Welcome to our dedicated page for VerifyMe SEC filings (Ticker: VRME), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
VerifyMe, Inc. filings document the regulatory record for an operating company with Precision Logistics and Authentication business segments. The disclosures cover financial results, material-event reports, material agreements, shareholder voting matters, governance items, and capital-structure information tied to the company's common stock.
VRME's recent Form 8-K filings include results of operations, Regulation FD materials, annual meeting vote results, Nasdaq minimum bid price notices, and related compliance disclosures. Transaction-related filings also document material agreements and securities-law communications while preserving formal records of the company's reporting and governance obligations.
VerifyMe, Inc. (VRME) outlined how proposed charter amendments tied to its pending merger with Open World Ltd. would enable the combined company’s equity to trade both on Nasdaq and on Figure’s On-chain Public Equity Network ("OPEN"). VerifyMe stockholders of record as of August 7, 2026 may vote at the virtual annual meeting on September 24, 2026 on the merger share issuance and on a "Blockchain Common Stock" class that is conditioned on the merger closing. The Blockchain Common Stock Proposal would not change shares owned at closing, and no Blockchain Common Stock would be issued at that time; it would only authorize the ability to make existing common stock available in blockchain form on Figure OPEN in the future, subject to further board action and regulatory and trading venue requirements. If the merger and related proposals are approved and customary conditions are met, the combined company is expected to operate as OpenWorld, Inc. and trade under the ticker "OPNW," while pursuing a dual presence on Nasdaq and Figure OPEN.
VerifyMe, Inc. (VRME) received an amended Schedule 13D filing from Marshall S. Geller and the Geller Living Trust reporting a reduced ownership position and serving as their exit filing. An 8% Convertible Subordinated Promissory Note with a principal amount of $175,000, purchased by the Trust on August 25, 2023, matured on August 25, 2026 and was repaid in cash with $7,000 of accrued interest, so no shares were issued upon conversion. As a result, the Reporting Persons no longer beneficially own the 152,174 shares into which the note could have been converted, producing a 1 percentage point change in reported ownership.
Following this change, Mr. Geller is deemed to beneficially own 591,448 shares, or 4.5% of VerifyMe’s outstanding common stock as of August 25, 2026, while the Trust is deemed to beneficially own 504,448 shares, or 3.8%. Mr. Geller also holds 35,000 restricted shares that vest upon a merger effective time or October 9, 2026.
VerifyMe, Inc. (VRME) is the subject of an amended Schedule 13D filed by director Adam H. Stedham, updating his ownership after the cash payoff of a convertible note. As of this amendment, he may be deemed to beneficially own 1,019,500 shares of VerifyMe common stock, representing approximately 7.4% of the outstanding shares.
The filing explains that an 8% Convertible Subordinated Promissory Note with a principal amount of $175,000, purchased in a 2023 private placement, matured on August 25, 2026 and was repaid in cash plus $7,000 of accrued interest. Because the note is no longer convertible, Mr. Stedham no longer beneficially owns the 152,174 shares into which it could have converted, resulting in about a 1% reduction in his reported beneficial ownership.
VerifyMe, Inc. (VRME) and Open World Ltd. announced that the SEC has declared effective VerifyMe’s Registration Statement on Form S-4 for their previously announced business combination. This milestone allows VerifyMe stockholders of record as of August 7, 2026 to vote on the transaction at the 2026 annual meeting on September 24, 2026, held via live webcast.
If the business combination is approved and customary closing conditions are satisfied, it is expected to close shortly thereafter. The combined company would be named OpenWorld, Inc. and its shares would trade under the ticker symbol “OPNW.” OpenWorld is described as a blockchain innovation company focused on real-world asset tokenization and related digital asset infrastructure.
VerifyMe, Inc., a precision logistics and brand-protection company, reported substantially lower results for the quarter and six months ended June 30, 2026 after losing a key carrier partner in late 2025. Quarterly net revenue was $1.9 million, down 58% from 2025, with a net loss of $0.5 million.
For the first half of 2026, revenue was $3.7 million versus $9.0 million a year earlier and net loss widened to $1.2 million, despite gross margin improving to 54% from 35% due to mix and cost actions. Cash and equivalents were $5.1 million and total liabilities only $1.4 million, supported by repayment of a $2.0 million ZenCredit loan and no borrowings under the PNC facility. Convertible notes outstanding total $0.75 million at 8% interest.
The company is pivoting its logistics business to new partners and service lines and has signed a Merger Agreement with Open World Ltd. Under the proposed share exchange, existing VerifyMe stockholders are expected to hold about 10% of the combined company, with Open World holders about 87.75% and an advisor 2.25%, subject to conditions including Nasdaq listing, a reverse stock split if requested, and minimum closing net cash. VerifyMe also received a Nasdaq notice in April 2026 for falling below the $1.00 minimum bid price requirement and has until October 14, 2026 to regain compliance.
VerifyMe, Inc. reported Q2 2026 net revenue of $1.9 million, down from $4.5 million in Q2 2025, a 58% decline primarily driven by the loss of ProActive services revenue after a prior carrier agreement was terminated in September 2025. Gross profit fell to $1.0 million from $1.6 million, but gross margin improved to 54% from 35% due to the mix of ProActive and newer Premium services.
Operating loss widened to $0.6 million from $0.3 million, largely from higher legal costs related to a proposed merger and lower gross profit. Net loss increased to $0.5 million, or $(0.04) per diluted share, versus $0.3 million, or $(0.02) per share, a year earlier. Adjusted EBITDA was approximately $0.0 million compared to $0.3 million in Q2 2025. As of June 30, 2026, cash and cash equivalents were $5.1 million with working capital of $4.7 million, total assets of $11.4 million, and total liabilities of $1.4 million. The company is transitioning customers to a new strategic shipping partner, has launched Premium services with that partner, continues developing its Precision Logistics business, and is working toward a previously announced merger; it is not scheduling an earnings call at this time.
VerifyMe, Inc. plans a reverse merger with Open World Ltd., issuing 122,691,832 shares of VerifyMe common stock to OpenWorld securityholders as merger consideration, including shares tied to converted OpenWorld SAFEs and options. The new entity will be renamed OpenWorld, Inc.
Based on current figures, OpenWorld securityholders are expected to own 87.75%, Maxim Partners up to 2.25%, and existing VerifyMe holders about 10% of the combined company. An advisory fee of $6 million (3% of a $200 million enterprise value) will be paid to Maxim, including $1 million in cash and about $5 million in cash or stock valued at $1.18 per share.
VerifyMe will seek stockholder approval at a virtual annual meeting on September 24, 2026, primarily for the Nasdaq share issuance required for the merger and related charter amendments, including authorization of a new Blockchain Common Stock class supporting a tokenized equity strategy.
VerifyMe, Inc. filed Post-Effective Amendment No. 1 to its Form S-4 registration statement (Registration No. 333-295079). The amendment is an exhibit-only filing made under Rule 462(d) to replace previously filed Exhibit 10.46 with the executed Registration Rights Agreement dated July 24, 2026 among Open World, Ltd. and GEM Global Yield LLC SCS and GEM Yield Bahamas Limited. Other parts of the registration statement, including the proxy statement/prospectus and the remaining Part II disclosures, remain unchanged.
VerifyMe, Inc. reported that it has entered into a Third Amendment to its Agreement and Plan of Merger with its wholly owned subsidiary VRME Subsidiary Corp. and Open World Ltd. Under this amendment, the contractual deadline for completing the planned merger of VRME Subsidiary Corp. into Open World, after which Open World would become a wholly owned subsidiary of VerifyMe, has been extended from August 31, 2026 to October 31, 2026.
The amendment restates the termination provision so that any party may terminate if the merger has not been consummated by the new End Date, provided that the terminating party’s own primary breach did not cause the delay. All other terms of the merger agreement remain in full force and effect.