VerifyMe (VRME) pushes Open World merger outside date to August 31, 2026

Rhea-AI Filing Summary

VerifyMe, Inc. has amended its planned merger with Open World Ltd. to extend the deal timeline. Under a First Amendment to the Agreement and Plan of Merger effective April 13, 2026, the outside date for completing the merger was moved from June 30, 2026 to August 31, 2026.

The structure of the transaction remains the same: VRME Subsidiary Corp. will merge with and into Open World, and Open World will become a wholly owned subsidiary of VerifyMe. The amendment is attached as an exhibit and incorporated by reference.

Insights

M&A and corporate actions analyst

VerifyMe pushes back its merger deadline with Open World to August 31, 2026.

The company, its merger subsidiary, and Open World agreed to extend the outside date for closing their merger from June 30, 2026 to August 31, 2026. The planned structure, where Open World becomes a wholly owned subsidiary, is unchanged.

An extension like this often reflects additional time needed for conditions such as approvals, integration planning, or documentation, though specific reasons are not detailed here. The amendment itself is formalized in a merger agreement addendum and incorporated by reference into a related Form S-4 registration statement.

Future company communications and subsequent filings around the new August 31, 2026 outside date will clarify whether all closing conditions are met and if any further amendments become necessary.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Original outside date: June 30, 2026 Amended outside date: August 31, 2026 Amendment effective date: April 13, 2026

3 metrics

Original outside date June 30, 2026 Initial deadline to complete VerifyMe–Open World merger

Amended outside date August 31, 2026 New deadline under First Amendment to merger agreement

Amendment effective date April 13, 2026 Effective date of First Amendment to merger agreement

Key Terms

Agreement and Plan of Merger, outside date, wholly-owned subsidiary, Registration Statement on Form S-4, +1 more

5 terms

Agreement and Plan of Merger financial

"entered into an Agreement and Plan of Merger, dated February 11, 2026"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

outside date financial

"pursuant to which the 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.

wholly-owned subsidiary financial

"Open World will become a wholly-owned subsidiary of the Company"

A wholly-owned subsidiary is a company whose entire ownership is held by another company, called the parent, so the parent controls all shares, board appointments and major decisions. For investors this matters because the subsidiary’s profits, losses, assets and liabilities are treated as part of the parent’s financial picture, affecting valuation and risk exposure — imagine a parent owning a single storefront outright and consolidating its receipts and bills into the parent’s books.

Registration Statement on Form S-4 regulatory

"incorporated herein by reference from Exhibit 2.2 to the Company’s Registration Statement on Form S-4"

A registration statement on Form S-4 is a formal filing with the U.S. Securities and Exchange Commission used when a company issues shares or other securities as part of a merger, acquisition, exchange offer or similar corporate deal. It bundles the transaction terms, financial statements, risk factors and shareholder vote materials so investors can assess the deal; think of it as a detailed prospectus or buyer’s packet that explains what you would own and how the deal could change your stake.

explanatory note regulatory

"EXPLANATORY NOTE As previously disclosed, VerifyMe, Inc."

Understanding 8-K Material Events →

false 0001104038 0001104038 2026-04-15 2026-04-15 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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

FAQ

What merger change did VerifyMe (VRME) disclose in this 8-K?

VerifyMe disclosed a First Amendment to its merger agreement with Open World Ltd. The amendment extends the outside date to complete the merger to August 31, 2026, while keeping the basic structure of Open World becoming a wholly owned subsidiary the same.

Who are the parties to VerifyMe (VRME)’s amended merger agreement?

The amended merger agreement involves VerifyMe, Inc., VRME Subsidiary Corp., and Open World Ltd. VRME Subsidiary Corp. will merge with and into Open World, and after completion, Open World is expected to become a wholly owned subsidiary of VerifyMe under the existing merger structure.

What is the new outside date for the VerifyMe (VRME) and Open World merger?

The new outside date for completing the VerifyMe and Open World merger is August 31, 2026. This replaces the prior deadline of June 30, 2026, giving the parties additional time to satisfy all closing conditions set out in the merger agreement and its amendment.

Did VerifyMe (VRME) change the merger structure with Open World?

The filing indicates the merger structure remains the same. VRME Subsidiary Corp. will merge with and into Open World, Merger Sub will cease to exist, and Open World will become a wholly owned subsidiary of VerifyMe under the Agreement and Plan of Merger as amended.

Where can investors find the full text of VerifyMe’s merger amendment?

The full text of the First Amendment to the Agreement and Plan of Merger is filed as Exhibit 2.1. It is incorporated by reference from Exhibit 2.2 to VerifyMe’s Registration Statement on Form S-4, which was filed on April 15, 2026, with the Securities and Exchange Commission.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB