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 22, 2026
VerifyMe Highlights Benefits of Proposed Figure
OPEN Listing and Urges Shareholders to Vote “FOR” Proposal 6
Figure OPEN is expected to complement the combined
company’s anticipated Nasdaq listing with around-the-clock trading capabilities, faster settlement, and increased transparency
VerifyMe shareholders are urged to vote “FOR”
Proposal 6 ahead of the September 24 Annual Meeting
LAKE MARY, Fla. – September 22, 2026 –
VerifyMe, Inc. (NASDAQ: VRME) (“VerifyMe”) today highlighted the anticipated benefits of bringing the combined company’s
equity to Figure Technology Solutions, Inc.’s Onchain Public Equity Network (“Figure OPEN”) following the completion
of VerifyMe’s proposed merger with Open World Ltd. (“OpenWorld”).
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 enable the first steps toward a Figure OPEN listing. The Figure OPEN listing is intended to complement, rather than replace, the
combined company’s anticipated Nasdaq listing. Through this dual-market approach, eligible investors would gain another way to acquire,
hold, and trade the combined company’s shares, including activity beyond traditional market hours. The proposed listing is also
expected to expand market access and provide the potential for enhanced liquidity, faster settlement, and greater transparency through
blockchain-based market infrastructure.
To provide the corporate mechanism needed to pursue
the Figure OPEN listing, VerifyMe shareholders must approve Proposal 6, the Blockchain Common Stock Proposal, at the Company’s Annual
Meeting of Shareholders scheduled for September 24, 2026 (the “Annual Meeting”). VerifyMe urges shareholders to vote “FOR”
Proposal 6 today. 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.
“Figure OPEN has the potential to provide
shareholders with expanded market access and greater flexibility while preserving the familiarity and accessibility of a traditional Nasdaq
listing,” said Adam H. Stedham, Chief Executive Officer of VerifyMe. “We encourage shareholders to support this dual market
approach by voting ‘FOR’ Proposal 6.”
Bringing Public Equities Onchain
Figure OPEN is designed to apply blockchain infrastructure
to the public equity markets alongside the combined company’s anticipated listing on Nasdaq. 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. |
Together, these capabilities are intended to offer
shareholders the potential benefits of blockchain-based market infrastructure without sacrificing access to the traditional public markets.
The combined company would remain subject to the same SEC reporting requirements, corporate governance standards, and investor protections
applicable to its anticipated Nasdaq listing.
“Public equities should be able to benefit
from the same technological advances transforming other areas of financial markets,” said Matthew Shaw, Chief Executive and Chairman
of OpenWorld. “Through Figure OPEN, eligible investors would have greater flexibility in how and when they transact in the combined
company’s shares, supported by more efficient and transparent market infrastructure. We believe this approach can broaden participation
in the combined company’s future while demonstrating the practical value of bringing public equities onchain.”
How to Vote
VerifyMe shareholders are urged to vote “FOR”
Proposal 6 as soon as possible 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, at 1-877-870-8565 toll-free. Banks and brokers may call collect at 206-870-8565. Shareholders
may also email ksmith@advantageproxy.com. |
| · | During the Annual Meeting: 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 SEC and 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,” “believe,” “enable,” “expect,”
“expand,” “enhance,” “plan,” “potential,” “could,” “intend,” “may,”
“will,” “shall,” “should,” “support,” “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
