OpenWorld, Inc. (VRME) SEC Filings

OpenWorld, Inc.'s Global Corporate President, Russel Harold McMeekin, acquired stock options covering 216,355 shares of common stock at a $2.18 exercise price and 469,568 shares at a $6.51 exercise price on September 30, 2026. The options were received in exchange for options to acquire OpenWorld, Ltd. shares in connection with the merger closing. The respective options expire on December 7, 2035, and August 27, 2036.

Subject to continuous service, 1/3rd of the options vest on the one-year anniversary of the September 15, 2024 vesting commencement date. Thereafter, 1/36th vests on the same day of each succeeding calendar month, with all options fully vested on the three-year anniversary.

Webslinger Holdings Inc., a ten percent owner of OpenWorld, Inc. (OPNW), acquired 4,989,997 shares of common stock on September 30, 2026, in exchange for an aggregate of 64,579 shares of OpenWorld, Ltd. in connection with the merger. Its reported position after the transaction was 4,989,997 shares. Separately, OpenWorld, Inc.'s common stock closing price on the merger's effective date was $8.98.

OpenWorld, Inc. dismissed MaloneBailey, LLP as its independent registered public accounting firm on October 2, 2026, and its Audit Committee approved RSM Cayman Ltd. to serve for the fiscal year ending December 31, 2026. RSM had served as independent registered public accounting firm for OpenWorld’s wholly owned direct subsidiary, Open World Ltd., before the merger closed on September 30, 2026.

MaloneBailey’s reports on OpenWorld’s consolidated financial statements for the fiscal years ended December 31, 2025 and 2024 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. OpenWorld reported no disagreements of the specified kind or reportable events with MaloneBailey during the two most recent fiscal years and the period from January 1, 2026, through October 2, 2026. It also reported no consultation with RSM on specified accounting or audit matters during those periods.

A Form 3 concerning OpenWorld, Inc. identifies Webslinger Holdings Inc., the reporting person, as a 10% owner.

OpenWorld, Inc. reports that Matthew Ian Shaw, its Chief Executive Officer and Chairman, and two entities associated with him became beneficial owners of its common stock when the merger closed on September 30, 2026. The reporting persons list aggregate beneficial ownership of 6,361,843 shares, or 47.2%, based on 13,472,360 shares outstanding as of that date.

The reported holdings comprise 685,923 shares held directly by Mr. Shaw, 4,989,997 held by Webslinger Holdings Inc., of which he is sole director, and 685,923 held by Beech Holdings Ltd., which he directs. Mr. Shaw reports sole voting and dispositive power over the aggregate. The holdings resulted from OpenWorld Ltd. shares converting into issuer shares at a 1:77.27 ratio, without monetary consideration. The reporting persons state they have no present plans or proposals covered by the filing, though they may purchase or sell shares depending on market conditions and other factors.

Gerard Hernandez, OpenWorld, Inc.'s chief accounting officer, and GM Consulting Group Inc. reported aggregate beneficial ownership of 702,999 shares, or 5.1%, as of September 30, 2026. The position followed the merger closing that day: GM Consulting's 5,000 OpenWorld Ltd. shares converted into 386,348 OpenWorld shares, and LB2 Capital Partners LLC's 221 shares converted into 17,077 shares at a 1:77.27 ratio. The reporting persons paid no monetary consideration for those conversions.

The total also includes 299,574 shares underlying options held by GM Consulting that are presently exercisable or exercisable within 60 days. The replacement options were issued under OpenWorld's 2020 Equity Incentive Plan, as amended. Hernandez reported sole voting and dispositive power over 702,999 shares; GM Consulting reported that power over 685,922 shares.

OpenWorld, Inc. announced that its subsidiary, Open World Inc., entered into a term sheet on September 27, 2026, with Beyond Limits, Inc. (BeyondAI) and Eidos Digital Assets SPC (Eidos) for a proposed intellectual property-backed financing of up to $130 million. The term sheet is non-binding except for provisions expressly stated to be binding.

The contemplated structure would have a segregated portfolio of Eidos issue digital tokens representing investor rights to payments backed by eligible BeyondAI intellectual property. Open World Inc. is expected to provide structuring, implementation, tokenization, technology integration, reporting infrastructure and operational services. The proposal remains subject to confirmatory due diligence, definitive documentation and specified conditions; there is no assurance it will close on the contemplated terms or at all.

OpenWorld, Inc. (OPNW) director Howard Goldberg reported a proposed sale of 37,366 common shares, with an aggregate market value of $198,787.12. The approximate sale date is October 6, 2026, and Northern Trust Securities Inc. is listed as the broker. The securities history lists stock awards dated from November 1, 2012, through October 1, 2026.

VerifyMe, Inc. (VRME) reported two direct stock-option awards to Global Corporate President Russel Harold McMeekin on September 30, 2026: 216,356 options with a $2.19 exercise price and 468,649 with a $6.54 exercise price. The options were received in exchange for options to acquire OpenWorld, Ltd. shares in its merger into OpenWorld, Inc.

Subject to continuous service, the options vest one-third on the first anniversary of the September 15, 2024 vesting commencement date, then one-thirty-sixth on the same day of each succeeding month, becoming fully vested on the third anniversary. The options expire December 10, 2035, and August 25, 2036, respectively.