VerifyMe (VRME) widens merger dilution definition in June 2026 amendment

Rhea-AI Filing Summary

VerifyMe, Inc. filed a Current Report to disclose a Second Amendment to its Agreement and Plan of Merger with Open World Ltd. dated June 4, 2026. The Amendment revises the definition of Fully Diluted Company Shares to expressly include Open World ordinary shares issuable under any existing agreements to issue Equity Interests. The Company attached the Amendment as Exhibit 2.1 and incorporated it by reference.

Insights

M&A Counsel

Amendment broadens dilution scope by adding issuable Open World shares.

The Amendment explicitly expands the merger accounting base by including ordinary shares of Open World that are issuable under existing equity agreements when calculating Fully Diluted Company Shares. This change alters the share count mechanics used in the Merger Agreement's economics and any per‑share calculations tied to that definition.

Outcome depends on the number and terms of those existing issuance agreements; future disclosures or the exhibits may quantify the incremental issuable shares and their effect on per‑share metrics.

Corporate Finance

Revision affects dilution math but cash treatment is unchanged in this excerpt.

The Amendment changes the denominator for equity calculations by adding issuable Open World shares to the fully diluted count. The excerpt does not state any change to consideration, pricing, or proceeds mechanics.

Investors should review the attached Exhibit 2.1 and the referenced Form S‑4/A for the exact numeric impact and any related adjustments to exchange ratios or warrants.

Key Figures

Amendment date: June 4, 2026 Incorporation reference: Exhibit 2.1 Referenced filing: Form S-4/A filed June 8, 2026 +2 more

5 metrics

Amendment date June 4, 2026 Second Amendment to the Merger Agreement

Incorporation reference Exhibit 2.1 Attached to Current Report and incorporated by reference

Referenced filing Form S-4/A filed June 8, 2026 Exhibit incorporated from Exhibit 2.3 of Form S‑4/A

Commission File Number 001-39332 VerifyMe, Inc. SEC registration

Par value $0.001 per share Common Stock par value disclosed on cover

Key Terms

Fully Diluted Company Shares, Equity Interests, Merger Sub

3 terms

Fully Diluted Company Shares financial

"the definition of Fully Diluted Company Shares was revised to include"

Equity Interests financial

"existing agreement to issue Equity Interests (as such term is defined in the Merger Agreement)"

Equity interests are an ownership stake in a company—usually represented by shares or membership units—that give the holder a claim on the business’s profits, assets and sometimes voting power. Think of it as owning one or more slices of a company’s pie: the bigger your slice, the larger your share of dividends, capital gains and influence, and the more you are affected by dilution or company losses. Investors use equity interests to measure value, control and potential returns.

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.

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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): June 4, 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, as amended by the first amendment to the Agreement and Plan of Merger (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 June 4, 2026, the Parties entered into the Second Amendment (the “Amendment”) to the Merger Agreement, pursuant to which the definition of Fully Diluted Company Shares was revised to include the aggregate number of Open World ordinary shares issuable in connection with any existing agreement to issue Equity Interests (as such term is defined in the Merger Agreement) of Open World.

The foregoing description of the Amendment does not purport to be complete and 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		Second Amendment to the Agreement and Plan of Merger dated June 4, 2026, by and among VerifyMe, Inc., VRME Subsidiary Corp., and Open World, Ltd., (incorporated herein by reference from Exhibit 2.3 to the Company’s Registration Statement on Form S-4/A, filed on June 8, 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: June 9, 2026	By:	/s/ Adam Stedham
		Adam Stedham
		Chief Executive Officer

FAQ

What did VerifyMe (VRME) change in the merger agreement on June 4, 2026?

The Company amended the Merger Agreement to include Open World ordinary shares issuable under existing equity agreements in the definition of Fully Diluted Company Shares. The Amendment is attached as Exhibit 2.1 and incorporated by reference.

Does the Amendment specify how many additional shares are included?

No, the excerpt does not quantify additional shares. It revises the definition to include issuable Open World shares; numerical details are in the attached Amendment and the referenced Form S‑4/A.

Will this Amendment change the merger consideration or price per share?

The filing excerpt does not state any change to consideration or per‑share pricing. It only revises the dilution definition; any effect on consideration would be shown in the full Amendment or S‑4/A exhibits.

Where can I read the full amendment text for VerifyMe's merger?

The full Second Amendment is filed as Exhibit 2.1 to the Current Report and is incorporated by reference from Exhibit 2.3 to the Company’s Form S‑4/A filed on June 8, 2026.

Who are the parties to the amended Merger Agreement?

The parties are VerifyMe, Inc., its wholly owned subsidiary VRME Subsidiary Corp., and Open World Ltd.. The Amendment modifies the existing Agreement and Plan of Merger among them.