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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| Date of Report (Date of earliest event reported): |
|
October 22, 2026 |
OpenWorld, Inc.
(Exact name of registrant as specified in its charter)
| Nevada |
001-39332 |
23-3023677 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| |
|
|
| 801 International Parkway, Fifth Floor, Lake Mary, Florida |
32746 |
| (Address of principal executive offices) |
(Zip Code) |
| Registrant’s telephone number, including area code: |
(585) 736-9400 |
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, par value $0.001 per share |
|
OPNW |
|
The Nasdaq Capital Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| |
Emerging growth company ¨ |
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 2.02 Results of Operations
and Financial Condition
On October 26, 2026, OpenWorld, Inc.,
a Nevada corporation (the “Company”) issued a press release announcing preliminary estimated revenue results for the quarter
ended September 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished pursuant to this Item 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 otherwise subject to the liabilities
under such section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of
1933, as amended, or the Exchange Act.
Item 5.02 Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 22, 2026, the Board of Directors
of the Company removed Jennifer Cola as Chief Financial Officer of the Company effective as of October
23, 2026. Ms. Cola remains employed by the Company pursuant to the terms of her employment agreement.
Effective
October 23, 2026, the Board of Directors of the Company approved the appointment of Gerard Hernandez as the Company’s Chief Financial
Officer effective. Prior to his appointment as Chief Financial Officer, Mr. Hernandez, age 38, served as the Company’s Chief Accounting
Officer since September 30, 2026. Previously, Mr. Hernandez served as Chief Accounting Officer for Open World Ltd., a wholly-owned subsidiary
of the Company, from January 1, 2026 to September 30, 2026 after previously serving as a consultant to Open World Ltd. beginning in August
2024. Since August 2024, Mr. Hernandez has served as Co-Founder of GM Accounting Solutions LLC, a firm providing accounting services to
healthcare organizations, and since April 2023, he has served as Co-Founder of GM Consulting Group Inc., which provides strategic, accounting
and CFO consulting services to Web3 companies. Since May 2023, Mr. Hernandez has served as Chief Financial Officer of ThriveCoin Inc.,
a company focused on automating treasury allocations to builders. ThriveCoin has a client referral relationship with OpenWorld. From January
2023 through June 2025, Mr. Hernandez served as a Special Council Member of the APE Foundation, which acts as the administrative and legal
steward of the ApeCoin DAO, facilitating community-led governance and implementing approved initiatives. From February 2021 through September
2024, Mr. Hernandez served as Chief Financial Officer of JEVB Services LLC, a company providing support services to acute care hospitals,
and from September 2017 through August 2024, he served as Chief Financial Officer of Agathos Support Service Inc., which provides support
services to skilled nursing facilities. Mr. Hernandez earned a Bachelor of Science from the University of British Columbia in 2010 and
a Diploma of Accounting from the University of British Columbia in 2011. He is a Certified Public Accountant licensed by the Washington
State Board of Accountancy and is also a Chartered Professional Accountant in British Columbia, Canada.
In connection with his appointment,
Mr. Hernandez entered into an amendment to his employment agreement effective October 23, 2026 pursuant to which his title was changed
to Chief Financial Officer, Treasurer and Secretary (“Employment Agreement Amendment”). There
were no changes to Mr. Hernandez’s compensation.
The Company engages GM Consulting Group Inc. (“GM Consulting”),
an entity owned by Gerard Hernandez, and his spouse, to provide accounting, financial reporting, and related consulting services. Mr.
Hernandez’s spouse provides services to the Company through GM Consulting, including serving in a financial and accounting capacity.
During the year ended December 31, 2025, and the nine months ended September 30, 2026, the Company incurred consulting fees of $100,000
and $120,833, respectively, under this arrangement. Mr. Hernandez and his spouse each hold a 50% ownership interest in GM Consulting.
There are no family relationships among
Mr. Hernandez and any of the Company directors and executive officers and there are no arrangements or understandings between him and
any other persons pursuant to which he was appointed as Chief Financial Officer. Except as disclosed above, Mr. Hernandez nor any of his immediate family
members have been a party to any transaction with the Company, nor is any such transaction currently proposed, that would be reportable
under Item 404(a) of Regulation S-K.
The
foregoing description of the Employment Agreement Amendment does not purport to be complete and is subject to, and is qualified in its
entirety by reference to, the full text of the Employment Agreement Amendment, which is filed as Exhibit 10.1 to this Current Report on
Form 8-K and is incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 10.1 |
|
Amendment to the Employment Agreement, dated October 23, 2026, between OpenWorld Inc. and Gerard Hernandez |
| 99.1 |
|
Press Release dated October 26, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
OpenWorld, Inc. |
| |
|
|
| Date: October 26, 2026 |
/s/ Gerard Hernandez |
| |
Name: |
Gerard Hernandez |
| |
Title: |
Chief Financial Officer |
Exhibit 99.1
OpenWorld Provides Preliminary Third Quarter
2026 Estimated Financial Results and Announces Appointment of Gerard Hernandez as Chief Financial Officer
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., October 26,2026 — 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.
