VerifyMe extends merger outside date to Aug 31, 2026

VerifyMe, Inc. entered a First Amendment to its Agreement and Plan of Merger with VRME Subsidiary Corp. and Open World, Ltd., effective as of April 13, 2026.

Rhea-AI Filing Summary

VerifyMe, Inc. entered a First Amendment to its Agreement and Plan of Merger with VRME Subsidiary Corp. and Open World, Ltd., effective as of April 13, 2026. The amendment extends the merger outside date from June 30, 2026 to August 31, 2026. The amendment is attached as Exhibit 2.1.

Insights

Mergers & Acquisitions Counsel

Extension preserves the transaction window while parties continue to satisfy closing conditions.

The First Amendment extends the operative outside date to August 31, 2026, which gives the parties additional time to meet closing conditions, complete required approvals, or resolve outstanding matters. The amendment is incorporated by reference to Exhibit 2.1.

Key dependencies include any remaining regulatory approvals and conditions precedent specified in the Agreement; timing now runs to August 31, 2026.

Corporate Finance Analyst

Timing change is administrative; financial impact depends on remaining closing conditions.

The extension shifts the contractual deadline from June 30, 2026 to August 31, 2026, delaying potential consolidation or other post-closing effects. No proceeds, price, or new financial terms are disclosed in the excerpt.

Subsequent filings may disclose closing progress or material financial effects.

Key Figures

Amendment effective date: April 13, 2026 Prior outside date: June 30, 2026 New outside date: August 31, 2026 +1 more

4 metrics

Amendment effective date April 13, 2026 First Amendment to Merger Agreement

Prior outside date June 30, 2026 Original Merger Agreement outside date

New outside date August 31, 2026 Extended outside date per First Amendment

Exhibit reference Exhibit 2.1 First Amendment attached to the Form 8-K

Key Terms

Merger Agreement, Merger Sub, outside date, incorporated by reference

4 terms

Merger Agreement legal

"Agreement and Plan of Merger, dated February 11, 2026"

A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.

Merger Sub corporate

"VRME Subsidiary Corp., a Nevada corporation and wholly owned subsidiary"

A merger sub is a temporary, wholly owned subsidiary that an acquiring company creates to carry out a merger with another firm. Think of it as a wrapper used to combine two businesses—this can simplify legal and tax steps, isolate liabilities, and help preserve the target’s contracts or stock structure, so investors watch it because the chosen approach affects deal mechanics, shareholder votes, potential dilution, and legal or tax risk.

outside date transactional

"outside date was extended from June 30, 2026 to August 31, 2026"

An outside date is the final contractual deadline by which a planned deal—such as a merger, acquisition, or financing—must be completed; if the transaction hasn’t closed by that date, parties typically gain the right to walk away or trigger agreed remedies. It matters to investors because it sets a clear timetable for when uncertainty should end, and approaching or missing the outside date can raise the chance of deal failure, renegotiation, or changes to valuation.

incorporated by reference regulatory

"a copy of the Amendment is attached as Exhibit 2.1 and is incorporated herein by reference"

FAQ

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

What change did VerifyMe (VRME) make to its merger timeline?

The company extended the merger outside date to August 31, 2026. The First Amendment, effective April 13, 2026, moves the deadline from June 30, 2026 to August 31, 2026 to allow more time to satisfy closing conditions.

Which parties are involved in the VerifyMe merger amendment?

The amendment involves VerifyMe, VRME Subsidiary Corp. and Open World, Ltd. The three parties executed the First Amendment to the Agreement and Plan of Merger, with the amendment attached as Exhibit 2.1 to the filing.

Does the amendment change financial terms or consideration?

No financial terms are disclosed in the excerpt. The filing describes only an extension of the outside date and references the full amendment for complete terms and any other changes.

Where can I read the full amendment to VerifyMe's merger agreement?

The full First Amendment is attached as Exhibit 2.1 to the Current Report on Form 8-K. The filing states the amendment is incorporated by reference and a copy is filed with the report.

When did VerifyMe file the Form 8-K reflecting the amendment?

The Form 8-K reflects an amendment effective April 13, 2026. The report was signed and filed with a signature dated April 16, 2026, and cites the amendment effective date.

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

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Accepted by SEC EDGAR 04/16/2026 - 05:20 PM EDT Learn about SEC filing dates

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):   April 15, 2026

VerifyMe, 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:

x 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		VRME		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.  ¨

EXPLANATORY NOTE

As previously disclosed, VerifyMe, Inc., a Nevada corporation (the “Company”), VRME Subsidiary Corp., a Nevada corporation and wholly owned subsidiary of the Company (“Merger Sub”) and Open World Ltd., a Cayman Islands exempted company (“Open World” and, together with the Company and Merger Sub, the “Parties”), entered into an Agreement and Plan of Merger, dated February 11, 2026 (the “Merger Agreement”), pursuant to which Merger Sub will merge with and into Open World, Merger Sub will cease to exist and Open World will become a wholly-owned subsidiary of the Company (the “Merger”).

Item 1.01 Entry into a Material Definitive Agreement.

On April 15, 2026, the Parties entered into the First Amendment (the “Amendment”) to the Merger Agreement effective as of April 13, 2026, pursuant to which the outside date was extended from June 30, 2026 to August 31, 2026.

The foregoing description of the 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 Amendment, a copy of which is attached as Exhibit 2.1 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
2.1		First Amendment to the Agreement and Plan of Merger dated April 13, 2026, by and among VerifyMe, Inc., VRME Subsidiary Corp., and Open World, Ltd., (incorporated herein by reference from Exhibit 2.2 to the Company’s Registration Statement on Form S-4, filed on April 15, 2026).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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.

		VerifyMe, Inc.
Date: April 16, 2026	By:	/s/ Adam Stedham
		Adam Stedham
		Chief Executive Officer