/or a disruption of financial markets, reduced freight volumes due to economic conditions, reduced discretionary spending in a recessionary environment, global supply-chain delays or shortages, fluctuations in labor costs, raw materials, and changes in the availability of key suppliers, our history of losses, our ability to use our net operating losses to offset future taxable income, the confusion of our name brand with other brands, the ability of our technology to work as anticipated and to successfully provide analytics logistics management, our ability to continue to invest in the development and commercialization of our Authentication segment, the ability of our strategic partners to integrate our solutions into their product offerings, our ability to manage our growth effectively, our ability to successfully develop and expand our sales and marketing capabilities, risks related to doing business outside of the U.S., intellectual property litigation, our ability to successfully develop, implement, maintain, upgrade, enhance, and protect our information technology systems, our reliance on third-party information technology service providers, our ability to respond to evolving laws related to information technology such as privacy laws, our ability to attract, retain and develop successors for management, our ability to work with partners in selling our technologies to businesses, production difficulties, our inability to enter into contracts and arrangements with future partners, our ability to acquire new customers, issues which may affect the reluctance of large companies to change their purchasing of products, acceptance of our technologies and the efficiency of our authenticators in the field, our ability to comply with the continued listing standards of the Nasdaq Capital Market, and our ability to timely pay amounts due and comply with the covenants under our debt facilities. These risk factors and uncertainties include those more fully described in VerifyMe's Annual Report and Quarterly Reports filed with the Securities and Exchange Commission, including under the heading entitled "Risk Factors." Should one or more of these risks or uncertainties materialize, or should any of our underlying assumptions prove incorrect, actual results may vary materially from those

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