Filed by VerifyMe, Inc.
pursuant to Rule 425 under the Securities Act
of 1933
and deemed filed pursuant to Rule 14a-6
under the Securities Exchange Act of 1934
Subject Company: VerifyMe, Inc.
Commission File Number of Related Registration
Statement: 333-295079
Subject Company: Open World Ltd.
Date: September 17, 2026
VERIFYME URGES SHAREHOLDERS TO VOTE “FOR”
PROPOSAL 6 TO ADVANCE PROPOSED FIGURE OPEN LISTING
Approval of the Blockchain Common Stock Proposal
is a critical step toward bringing the combined company’s equity to Figure’s Onchain Public Equity Network alongside its anticipated
Nasdaq listing
Shareholders are urged to vote today, in advance
of the September 24 Annual Meeting
Lake Mary, FL — September 17, 2026 — VerifyMe, Inc. (NASDAQ:
VRME) (“VerifyMe”) today encouraged shareholders to vote “FOR” Proposal 6, the Blockchain Common Stock Proposal,
at the Company’s Annual Meeting of Shareholders scheduled for September 24, 2026 (the “Annual Meeting’). Shareholders
may vote online at www.proxyvote.com, following the instructions provided on the proxy card; by phone at 1-800-690-6903 using any touch-tone
telephone and following the recorded instructions; or by mail. Internet and Telephone votes must be submitted by 11:59 p.m. Eastern Time
on September 23, 2026. Approval of Proposal 6, more fully described in the section “Proposal No. 6: The Blockchain Common Stock
Proposal” in VerifyMe’s 424(b)(3) proxy statement/prospectus filed with the U.S. Securities and Exchange Commission (the “SEC”)
on August 14, 2026 (the “Proxy Statement/Prospectus”), would authorize a new class of Blockchain Common Stock and provide
the corporate mechanism needed to bring the combined company’s equity to Figure Technology Solutions, Inc.’s Onchain Public
Equity Network (“Figure OPEN”) alongside its anticipated Nasdaq listing, following the completion of VerifyMe’s proposed
merger with Open World Ltd. (“OpenWorld”).
“Approval of Proposal 6 by VerifyMe shareholders would represent
an important step toward realizing the broader vision behind the proposed merger with OpenWorld,” said Adam H. Stedham, Chief Executive
Officer of VerifyMe. “Bringing the combined company’s equity to Figure OPEN alongside its Nasdaq listing would position us
at the forefront of modern capital markets. We urge shareholders to support that vision by voting ‘FOR’ Proposal 6 today.”
Benefits of Figure OPEN
Figure OPEN is intended to complement, rather than replace, the combined
company’s anticipated Nasdaq listing. For shareholders, the proposed Figure OPEN listing is expected to provide:
| · | Greater flexibility and expanded market access, giving eligible investors another way to acquire, hold and trade the combined company’s
shares; |
| · | The potential for enhanced liquidity, by opening the combined company’s equity to a broader base of investors participating
in onchain markets; |
| · | Around-the-clock trading capabilities, allowing eligible investors to transact beyond traditional market hours; and |
| · | Faster and more transparent settlement, with ownership and transactions recorded directly onchain. |
This structure is intended to give shareholders the benefits of blockchain-based
market infrastructure without sacrificing the familiarity and accessibility of a traditional Nasdaq listing. Approval of Proposal 6 by
VerifyMe shareholders would establish the corporate authority required to issue the Blockchain Common Stock needed to pursue this dual-market
approach.
“Figure OPEN is designed to bring the efficiency and transparency
of blockchain infrastructure to the public equity markets while continuing the protections and broad market access of a traditional exchange
listing,” said Matthew Shaw, Chief Executive and Chairman of OpenWorld. “Approval of Proposal 6 would give the combined company
the flexibility to pursue this dual-market approach and establish a foundation for how public companies can engage with the next generation
of capital markets.”
How to Vote
Shareholders may vote using one of the following methods:
| · | By Internet: Visit www.proxyvote.com and follow the instructions provided on the proxy card. Internet votes must be submitted by 11:59
p.m. Eastern Time on September 23, 2026. |
| · | By Telephone: Call 1-800-690-6903 using any touch-tone telephone and follow the recorded instructions. Telephone votes must be submitted
by 11:59 p.m. Eastern Time on September 23, 2026. |
| · | By Mail: Mark, sign and date the proxy card and return it promptly in the postage-paid envelope provided. Completed proxy cards may
also be mailed to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717. |
| · | By Proxy Solicitor: Call, email, or mail Advantage Proxy, Inc., PO Box 10904, Yakima, WA 98909, 1-877-870-8565 (toll-free) or 206-870-8565
(banks and brokers can call collect), email: ksmith@advantageproxy.com. |
| · | During the Annual Meeting: Shareholders may attend the virtual Annual Meeting and vote online at www.virtualshareholdermeeting.com/VRME2026.
The meeting will be held on September 24, 2026, at 1:00 p.m. Eastern Time. |
Shareholders should have their proxy card or voting instruction form
available when voting online or by telephone. Shareholders whose shares are held through a bank, broker or other nominee should follow
the voting instructions provided by that institution.
Additional information regarding the Annual Meeting and the proposals
under consideration is available in VerifyMe’s proxy materials filed with the U.S. Securities and Exchange Commission and accessible
at www.virtualshareholdermeeting.com/VRME2026.
Shareholder Vote
VerifyMe encourages shareholders of record to review the Proxy Statement/Prospectus
and Registration Statement on Form S-4/A declared effective on August 12, 2026 (the “Registration Statement”), for complete
information regarding the merger and the proposals being considered at the Annual Meeting and to submit their votes as soon as possible
so they can be counted ahead of the September 24 meeting.
About OpenWorld
OpenWorld is a technology-powered digital assets and blockchain innovation
company that co-architects and takes principal positions in enterprise blockchain initiatives alongside sovereign governments, institutional
partners, and major enterprises. Since its founding in 2023, OpenWorld has advised on projects representing over $66 billion in aggregate
network value and supported more than 20 companies backed by leading global venture firms, including a16z, Multicoin Capital, Dragonfly,
and Founders Fund. OpenWorld’s capabilities span real-world asset tokenization, stablecoin infrastructure, capital markets advisory,
governance structuring, and public markets strategy, with active engagements across the Gulf, Europe, Australia, and Southeast Asia. To
learn more, visit openworld.dev
About VerifyMe, Inc.
VerifyMe provides specialized logistics for time and temperature-sensitive
products, as well as brand protection and enhancement solutions. To learn more, visit https://www.verifyme.com
No Offer or Solicitation
This press release 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.
Forward-Looking Statements
This press release 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,” “believes,” “continue,” “expect,” “plan,”
“potential,” “could,” “commence,” “intend,” “may,” “will,” “shall,”
“should,” “upon,” “would,” and other words of similar meaning. Examples of forward-looking statements
include, among others, statements regarding the proposed business combination between OpenWorld and VerifyMe, the anticipated timing,
structure and benefits thereof, including the timing of closing after the Annual Meeting; the name and trading symbol of the combined
company following closing of the proposed merger; whether the combined company’s equity securities will be successfully tokenized
on Figure OPEN, the anticipated benefits thereof and whether any such anticipated benefits will be achieved; and the anticipated listing
of the combined company on Nasdaq. Each forward-looking statement contained in this press release 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
merger agreement or could otherwise cause the transaction to fail to close, including the failure to obtain stockholder approval necessary
to complete the merger; (2) the institution or outcome of any legal proceedings that may be instituted against VerifyMe or OpenWorld following
the announcement of the merger agreement and the transactions contemplated therein; (3) the inability of the parties to complete the proposed
business combination, including due to failure to obtain approval of the securityholders of VerifyMe, certain regulatory approvals, or
satisfy other conditions to closing in the merger agreement; (4) the risk that the proposed business combination disrupts current plans
and operations as a result of the time it diverts from management and the consummation of the proposed business combination; (5) the ability
to recognize the anticipated benefits of the proposed business combination; (6) the risk that tokenized securities may face increased
regulatory scrutiny and may not be broadly accepted by the market; (7) costs related to the proposed business combination; (8) changes
in applicable laws or regulations; and (9) the risks and uncertainties identified under VerifyMe’s Annual Report on Form 10-K, as
well as other information VerifyMe has or may file with the SEC from time to time.
VerifyMe cautions investors not to place considerable reliance on the
forward-looking statements contained in this press release. You are encouraged to read VerifyMe’s 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 VerifyMe undertakes no obligation to update or revise any of these statements except as required by applicable law.
VerifyMe’s business is subject to substantial risks and uncertainties, including those referenced above. Investors, potential investors,
and others should consider these risks and uncertainties. VerifyMe does not give any assurance that VerifyMe or OpenWorld will achieve
its expectations by the transactions contemplated in the merger agreement or otherwise.
Important Additional Information and Where to Find It
In connection with the proposed transaction, VerifyMe filed the Registration
Statement to register the shares of VerifyMe common stock to be issued in connection with the proposed merger. The Registration Statement
includes a proxy statement/prospectus and was declared effective by the SEC on August 12, 2026. VerifyMe has mailed the Proxy Statement/Prospectus
filed with the SEC on August 14, 2026, to VerifyMe stockholders seeking their approval of the proposals set forth therein at the Annual
Meeting. The merger agreement and the agreements and forms of agreements described in the Proxy Statement/Prospectus and Registration
Statement should not be read alone but should instead be read in conjunction with the other information regarding the merger agreement,
VerifyMe, OpenWorld, and their respective affiliates and respective businesses, that are contained in, or incorporated by reference into,
the Proxy Statement/Prospectus and Registration Statement as well as in the Forms 10-K, Forms 10-Q and other filings that VerifyMe makes
with the SEC. INVESTORS AND STOCKHOLDERS OF VERIFYME ARE URGED TO READ THE REGISTRATION STATEMENT AND THE RELATED PROXY STATEMENT/PROSPECTUS,
AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH
THE PROPOSED TRANSACTION CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
VERIFYME, OPENWORLD, THE MERGER AND RELATED MATTERS.
Investors and stockholders of VerifyMe can obtain free copies of the
Registration Statement, Proxy Statement/Prospectus, and other documents filed by VerifyMe with the SEC (when they become available) through
the website maintained by the SEC at www.sec.gov. In addition, VerifyMe stockholders of record may obtain at no cost, upon written request,
a copy of VerifyMe’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (without exhibits), as filed with the
SEC, with exhibits thereto being made available, upon written request and payment to VerifyMe of the reasonable costs of reproduction
and mailing, if any, by contacting VerifyMe by mail at VerifyMe, Inc., 801 International Parkway, Fifth Floor, Lake Mary, Florida 32746,
Attention: Corporate Secretary. Investors and stockholders of VerifyMe are urged to read the Registration Statement, Proxy Statement/Prospectus,
and the other relevant materials when they become available and before making any investment decision with respect to the proposed merger.
Participants in the Solicitation
VerifyMe and certain of its directors and executive officers may be
deemed to be participants in the solicitation of proxies from VerifyMe stockholders with respect to the Annual Meeting and the proposed
merger transaction under the rules of the SEC. Information about VerifyMe directors and executive officers and their ownership of VerifyMe
securities is set forth in the Proxy Statement/Prospectus, as well as other information VerifyMe has or may file with the SEC from time
to time. Additional information regarding the identity of participants in the solicitation of proxies, and a description of their direct
or indirect interests in the proposed transaction, by security holdings or otherwise, is set forth in the Proxy Statement/Prospectus and
other materials filed with the SEC in connection with the proposed transaction when they become available.
Contacts
Company: OpenWorld Ltd.
Email: OpenWorld@gasthalter.com
Company: VerifyMe, Inc.
Email: IR@verifyme.com
