OpenWorld Provides Preliminary Third Quarter 2026 Estimated Financial Results and Announces Appointment of Gerard Hernandez as Chief Financial Officer

Expected positive adjusted EBITDA excludes nonrecurring stock-based compensation and merger-related transaction fees included in the GAAP loss.

Rhea-AI Summary

OpenWorld (NASDAQ: OPNW) provided preliminary third-quarter 2026 financial estimates, including an expected GAAP net loss of approximately $10.0 million. For the quarter ended September 30, revenue is expected at $6.9 million–$7.2 million, gross margin at 80%–82%, and adjusted EBITDA, a non-GAAP earnings measure, at $1.7 million–$2.0 million. The loss includes $5.9 million in nonrecurring stock-based compensation and $6.0 million in merger-related transaction fees.

Quarterly operating results cover historical OpenWorld operations rather than VerifyMe; the September 30 balance sheet will reflect both entities following their completed reverse takeover that day. Gerard Hernandez, previously Chief Accounting Officer, became CFO effective October 23, 2026. The estimates are unaudited, closing procedures remain incomplete, and actual results may differ materially.

4 points · 1 major

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It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

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1 major · 5 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Major pointReverse takeover with VerifyMe completed September 30, 2026.
• Moderate point. Forward-looking: it has not happened yet and may not happen.Third-quarter 2026 revenue is expected at $6.9 million–$7.2 million.
• Moderate point. Forward-looking: it has not happened yet and may not happen.Third-quarter 2026 gross margin is expected at 80%–82%.
• Moderate point. Forward-looking: it has not happened yet and may not happen.Third-quarter 2026 adjusted EBITDA, a non-GAAP measure, is expected at $1.7 million–$2.0 million.

Negative

• Major point. Forward-looking: it has not happened yet and may not happen.Third-quarter 2026 GAAP net loss is expected at approximately $10.0 million.
• Minor pointPreliminary third-quarter nonrecurring stock-based compensation expense totals $5.9 million.
• Minor pointPreliminary third-quarter merger-related transaction fees total $6.0 million, primarily nonrecurring advisory fees.
• Minor pointPreliminary third-quarter net interest expense totals $0.1 million.
• Minor point. Forward-looking: it has not happened yet and may not happen.Financial estimates remain preliminary and unaudited; closing procedures are incomplete and actual results may differ materially.

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On Oct 26, the day this news came out, the latest delayed price for OPNW is 12.16% above the previous close. Our momentum scanner has recorded 15 alerts for this stock so far that day. The latest delayed price is $1.66. Relative volume is above average at 1.8x the average.

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Key Figures

Revenue: $6.9 million to $7.2 million Gross margin: 80% to 82% GAAP net loss: Approximately $10.0 million +2 more

Revenue

$6.9 million to $7.2 million

Preliminary, unaudited Q3 2026 estimate

Gross margin

80% to 82%

Preliminary, unaudited Q3 2026 estimate

GAAP net loss

Approximately $10.0 million

Preliminary Q3 2026 estimate, including non-recurring stock-based compensation and merger-related fees

Adjusted EBITDA

$1.7 million to $2.0 million

Preliminary, unaudited Q3 2026 non-GAAP estimate

Non-recurring stock-based compensation and merger-related fees

Approximately $11.9 million

Included in the preliminary Q3 2026 net loss

Historical Context

1 past event · Latest: Oct 01

1 event

1. Oct 01

   business combination

   24h Move

   -2.5%

   VerifyMe combination completed, establishing the combined public company before these post-RTO estimates.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

reverse takeover transaction, consolidated balance sheet, non-gaap financial measure, stock-based compensation

4 terms

reverse takeover transaction financial

"following the completion of the reverse takeover transaction on September 30, 2026"

A reverse takeover transaction is when a private company becomes publicly traded by merging with or taking control of an already-listed public company, often a small shell, rather than going through a traditional initial public offering. For investors this matters because it can quickly create tradable shares and change who runs the business, but it also brings extra risks and uncertainties—less regulatory vetting, potential hidden liabilities, and possible share dilution—so scrutiny and due diligence are important.

consolidated balance sheet financial

"The September 30, 2026, consolidated balance sheet will reflect the combined entities."

A consolidated balance sheet shows the combined financial position of a parent company and all of its controlled subsidiaries as if they were one single business, listing total assets, liabilities and shareholders’ equity. For investors, it matters because it gives a full-picture view of the group’s resources and obligations—like looking at a family’s joint bank account instead of each member’s separate accounts—so you can judge overall strength, leverage and risk without being misled by internal transfers between units.

non-gaap financial measure financial

"Adjusted EBITDA is a non-GAAP financial measure"

A non-GAAP financial measure is a way companies present their financial results that excludes certain expenses or income to show how they believe their core business is performing. It matters because it can give a clearer picture of how the company is really doing, but it can also be used to make results look better than they actually are.

stock-based compensation financial

"approximately $11.9 million in non-recurring stock-based compensation expense"

Stock-based compensation is when a company pays employees, directors or consultants with shares or the right to buy shares instead of or in addition to cash. It matters to investors because issuing stock or options spreads ownership thinner (like cutting a pie into more slices), which can reduce each existing share’s claim on profits and can also change reported earnings; investors watch it to assess true cost of running the business and how management is incentivized.

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Expected Q3 2026 Revenue of $6.9 Million to $7.2 Million; Gross Margin of 80% to 82%, Net Loss of Approximately $10.0 Million, Inclusive of Non-recurring Stock-Based Compensation and Merger-Related Transaction Fees, and Adjusted EBITDA of $1.7 Million to $2.0 Million

LAKE MARY, Fla., Oct. 26, 2026 (GLOBE NEWSWIRE) -- OpenWorld, Inc. (NASDAQ: OPNW) (“OpenWorld” or the “Company”) today provided preliminary, unaudited estimated financial results for the third quarter ended September 30, 2026. The third-quarter operating results will reflect OpenWorld's historical operations, rather than those of VerifyMe, Inc. (the “predecessor company”), following the completion of the reverse takeover transaction on September 30, 2026 (the “RTO”). The September 30, 2026, consolidated balance sheet will reflect the combined entities.

Preliminary Third Quarter 2026 Highlights

Based on currently available information, the Company expects to report the following financial results for the third quarter ended September 30, 2026:

Metric	Estimated Range
Revenue	$6.9 million – $7.2 million
Gross Margin	80% – 82%
Net Loss (GAAP) Including Nonrecurring Stock-Based Compensation and Merger-Related Transaction Fees	Approximately $(10.0) million
Adjusted EBITDA (non-GAAP)*	$1.7 million – $2.0 million

* Adjusted EBITDA is a non-GAAP financial measure that excludes interest, income taxes, depreciation and amortization, certain nonrecurring stock-based compensation expenses and merger-related transaction fees. See "Use of Non-GAAP Financial Measures" and Appendix A for additional information and a reconciliation to GAAP net loss.

• Revenue: Revenue is expected to be between $6.9 million and $7.2 million, reflecting the Company’s results, reported primarily as OpenWorld.
• Gross margin: Gross margin is expected to be between 80% and 82%, underscoring the Company’s belief in the scalability of its business model.
• Net loss: Approximately $10.0 million, inclusive of approximately $11.9 million in non-recurring stock-based compensation expense and merger-related transaction fees.
• Adjusted EBITDA: Adjusted EBITDA* is expected to be between $1.7 million and $2.0 million, reflecting adjustments for certain non-recurring stock-based compensation expenses and merger-related transaction fees.

“Even as we are in the early stages of scaling operations, our estimated third-quarter financial results demonstrate the strength of OpenWorld’s business model as we move forward as a public company,” said Matthew Shaw, Chairman and CEO of OpenWorld. “Our initial revenue performance, high-margin profile and positive Adjusted EBITDA* provide an excellent indication of the early progress we are making, and we believe we are well positioned to build on this momentum. Considering that our revenue from real-world assets (“RWA(s)”) has ramped to this level within just three quarters from zero at the start of the year, we are confident that the Company has the right strategies to benefit from our expectation of consistent significant growth and adoption of RWAs globally.”

Appointment of Gerard Hernandez as Chief Financial Officer

OpenWorld today also announced that Gerard Hernandez has been appointed Chief Financial Officer, effective October 23, 2026. In this role, Mr. Hernandez will oversee the Company’s finance, accounting, reporting, and investor relations functions as the Company’s operations transition to primarily focus on OpenWorld.

Mr. Hernandez co-founded OpenWorld and has brought more than 15 years of financial leadership experience across technology, blockchain, and healthcare. He played a key role in the Company's transition to the Nasdaq public markets and most recently served as its Chief Accounting Officer. His extensive Web3 experience includes serving as a Special Council Member of the APE Foundation, the legal and administrative steward of ApeCoin DAO, one of the most prominent decentralized autonomous organizations in the Web3 ecosystem, and as Chief Financial Officer of ThriveCoin, a blockchain rewards and treasury allocation platform. Mr. Hernandez has also held CFO and senior finance leadership roles across large, multi-entity healthcare organizations. He holds CPA designations in both the United States and Canada.

“Gerard brings the financial discipline, public-company perspective and industry expertise we need at this stage of OpenWorld’s growth,” said Matthew Shaw. “We are confident he will play a key role as we continue to execute on our strategy and create value for our shareholders.”

“I am excited to step into the CFO role at such an important time for OpenWorld,” said Mr. Hernandez. “I look forward to working with the team to strengthen our financial foundation and to help the capital markets fully understand and value OpenWorld’s investment thesis.”

Preliminary Results

The financial information in this press release is preliminary, unaudited, and based on management’s estimates as of the date of this release and does not represent a complete presentation of the Company’s third quarter financial results or financial condition. The Company’s financial closing procedures for the quarter end September 30, 2026, are not yet complete, and actual results may differ materially from these estimates. The Company's independent registered public accounting firm has not audited, reviewed or performed any procedures with respect to these preliminary financial results and, accordingly, does not express an opinion or any other form of assurance about them. The Company expects to report its third quarter 2026 results and host a conference call and webcast on November 12, 2026.

Use of Non-GAAP Financial Measures

This press release includes Adjusted EBITDA, a non-GAAP financial measure. The Company defines Adjusted EBITDA as net income (loss) before interest, taxes, depreciation and amortization, further adjusted to exclude certain nonrecurring stock-based compensation expenses and merger-related transaction fees. Management believes Adjusted EBITDA provides useful supplemental information about the Company’s operating performance. Adjusted EBITDA should not be considered in isolation or as a substitute for measures prepared in accordance with U.S. GAAP. A reconciliation of preliminary GAAP net loss to Adjusted EBITDA is included in Appendix A to this press release.

About OpenWorld

OpenWorld, Inc. (NASDAQ: OPNW) is a digital assets and blockchain technology company. Through its OpenWorld Enterprise platform, the Company provides financial structuring and blockchain infrastructure for the issuance and distribution of tokenized real-world assets to institutional and retail investors. To learn more, visit openworld.dev.

Forward-Looking Statements

This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended. These forward-looking statements generally can be identified by the use of words such as “anticipate,” “believes,” “continue,” “expect,” “estimate,” “could,” “may,” “will,” “should,” “focus,” and other words of similar meaning. Examples of forward-looking statements include, among others, statements regarding OpenWorld’s preliminary financial estimates for the third quarter of 2026, the anticipated benefits of the RTO, OpenWorld’s leadership transition, the growth and adoption of RWA utilization and the Company’s future business, operating and financial performance. Each forward-looking statement contained in this press release is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statement. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on OpenWorld’s current beliefs, expectations and assumptions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside OpenWorld’s control. Actual results and outcomes may differ materially from those indicated in the forward-looking statements. Therefore, you should not place undue reliance on any of these forward-looking statements. Important factors that could cause actual results and outcomes to differ materially from those indicated in the forward-looking statements include, among others, the completion of the Company’s quarter-end closing procedures, the integration of the businesses following the RTO, market conditions and other risks and uncertainties described in OpenWorld’s Annual Report and Quarterly Reports filed with the SEC, including under the heading titled “Risk Factors.”

OpenWorld cautions investors not to place undue reliance on the forward-looking statements contained in this press release. You are encouraged to read OpenWorld’s filings with the SEC, available at www.sec.gov, for a discussion of these and other risks and uncertainties. The forward-looking statements speak only as of the date of this press release, and OpenWorld undertakes no obligation to update or revise any of these statements except as required by applicable law. OpenWorld’s business is subject to substantial risks and uncertainties, including those referenced above. Investors, potential investors, and others should consider these risks and uncertainties. OpenWorld does not give any assurance that the Company will achieve its expectations and objectives, financial or otherwise.

Contacts

Investors: OpenWorldIR@allianceadvisors.com 

Media: Aayushi@allianceadvisors.com   

Appendix A: Reconciliation of Preliminary Net Loss to Adjusted EBITDA (Unaudited)^

Adjusted EBITDA

(in millions of U.S. dollars)	For the three months ended September 30, 2026
GAAP net loss	Approx. $(10.0)
Interest expense, net	$0.1
Income tax expense	$0.0
Depreciation and amortization	$0.0
Nonrecurring stock-based compensation	$5.9
Merger-related transaction fees (a)	$6.0
Adjusted EBITDA (non-GAAP)	$1.7  - $2.0

^(a) Merger-related transaction fees consist primarily of non-recurring advisory fees incurred in connection with the Company's reverse merger transaction with VerifyMe, Inc., which closed on September 30, 2026.

^ See "Preliminary Results” above for additional information on the financial information presented in this release and Appendix A.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What are OpenWorld's preliminary third-quarter 2026 financial estimates?

OpenWorld expects revenue of $6.9 million–$7.2 million and a GAAP net loss of approximately $10.0 million for the quarter ended September 30, 2026. Expected gross margin is 80%–82%, while adjusted EBITDA is expected at $1.7 million–$2.0 million. These figures are preliminary and unaudited.

Who became OpenWorld's CFO and when did the appointment take effect?

Gerard Hernandez became OpenWorld's Chief Financial Officer effective October 23, 2026. Previously Chief Accounting Officer, he will oversee finance, accounting, reporting and investor relations.

When does OpenWorld expect to report its third-quarter 2026 results?

OpenWorld expects to report its third-quarter 2026 results and host a conference call and webcast on November 12, 2026.