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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 26, 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. ¨
Introductory
Note
As
previously disclosed, on October 16, 2026, OpenWorld, Inc., a Nevada corporation (the “Company”) entered into an Agreement
and Plan of Merger (the “Merger Agreement”) with Kim & Associates Advisory., Inc., Patrick Kim, Ryan Yue, and Sungmeen
Hong (each a “Seller” and collectively the “Sellers”), Blocksight Holdings Co., a Delaware corporation (“Legacy
Blocksight), and OpenWorld Subco (US) Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”).
On October 27, 2026,
in accordance with the terms of the Merger Agreement, among other things, Merger Sub merged with and into Legacy Blocksight, with
Legacy Blocksight becoming a wholly owned subsidiary of the Company (the “Merger”). The surviving corporation and wholly owned
subsidiary of the Company after the Merger is referred to herein as “Blocksight”. The Merger closed and became effective at
1:29 p.m., Eastern Time, on October 27, 2026 (the “Effective Time”). At the closing of the Merger, the Sellers delivered to
the Company, among other things, (i) the Company’s offers of employment and standard form of employee agreements and the Company’s
standard confidentiality, ownership of inventions agreements and non-solicitation agreements (the “Employment Offer Letters”)
executed by each of Mr. Kim and Mr. Hong and each other employee of Legacy Blocksight and its subsidiary Blocksight LLC; and (ii) a restricted
share subscription agreement executed by each Seller, as described below.
At the Effective Time:
(i) shares of common stock of Legacy Blocksight (the “Shares”) owned by the Company, Merger Sub, or Legacy Blocksight, or
any of their respective direct or indirect wholly owned subsidiaries was automatically cancelled and retired; (ii) each Share issued and
outstanding immediately prior to the Effective Time was converted into the right to receive its pro rata share of the Stock Consideration,
as defined below; (iii) each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time was converted
into and became one newly issued, fully paid and non-assessable share of common stock of Blocksight; (iv) all Shares outstanding immediately
prior to the Effective Time were automatically cancelled and retired, and each holder of a certificate formerly representing any Shares
no longer have any rights as a stockholder of Legacy Blocksight; and (v) the Stock Consideration paid in accordance with the Merger Agreement
was deemed to have been paid or payable in full satisfaction of all rights pertaining to the Shares.
Pursuant to the Merger
Agreement, the aggregate purchase price for the Shares was 641,924 shares of the Company’s common stock (the “Stock Consideration”),
equal to 4% of the Company’s fully diluted capitalization effective immediately following the previously completed merger between
the Company (f/k/a VerifyMe, Inc.) and Open World Ltd.
At the closing of the
Merger, the Company delivered to the Sellers, among other things, (i) evidence of the issuance of the Stock Consideration; (ii) the Employment
Offer Letters executed by the Company and/or one of its subsidiaries; (iii) the restricted share subscription agreements executed by the
Company; and (iv) a Payoff and Satisfaction Acknowledgement executed by OpenWorld Ltd. confirming all amounts owed by Legacy Blocksight
to OpenWorld Ltd. pursuant to a Loan Deed dated January 16, 2026 and amended July 9, 2026, including all principal and accrued interest,
which was deemed repaid, discharged and satisfied in full.
The
foregoing description of the Merger Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference
to, the full text of the Merger Agreement, which is attached as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein
by reference.
| Item 1.01 | Entry into a Material Definitive Agreement. |
Restricted
Share Subscription Agreements
As
previously disclosed, in connection with the Merger Agreement, the Company entered into a restricted share subscription agreement
with each Seller (collectively the “Restricted Share Subscription Agreements”). The Restricted Share Subscription Agreements
became effective at the closing of the Merger on October 27, 2026, pursuant to which the Company issued to the Sellers 641,924 shares
of common stock, of which 275,110 share of common stock (the "Restricted Stock Consideration") are subject
to certain vesting restrictions, with 6.6667% of the Restricted Stock Consideration to be issued to each Seller vesting monthly starting
on the 22 month anniversary of the closing of the Merger and continuing until the 36 month anniversary of the closing of the merger, subject
to the continued employment of such Seller (or, in the case of Kim & Associates Advisory Inc., the continued employment of Mr. Kim)
by Blocksight (or by the Company or its affiliates) as of the applicable vesting date, unless such Seller is terminated by Blocksight
or the Company without Cause (as defined in the applicable Employment Offer Letter), provided, however, that the Restricted Stock Consideration
to be issued to Mr. Yue will not be subject to any repurchase option in favor of the Company.
The
foregoing description of the Restricted Share Subscription Agreement does not purport to be complete and is subject to, and is qualified
in its entirety by reference to, the full text of the form of Restricted Share Subscription Agreement, which is attached as Exhibit 10.1
to this Current Report on Form 8-K and is incorporated herein by reference.
Patrick
Kim Employment Letter
As
previously disclosed, in connection with the Merger Agreement, the Company was to cause Blocksight
to enter into an Employment Offer Letter with Patrick Kim (the “Kim Employment Letter”), which became effective at
the closing of the Merger on October 27, 2026, pursuant to which Mr. Kim will serve as Blocksight’s
Chief Executive Officer. Mr. Kim’s base salary will be $20,833.33 per month, equivalent to approximately $250,000 annually. In addition
to the base salary, Mr. Kim is entitled to receive the following cash payments under the Kim Employment Agreement: (i) a one-time signing
bonus of $357,350, payable at a time agreed upon by Mr. Kim and Blocksight, provided that Blocksight and the Company are required to use
commercially reasonable efforts to make the payment as soon as practicable after the effective date of the Kim Employment Letter (the
“Kim Effective Date”) and, in any event, no later than 60 days after the Kim Effective Date, subject to an absolute outside
payment deadline of 90 days after the Kim Effective Date; (ii) a bonus of $357,350 payable on the six-month anniversary of the Kim Effective
Date (subject to any adjustments pursuant to the Merger Agreement); and a bonus of $357,350 payable on the twelve-month anniversary of
the Kim Effective Date (subject to any adjustment pursuant to the Merger Agreement). These bonus payments will not be contingent upon
Mr. Kim’s continued employment. The signing bonus payment obligation is absolute and unconditional and will not be contingent upon
the occurrence, timing or amount of proceeds from any at-the-market equity offering, committed equity facility or other equity or debt
financing of the Company.
Subject
to Mr. Kim’s continued employment with Blocksight through the applicable payment date, Mr. Kim will also be entitled to receive:
(i) a retention bonus of $536,025 payable on the twenty-four-month anniversary of the Kim Effective Date; and (ii) a retention bonus of
$536,025 payable on the thirty-six-month anniversary of the Kim Employment Effective Date.
Mr.
Kim’s employment will be at-will, and Mr. Kim will be eligible to participate in employee benefit plans made available by Blocksight,
the Company, or their respective affiliates to similarly situated full-time employees, subject to the terms of the applicable plans. He
will also be eligible for paid time off, vacation, and paid sick leave in accordance with applicable law.
Under
the Kim Employment Letter, the Company will agree to irrevocably, absolutely, and unconditionally guaranty to Mr. Kim the prompt, full,
and complete payment and performance by Blocksight of all compensation, signing bonuses, non-contingent cash installments, retention bonuses,
severance, acceleration, and other obligations arising under or relating to the Kim Employment Letter, as and when the same become due
and payable.
The
foregoing description of the Kim Employment Letter does not purport to be complete and is subject to, and is qualified in its entirety
by reference to, the full text of the Kim Employment Letter, which is attached as Exhibit 10.2 to this Current Report on Form
8-K and is incorporated herein by reference.
Sungmeen
Hong Employment Letter
As
previously disclosed, in connection with the Merger Agreement, the Company was to cause Blocksight
to enter into an Employment Offer Letter with Mr. Hong (the “Hong Employment Letter”), which became effective at the
closing of the Merger on October 27, 2026, pursuant to which Mr. Hong will serve as Blocksight’s
Chief Product Officer. Mr. Hong’s base salary will be $29,166.67 per month, equivalent to approximately $350,000 annually. In addition
to the base salary, Mr. Kim will be entitled to receive the following cash payments under the Hong Employment Agreement: (i) a one-time
signing bonus of $142,650, payable at a time agreed upon by Mr. Hong and Blocksight, provided that Blocksight and the Company are required
to use commercially reasonable efforts to make the payment as soon as practicable after the effective date of the Hong Employment Letter
(the “Hong Effective Date”) and, in any event, no later than 60 days after the Hong Effective Date, subject to an absolute
outside payment deadline of 90 days after the Hong Effective Date; (ii) a bonus of $142,650 payable on the six-month anniversary of the
Hong Effective Date (subject to any adjustments pursuant to the Merger Agreement); and a bonus of $142,650 payable on the twelve-month
anniversary of the Hong Effective Date (subject to any adjustment pursuant to the Merger Agreement). These bonus payments will not be
contingent upon Mr. Hong’s continued employment. The signing bonus payment obligation is absolute and unconditional and will not
be contingent upon the occurrence, timing or amount of proceeds from any at-the-market equity offering, committed equity facility or other
equity or debt financing of the Company.
Subject
to Mr. Hong’s continued employment with Blocksight through the applicable payment date, Mr. Hong will also be entitled to receive:
(i) a retention bonus of $213,975 payable on the twenty-four-month anniversary of the Hong Effective Date; and (ii) a retention bonus
of $213,975 payable on the thirty-six-month anniversary of the Hong Employment Effective Date.
Mr.
Hong’s employment will be at-will, and Mr. Hong will be eligible to participate in employee benefit plans made available by Blocksight,
the Company, or their respective affiliates to similarly situated full-time employees, subject to the terms of the applicable plans. He
will also be eligible for paid time off, vacation, and paid sick leave in accordance with applicable law.
Under
the Hong Employment Letter, the Company will agree to irrevocably, absolutely, and unconditionally guaranty to Mr. Hong the prompt, full,
and complete payment and performance by Blocksight of all compensation, signing bonuses, non-contingent cash installments, retention bonuses,
severance, acceleration, and other obligations arising under or relating to the Hong Employment Letter, as and when the same become due
and payable.
The
foregoing description of the Hong Employment Letter does not purport to be complete and is subject to, and is qualified in its entirety
by reference to, the full text of the Hong Employment Letter, which is attached as Exhibit 10.3 to this Current Report on Form
8-K and is incorporated herein by reference.
Important Statement
Regarding the Merger Agreement
The Merger Agreement
and the agreements and forms of agreements contemplated thereunder have been included to provide investors and security holders with information
regarding their terms. They are not intended to provide any other factual information about the parties or their respective subsidiaries
and affiliates. The Merger Agreement contains representations and warranties by the
Company and Merger Sub, on the one hand, and by Legacy Blocksight on the other hand, made solely for the benefit of the other. The
Company’s stockholders are not third-party beneficiaries under the Merger Agreement and should not rely on the representations,
warranties, covenants and agreements, or any descriptions of those provisions, as characterizations of the actual state of facts or conditions
of the parties to the Merger Agreement or any of their respective subsidiaries or affiliates. The assertions embodied in those
representations and warranties are qualified by information in confidential disclosure schedules delivered by each party in connection
with the signing of the Merger Agreement. Moreover, certain representations and warranties in the Merger Agreement were made as of a specified
date, may be subject to a contractual standard of materiality different from what might be viewed as material to stockholders or may have
been used for the purpose of allocating risk between the Company and Merger Sub, on the one hand, and Legacy Blocksight and the Sellers,
on the other hand. Accordingly, the representations and warranties in the Merger Agreement are not necessarily characterizations of the
actual state of facts about the Company, Merger Sub, Legacy Blocksight or the Sellers at the time they were made or otherwise. In addition,
information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which
subsequent information may or may not be fully reflected in the Company’s public disclosures.
Registered Direct Offering
On October 29, 2026, the Company entered
into a placement agency agreement (the “Placement Agreement”) with Maxim Group LLC (the “Placement Agent”)
pursuant to which the Placement Agent agreed to serve as the sole placement agent, on a “reasonable best efforts” basis,
in connection with the registered direct public offering (the “Offering”) of 1,494,084 shares (“Shares”) of common stock,
par value $0.001 per share (“Common Stock”), 1,023,901 shares of Common Stock underlying pre-funded warrants in lieu of
shares of common stock (the “Pre-Funded Warrants”), together with Series A common stock purchase warrants (“Series
A 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 Warrants”, together with the Series A Warrants the “Common Warrants” and collectively with
the Pre-Funded Warrants, the “Warrants”) to purchase up to an aggregate of 2,517,985 shares of common stock, in a
registered direct offering priced at-the-market under Nasdaq rules. Also on October 29, 2026, in connection with the Offering, the
Company entered into a securities purchase agreement (the “Purchase Agreement”) with a certain institutional investor
(the “Purchaser”).
The Company expects to receive gross proceeds
from the Offering, before deducting placement agent fees and other estimated offering expenses payable by the Company, of approximately
$3.5 million.
The Offering is expected to close on or about
October 30, 2026, subject to satisfaction of customary closing conditions.
The Offering of the Shares and the Warrants (and the shares of Common
Stock issuable upon the exercise of the Warrants) is being made pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-284562),
as amend which was declared effective by the Securities and Exchange Commission (the “SEC” or the “Commission”)
on February 3, 2025 and a prospectus supplement that the Company plans to file with the Commission relating to such securities.
The Purchase Agreement contains customary
representations, warranties and agreements by the Company and customary conditions to closing.
In connection with this Offering, the
Company and each of its executive officers and directors have agreed to enter into a lock-up agreement (the “Lock-Up Agreement”), subject to certain exceptions set forth in the Lock-Up Agreement, not to offer, sell, agree to offer or sell, solicit offers to purchase, grant any call option or purchase any put option
with respect to, pledge, encumber, assign, borrow or otherwise dispose of, directly or indirectly, any shares of Common Stock, or
any securities convertible into or exercisable or exchangeable for shares of Common Stock, for a period commencing on the date of
the Lock-Up Agreement and ending 45 days from the date the Offering is completed without the prior written consent of the Placement
Agent.
Pursuant to the Placement Agreement, the Company
has agreed to pay the Placement Agent a cash placement fee equal to 7% of the aggregate gross proceeds raised in the Offering from sales
arranged for by the Placement Agent. Subject to certain conditions, the Company has also agreed to reimburse certain expenses of the Placement
Agent in connection with the Offering, including but not limited to legal fees, up to a maximum of $75,000.
The Placement Agreement contains customary
representations, warranties and agreements by the Company and customary conditions to closing. We have agreed to indemnify the Placement
Agent against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”),
and liabilities arising from breaches of representations and warranties contained in the Placement Agreement, or to contribute to payments
that the Placement Agent may be required to make in respect of those liabilities. The Company has agreed not to effect any issuance of
Common Stock or securities convertible into Common Stock involving a Variable Rate Transaction, as defined in the Securities Purchase
Agreement, for a period commencing on the date of the Placement Agreement until 180 days following the closing of the Offering, except
after 45 days the Company may enter into an at-the-market sales agreement with the Placement Agent.
The Pre-Funded Warrants have an
exercise price of $0.0001 per share and are immediately exercisable and can be exercised at any time after their original issuance until
such Pre-Funded Warrants are exercised in full. Each Share, and accompanying Common Warrants, is being sold at an offering price of $1.39 and each Pre-Funded Warrant, and accompanying Common Warrants,
is being sold at an offering price of $1.3899 (equal to the purchase price per Share minus the exercise price of the Pre-Funded Warrant).
Furthermore, the Series A Warrants will have an exercise price of $1.53 per share, will be subject to shareholder approval,
and will expire five years from the date of shareholder approval. The Series B Warrants will have an exercise price of $1.39 per
share, will be subject to shareholder approval, and will expire eighteen months from the date of shareholder approval. The Series B Warrants
will be callable by the Company, subject to certain conditions, if the trading price of the Common Stock exceeds 400% of the exercise
price and the average daily dollar trading volume of the Common Stock exceeds $1.0 million over a period of ten consecutive trading days.
Upon a call, any portion of the Series B Warrants not exercised within ten trading days following the holder's receipt of the call notice
will be cancelled.
In the event of any fundamental transaction,
as described in the Pre-Funded Warrants and the Common Warrants and generally including any merger with or into another entity, sale of
all or substantially all of the Company’s assets, tender offer or exchange offer, or reclassification of the shares of Common Stock,
subject to certain exceptions, then upon any subsequent exercise of a Common Warrant, the holder will have the right to receive as alternative
consideration, for each share of Common Stock that would have been issuable upon such exercise immediately prior to the occurrence of
such fundamental transaction, the number of shares of Common Stock of the successor or acquiring corporation of the Company, if it is
the surviving corporation, and any additional consideration receivable upon or as a result of such transaction by a holder of the number
of shares of Common Stock for which the Common Warrant is exercisable immediately prior to such event. Notwithstanding the foregoing,
in the event of a fundamental transaction, the holders of the Common Warrants have the right to require the Company or a successor entity
to purchase the Common Warrants for cash in the amount of the Black Scholes Value (as defined in the Common Warrants) of the unexercised
portion of the Common Warrants concurrently with or within 30 days following the consummation of a fundamental transaction. However, in
the event of a fundamental transaction which is not in the Company’s control or in which the consideration payable consists of equity
securities of a successor entity that is quoted or listed on a nationally recognized securities exchange, the holders of the Common Warrants
will only be entitled to receive from the Company or its successor entity, as of the date of consummation of such fundamental transaction
the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of the Common
Warrants that is being offered and paid to the holders of Common Stock in connection with the fundamental transaction, whether that consideration
is in the form of cash, stock or any combination of cash and stock, or whether the holders of Common Stock are given the choice to receive
alternative forms of consideration in connection with the fundamental transaction.
The foregoing descriptions of the terms
and conditions of the Placement Agreement, the Purchase Agreement and the forms of the Lock-Up Agreement,
the Pre-Funded Warrant, the Series A Warrant and Series B Warrants are qualified in their entirety by reference to the
full text of such documents, which are attached to this Current Report on Form 8-K as Exhibits 10.4, 10.5, 10.6, 4.1, 4.2, and
4.3, respectively, and are incorporated herein by reference in their entirety.
The Company notes that the representations,
warranties and covenants made by the Company in any agreement that is incorporated by reference herein were made solely for the benefit
of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements. In
addition, the assertions embodied in any representations, warranties and covenants contained in such agreements may be subject to qualifications
with respect to knowledge and materiality different from those applicable to security holders generally. Moreover, such representations,
warranties or covenants were accurate only as of the date when made, except where expressly stated otherwise. Accordingly, such representations,
warranties and covenants should not be relied on as accurately representing the current state of the Company’s affairs at any time.
No Offer or Solicitation
This Current Report on
Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section
10 of the Securities Act.
| Item 3.01. | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On October 26, 2026, the Company received a letter from the Listing
Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that, as a result of the resignation
of Scott Greenberg from the Board of Directors of the Company (the "Board") and the Audit Committee of the Board (the "Audit
Committee") on October 15, 2026, as previously disclosed, the Company is not in compliance with Nasdaq's audit committee requirements
as set forth in Nasdaq Listing Rules 5605(c)(2)(A), which among other items require, that the audit committee consist of at least three
members meeting such independence criteria.
Pursuant to Nasdaq Listing Rule 5605(c)(4)(B), the Company intends
to rely on the cure period to reestablish compliance with Nasdaq Listing Rule 5605(c)(2)(A). Consistent with Nasdaq Listing Rule 5605(c)(4),
the Company has been provided a cure period to regain compliance with Nasdaq Listing Rules 5605(c)(2)(A), until the earlier of the Company's
next annual shareholders' meeting, or October 15, 2027; provided, however, that if the Company's next annual meeting of shareholders is
held before April 13, 2027, the Company must evidence compliance no later than April 13, 2027. Pursuant to Nasdaq Listing Rule 5605(c)(4)(B),
the Company intends to rely on the cure period to reestablish compliance with Nasdaq Listing Rule 5605(c)(2)(A). The letter has no immediate
effect on the listing or trading of the Company's common stock on Nasdaq.
| Item 3.02. | Unregistered Sales of Equity Securities. |
The
information set forth in the “Introductory Note” and Item 1.01 of this Form 8-K is incorporated by reference into this Item
3.02 to the extent required.
The
Stock Consideration issued pursuant to the Merger Agreement, was issued pursuant to an exemption
from registration including Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act.
| Item 7.01. | Regulation FD Disclosure. |
Attached as Exhibit 99.1
is a copy of the press release issued by the Company on October 29, 2026 announcing the Offering and closing of the Merger.
The information in this
Item 7.01, including Exhibit 99.1 attached hereto, is being furnished, shall not be deemed “filed” for any purpose, and
shall not be deemed incorporated by reference in any filing under the Securities Act or the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), except as expressly set forth by specific reference in such a filing.
Cautionary Note regarding Forward-Looking Statements
This Current Report on
Form 8-K includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act.
These forward-looking statements generally can be identified by the use of words such as “anticipate,” “expect,”
“plan,” “could,” “may,” “will,” “shall,” “should,” “intend,”
and other words of similar meaning. Examples of forward-looking statements include, among others, statements regarding the Company’s
compliance with the Nasdaq Listing Rules, the closing and effectiveness of the Offering, the issuance of Shares, and the timing and effectiveness
of the Offering documents. Each forward-looking statement contained in this Current Report on Form 8-K (and the associated exhibits attached
hereto) 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 our 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 of our control.
Actual results and outcomes may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely
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 following: (1) the occurrence of any event, change, or other circumstances
that could give rise to the termination of the transactions discussed in this Current Report or could otherwise cause the transaction
to fail to close; (2) the institution or outcome of any legal proceedings that may be instituted against the Company or Legacy Blocksight
following the announcement of the closing of the Merger Agreement and the transactions contemplated therein; (3) the inability of the
parties to complete the proposed Offering or satisfy other conditions to closing of the Offering; (4) the risk that the closing of the
Merger or Offering disrupts current plans and operations as a result of the announcement and consummation of the Merger or Offering; (5)
the ability to recognize the anticipated benefits of the proposed Offering and Merger; (6) costs related to the Offering; (7) changes
in applicable laws or regulations; and (8) the risks and uncertainties identified under the headings “Item 1A. Risk Factors”
in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 31, 2025, and
“Item 1A. Risk Factors” in the Company’s subsequently filed Quarterly Reports on Form 10-Q, as well as other information
the Company has or may file with the SEC.
We caution investors
not to place considerable reliance on the forward-looking statements contained in this Current Report on Form 8-K (and the associated
exhibits attached hereto). You are encouraged to read our 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 document, and we undertake no obligation
to update or revise any of these statements except as required by applicable law. Our business is subject to substantial risks and uncertainties,
including those referenced above. Investors, potential investors, and others should consider these risks and uncertainties. We do not
give any assurance that the Company will achieve its expectations by the transactions contemplated in the Merger Agreement or otherwise.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| |
|
|
| Exhibit No. |
|
Description |
| 2.1* |
|
Agreement and Plan of Merger dated October 16, 2026, by and among OpenWorld, Inc. and Blocksight Holdings Co. (incorporated by reference from Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on October 19, 2026) |
| 4.1 |
|
Form of Pre-Funded Warrant. |
| 4.2 |
|
Form of Series A Warrant. |
| 4.3 |
|
Form of Series B Warrant. |
| 10.1* |
|
Form of Restricted Share Subscription Agreement (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 19, 2026) |
| 10.2* |
|
Employment Letter, dated October 27, 2026, between Blocksight Holdings Co. and Patrick Kim |
| 10.3* |
|
Employment Letter, dated October 27, 2026, between Blocksight Holdings Co. and Sungmeen Hong |
| 10.4 |
|
Placement Agency Agreement by and between OpenWorld, Inc. and Maxim Group LLC, dated October 29, 2026. |
| 10.5* |
|
Securities Purchase Agreement, dated October 29, 2026, by and between OpenWorld, Inc. and the parties thereto |
| 10.6 |
|
Form of Lock-Up Agreement |
| 99.1 |
|
Press Release dated October 29, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Certain schedules, exhibits
and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish supplementally a copy
of any omitted schedule or exhibit to the Securities and Exchange Commission or its staff upon request.
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.
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OpenWorld, Inc. |
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| Date: October 30, 2026 |
/s/ Gerard Hernandez |
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Name: |
Gerard Hernandez |
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Title: |
Chief Financial Officer |
Exhibit 99.1
OpenWorld Announces Pricing of $3.5 Million
Registered Direct Offering Priced At-The-Market Under Nasdaq Rules
LAKE MARY, Fla., Oct. 29, 2026 (GLOBE NEWSWIRE)
-- OpenWorld, Inc. (NASDAQ: OPNW) ("OpenWorld" or the "Company"), an innovation company advancing global real-world
asset (“RWA”) tokenization, today announced that it has entered into a securities purchase agreement with a single institutional
investor for the purchase and sale of 2,517,985 shares of common stock (or pre-funded warrants in-lieu thereof), together with Series
A warrants to purchase up to an aggregate of 2,517,985 shares of common stock, and Series B warrants to purchase up to an aggregate
of 2,517,985 shares of common stock, in a registered direct offering priced at-the-market under Nasdaq rules. Each share of common stock
and accompanying warrants are being sold together at a combined purchase price of $1.39. The Series A warrants will have an exercise
price of $1.53 per share, will be subject to shareholder approval, and will expire five years from the date of shareholder
approval. The Series B warrants will have an exercise price of $1.39 per share, will be subject to shareholder approval, and
will expire eighteen months from the date of shareholder approval. The Series B warrants will be callable by the Company, subject to certain
conditions, if the daily trading price of the common stock exceeds 400% of the exercise price and the average daily trading volume of
the common stock exceeds $1.0 million over a period of ten consecutive trading days. Upon a call, any portion of the Series B warrants
not exercised within ten trading days following the holder's receipt of the call notice will be cancelled.
The
Company intends to use the net proceeds from the offering for RWA growth initiatives as well as for working capital and general corporate purposes.
Maxim Group LLC is acting as the sole placement
agent for the offering.
The gross proceeds to OpenWorld from the offering
are expected to be approximately $3.5 million, before deducting placement agents’ fees and other estimated offering expenses.
The offering is expected to close on or about October 30, 2026, subject to satisfaction of customary closing conditions.
The securities described above in the registered
direct offering, including the shares of common stock underlying the warrants, are being offered and sold pursuant to a "shelf"
registration statement on Form S-3 (File No. 333-284562), as amended, which was declared effective by the U.S. Securities and Exchange
Commission (the “SEC”) on February 3, 2025. The offering of the securities is being made only by means of a prospectus. A
prospectus supplement and an accompanying prospectus relating to the registered direct offering will be filed with the SEC. Electronic
copies of the prospectus supplement and the accompanying prospectus may be obtained, when available, on the SEC's website at http://www.sec.gov
or by contacting Maxim Group LLC, 300 Park Avenue, New York, NY 10022, Attention: Syndicate Department, or via email at syndicate@maximgrp.com
or telephone at (212) 895-3745.
Update on Previously Announced Blocksight Transaction
On October 27, 2026, the Company closed on its
previously announced transaction with Blocksight Holdings Co., on the terms previously publicly disclosed.
This press release shall not constitute an offer
to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in
any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under
the securities laws of any such state or jurisdiction.
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, Section 21E of the Securities Exchange Act of 1934, as amended,
and the Private Securities Litigation Reform Act of 1995, including expected closing and transactions related to this registered direct
offering.. Words such as "anticipate," "expects," "will," and similar expressions identify forward-looking
statements. These statements are subject to risks and uncertainties, including regulatory approvals, market conditions and technology
readiness, that could cause actual results to differ materially. Investors should not place undue reliance on forward-looking statements,
which speak only as of the date of this release. OpenWorld undertakes no obligation to update them except as required by law. Additional
risks are described in the Company's filings with the SEC.
Contacts
Investors: OpenWorldIR@allianceadvisors.com
Media: Aayushi@allianceadvisors.comTransfer
Transfer Agent: Vinyl Equity, Inc., 1-888-80-VINYL (84695)
Blockchain Preferred Stock Transfer Agent:
Figure Equity Solutions, Inc., support@figuremarkets.com
