Filed by VerifyMe, Inc.
pursuant to Rule 425 under the Securities Act
of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: VerifyMe, Inc.
Commission File No. 001-39332
Subject Company: Open World Ltd.
Date: May 5, 2026
OpenWorld
and Figure Technology Solutions to Pursue Tokenization of OpenWorld Securities on Figure's OPEN Network
OpenWorld plans to bring its equity to Figure's
OPEN as public markets move onchain
NEW YORK, May 5, 2026 – (BUSINESS WIRE) – OpenWorld
Ltd. ("OpenWorld"), a blockchain innovation company advancing real-world asset (RWA) tokenization globally, and Figure
Technology Solutions, Inc. ("Figure") (NASDAQ: FIGR; OPEN: FGRS) today announced an agreement to tokenize OpenWorld's
equity securities in connection with its proposed NASDAQ listing on Figure’s Onchain Public Equity Network (OPEN). The agreement
marks a meaningful step in OpenWorld's tokenization strategy. Additionally, OpenWorld plans to use Figure Forge as a pathway to bring
its private credit assets onchain and into Figure's Democratized Prime marketplace.
The decision highlights OpenWorld's core conviction: that the infrastructure
it is building for institutional and sovereign clients globally should first be proven on its own balance sheet. It follows OpenWorld's
previously announced proposed merger with VerifyMe, Inc. (NASDAQ: VRME) as the company advances toward becoming a publicly traded entity
(the “Merger”).
Figure's OPEN is redesigning how public markets work from the ground
up. If achieved effectively, OpenWorld would be able to give investors the power of choice by issuing on both NASDAQ and OPEN.
On OPEN, investors own blockchain shares directly and can lend their
holdings to earn yield while cross-collateralizing their crypto and equities, a benefit that is not widely available on traditional brokerages.
Companies are given a smarter way to issue and manage equity, with real-time settlement, lower costs, and blockchain infrastructure built
for a regulated environment. The agreement advances the foundations of equity infrastructure.
"This agreement with Figure positions OpenWorld at a critical
moment in the evolution of real-world asset tokenization. We are not building tokenization infrastructure for others while leaving our
own securities on legacy rails," said Matt Shaw, co-founder and CEO of OpenWorld. "Tokenizing our equity on Figure's OPEN network
demonstrates to our institutional partners that we are willing to go first."
Recent developments from the U.S. Securities and Exchange Commission
and the Commodity Futures Trading Commission have provided greater clarity on digital asset classifications, and OpenWorld believes the
window to establish a leadership position in compliant tokenized equities infrastructure is now, and it’s finite. These dynamics
are shaping how equities are represented through blockchain-based frameworks, with the potential to enhance liquidity.
"Investors have long had no real say in how their equity works
for them, but OPEN changes that,” said Mike Cagney, executive chairman of Figure. “By having the ability to issue alongside
NASDAQ, companies like OpenWorld would be able to give investors a genuine choice and, on OPEN, that choice comes with direct ownership,
the ability to lend shares and keep the returns that traditionally went to prime brokers, and the ability to cross-collateralize crypto
and equities for borrowing.”
OpenWorld and Figure's agreement builds on OpenWorld's global expansion,
including its RWA Center of Excellence. Together, they represent a broader bet that the future of public markets runs through blockchain
infrastructure, and that OPEN is where that future is being built.
For more information on OpenWorld, visit https://www.openworld.dev
or follow OpenWorld on X.
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 $65 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. The Company'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. OpenWorld
is completing a reverse merger onto NASDAQ. To learn more, visit openworld.dev.
About Figure Technology Solutions, Inc.
Figure Technology Solutions, Inc. (Nasdaq: FIGR; OPEN: FGRS) is a blockchain-native
capital marketplace that seamlessly connects origination, funding, and secondary market activity. More than 300 partners use its loan
origination system and capital marketplace. Collectively, Figure and its partners have originated over $24 billion of home equity to date,
among other products, making Figure’s ecosystem the largest non-bank provider of HELOCs. The fastest growing components are Figure
Connect, its consumer credit marketplace, and Democratized Prime, Figure’s on-chain lend-borrow marketplace. Figure's ecosystem
also includes DART (Digital Asset Registry Technology) for asset custody and lien perfection, and $YLDS, an SEC-registered yield-bearing
stablecoin that operates as a tokenized money market fund.
Figure is the market leader in real-world asset (RWA) tokenization.
The company has received AAA ratings from S&P and Moody’s on multiple loan securitizations, the first of its kind for blockchain
finance. For more information, visit https://figure.com or follow Figure on LinkedIn.
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,” “expect,” “plan,”
“could,” “may,” “will,” “shall,” “should,” and other words of similar meaning.
Examples of forward-looking statements include, among others, statements regarding whether OpenWorld equity securities will be successfully
tokenized and the anticipated benefits thereof that will be achieved, and the anticipated impact of recent SEC and CFTC developments,
the proposed business combination between OpenWorld and VerifyMe, Inc., the anticipated timing, structure and benefits thereof, and OpenWorld’s
anticipated listing 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, Inc. 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, Inc., 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 announcement and 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, Inc.’s Annual Report on Form 10-K, as well as
other information VerifyMe, Inc. has or may file with the SEC from time to time.
We caution investors
not to place considerable reliance on the forward-looking statements contained in this press release. 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. VerifyMe, Inc.’s 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 VerifyMe, Inc. 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, Inc. filed a Registration Statement to register the shares of VerifyMe, Inc., Common Stock to be issued
in connection with the proposed merger. The Registration Statement includes a preliminary proxy statement/prospectus, which, once declared
effective by the SEC, will be sent to VerifyMe, Inc.’s stockholders seeking their approval of their respective transaction-related
proposals. The merger agreement and the agreements and forms of agreements contemplated thereunder should not be read alone but should
instead be read in conjunction with the other information regarding the merger agreement, VerifyMe, Inc., the Merger Sub, OpenWorld, and
their respective affiliates and respective businesses, that will be contained in, or incorporated by reference into, the Registration
Statement and the proxy statement/prospectus of VerifyMe, Inc., as well as in the Forms 10-K, Forms 10-Q and other filings that VerifyMe,
Inc. makes with the SEC. INVESTORS AND STOCKHOLDERS OF VerifyMe, Inc. 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, INC., THE MERGER SUB, OPENWORLD, THE MERGER AND RELATED MATTERS.
Investors and stockholders
will be able to obtain free copies of the Registration Statement, including the proxy statement/prospectus contained therein, and other
documents filed by VerifyMe, Inc. with the SEC (when they become available) through the website maintained by the SEC at www.sec.gov.
In addition, investors and stockholders will be able to obtain free copies of the Registration Statement, including the proxy statement/prospectus
contained therein, and other documents filed by VerifyMe, Inc. with the SEC by contacting VerifyMe, Inc. by mail at VerifyMe, Inc., 801
International Parkway, Fifth Floor, Lake Mary, Florida 32746, Attention: Corporate Secretary. Investors and stockholders are urged to
read the Registration Statement and the other relevant materials when they become available and before making any investment decision
with respect to the Merger.
Participants in the
Solicitation
VerifyMe, Inc. and certain
of its directors and executive officers may be deemed to be participants in the solicitation of proxies from VerifyMe, Inc.’s stockholders
with respect to the proposed transaction under the rules of the SEC. Information about VerifyMe, Inc.’s directors and executive
officers and their ownership of VerifyMe, Inc.’s securities is set forth in VerifyMe, Inc.’s Annual Report on Form 10-K and
VerifyMe, Inc.’s Definitive Proxy Statement on Schedule 14A, as well as other information VerifyMe, Inc. 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, will be set forth in the proxy statement/prospectus
and other materials to be filed with the SEC in connection with the proposed transaction when they become available.
Media Contact
Company: OpenWorld Ltd.
Email: openworld@wachsman.com
