OpenWorld holders approve up to 5.04M warrant shares

The warrants will not become exercisable until the twentieth day after the definitive Information Statement is provided to stockholders of record.

Available on EDGAR 11/04/2026 - 04:31 PM EST Accepted by SEC EDGAR 11/04/2026 - 04:30 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

OpenWorld, Inc. (OPNW) stockholders holding approximately 50.27% of its issued and outstanding common stock, representing a majority of its outstanding voting power, approved issuance of up to an aggregate of 5,035,970 common shares upon exercise of Series A and Series B Common Warrants. Each series has warrants to purchase up to an aggregate of 2,517,985 shares. The warrants were issued to an institutional investor in a registered direct offering on October 30, 2026.

OpenWorld filed a preliminary Information Statement on November 4, 2026. The Common Warrants will not become exercisable until the twentieth day after the definitive Information Statement relating to the approval is provided to stockholders of record.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Maximum approved warrant shares: up to an aggregate of 5,035,970 common shares Series A Common Warrants underlying shares: up to an aggregate of 2,517,985 shares of Common Stock Series B Common Warrants underlying shares: up to an aggregate of 2,517,985 shares of Common Stock +2 more

5 metrics

Maximum approved warrant shares up to an aggregate of 5,035,970 common shares Approved for issuance upon exercise of the Common Warrants

Series A Common Warrants underlying shares up to an aggregate of 2,517,985 shares of Common Stock Shares purchasable upon exercise

Series B Common Warrants underlying shares up to an aggregate of 2,517,985 shares of Common Stock Shares purchasable upon exercise

Consenting stockholders' ownership approximately 50.27% of issued and outstanding common stock Stockholders acting by written consent

Warrant exercisability threshold twentieth day After the definitive Information Statement is provided to stockholders of record

Key Terms

registered direct offering, Series A Common Warrants, written consent, Nasdaq Listing Rule 5635(d), +1 more

5 terms

registered direct offering financial

"in a registered direct offering pursuant to a securities purchase agreement"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

Series A Common Warrants financial

"Series A Common Stock purchase warrants (the “Series A Common Warrants”)"

Warrants tied to Series A common shares are tradable certificates that give the holder the right, but not the obligation, to buy a company’s Series A common stock at a predetermined price before a set expiration date. Think of them like coupons to buy shares later: if the stock rises above the coupon price, the holder can profit, but exercising them increases the number of shares outstanding and can dilute existing shareholders. Investors watch warrants because they affect future ownership, potential cash the company may receive, and the stock’s supply dynamics.

written consent regulatory

"acting by written consent pursuant to Section 78.320"

A written consent is a formal, signed document in which shareholders or directors approve a corporate action without holding a live meeting, similar to signing a petition instead of gathering in person. It matters to investors because it can speed decisions, create a clear legal record of approval, and affect control or governance outcomes — for example enabling changes that would otherwise require a vote at a meeting.

Nasdaq Listing Rule 5635(d) regulatory

"for the purposes of Nasdaq Listing Rule 5635(d)"

Nasdaq Listing Rule 5635(d) is a stock-exchange rule that determines when a company must get shareholder approval before issuing new shares tied to conversions or exercises of existing convertible securities, options or warrants. It matters to investors because it controls potential dilution of their holdings and changes in voting power—think of it like a rule that decides whether a previously agreed‑upon coupon can be redeemed without asking the group again.

definitive Information Statement regulatory

"until the twentieth (20th) day after the definitive Information Statement"

FAQ

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

How many shares did OPNW stockholders approve for issuance under the warrants?

The consenting stockholders approved issuance of up to an aggregate of 5,035,970 shares of Common Stock upon exercise of the Common Warrants. Series A and Series B each have warrants to purchase up to an aggregate of 2,517,985 shares.

When can OPNW's Common Warrants be exercised?

The Common Warrants will not become exercisable until the twentieth day after the definitive Information Statement relating to the Share Issuance Approval is provided to the Company's stockholders of record.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

false 0001104038 0001104038 2026-11-03 2026-11-03 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): November 3, 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.  ¨

¨

1

Item 5.07 Submission of Matters to a Vote of Security Holders

On November 3, 2026, stockholders (the “Consenting Stockholders”) holding approximately 50.27% of the Company’s issued and outstanding shares of common stock, par value $0.001 per share (“Common Stock”), representing a majority of the Company’s outstanding voting power, acting by written consent pursuant to Section 78.320 of the Nevada Revised Statutes, approved the issuance of up to an aggregate of 5,035,970 shares (the “Warrant Shares”) of Common Stock upon the exercise of Series A Common Stock purchase warrants (the “Series A Common Warrants”) to purchase up to an aggregate of 2,517,985 shares of Common Stock, and Series B Common Stock purchase warrants (the “Series B Common Warrants” and together with the Series A Common Warrants the “Common Warrants”) to purchase up to an aggregate of 2,517,985 shares of Common Stock. As previously reported on the Company’s Current Report on Form 8-K filed on October 30, 2026 (Film no. 261508956), the Common Warrants were issued to an institutional investor on October 30, 2026, in a registered direct offering pursuant to a securities purchase agreement dated October 29, 2026 (the “Purchase Agreement”). The Consenting Stockholders approved the issuance of the Warrant Shares upon the exercise of the Common Warrants in accordance with their terms (the “Share Issuance Proposal”) as required by the Purchase Agreement and for the purposes of Nasdaq Listing Rule 5635(d).

The Company filed a preliminary Information Statement on Schedule 14C with the Securities and Exchange Commission on November 4, 2026 to inform its stockholders of the action taken by the Consenting Stockholders. The Common Warrants will not become exercisable pursuant to their terms until the twentieth (20th) day after the definitive Information Statement on Schedule 14C relating to the Share Issuance Approval is provided to the Company's stockholders of record.

2

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: November 4, 2026	/s/ Gerard Hernandez
	Name:	Gerard Hernandez
	Title:	Chief Financial Officer

3

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB