VerifyMe sets $0.15 special dividend tied to merger
VerifyMe’s board approved a $0.15 per-share special dividend, but payment depends entirely on the successful closing of its merger with OpenWorld.
Rhea-AI Filing Summary
VerifyMe, Inc. (VRME) announced that its board has declared a special cash dividend of $0.15 per share, to be distributed pro rata to holders of common stock and to holders of Series B Convertible Preferred Stock on an as-converted basis. Payment of this dividend is expressly conditioned on the closing of the previously announced merger with Open World Ltd. under the existing merger agreement, which remains subject to VerifyMe stockholder approval and other closing conditions. Subject to completion of the merger, the dividend is expected to be payable on October 2, 2026 to stockholders of record at the close of business on September 29, 2026. VerifyMe also reminds stockholders that the Registration Statement on Form S‑4/A and related proxy statement/prospectus for the merger were declared effective on August 12, 2026 and encourages timely voting ahead of the scheduled September 24 annual meeting.
Positive
- Board declares a $0.15 per-share special cash dividend, offering direct cash return to holders of common and Series B preferred stock if the merger closes.
- Clear timeline for conditional payout, with an expected October 2, 2026 payment date and September 29, 2026 record date, subject to merger completion.
Negative
- Dividend is fully contingent on closing the OpenWorld merger, which still requires stockholder approval and satisfaction of other closing conditions, creating uncertainty around the payout.
Insights
Analyzing...
8-K Event Classification
2 items: 7.01, 9.01
2 items
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Special cash dividend per share: $0.15 per share
Dividend record date: September 29, 2026
Expected dividend payment date: October 2, 2026
+3 more
6 metrics
Special cash dividend per share
$0.15 per share
Declared by VerifyMe’s board, conditional on closing of the OpenWorld merger
Dividend record date
September 29, 2026
Stockholders of record at close of business eligible for the conditional dividend
Expected dividend payment date
October 2, 2026
Anticipated payment date if the merger with OpenWorld closes
OpenWorld aggregate network value
$66 billion
Aggregate network value of projects OpenWorld has advised on since its founding
Companies supported by OpenWorld
More than 20 companies
Number of companies OpenWorld has supported, backed by leading venture firms
Form S-4/A effectiveness date
August 12, 2026
Date the Registration Statement on Form S-4/A for the merger was declared effective
Key Terms
special cash dividend, Series B Convertible Preferred Stock, Registration Statement on Form S-4/A, proxy statement/prospectus, +2 more
6 terms
special cash dividend financial
"has authorized and declared a special cash dividend of $0.15 per share"
A special cash dividend is a one-time, extra cash payment a company gives to its shareholders in addition to its regular dividends, like a bonus check sent out when a business has more cash than usual. It matters to investors because it delivers immediate cash value, can signal that the company has strong short-term cash or limited opportunities to reinvest, and typically reduces the company’s cash reserves and may affect the stock price and tax treatment for recipients.
Series B Convertible Preferred Stock financial
"holders of the Series B Convertible Preferred Stock, par value $0.001 per share"
Series B convertible preferred stock is a class of shares sold during a later-stage private financing that combines features of a loan and common stock: it usually pays priority dividends or has a priority claim if the company is sold, and it can be converted into common shares under predefined rules. Investors care because these shares affect ownership stakes and payout order—like having a reserved place in line and a ticket that can turn into regular ownership—so they influence potential returns and dilution for other shareholders.
Registration Statement on Form S-4/A regulatory
"Registration Statement on Form S-4/A declared effective on August 12, 2026"
proxy statement/prospectus regulatory
"includes a proxy statement/prospectus and was declared effective by the SEC"
A proxy statement or prospectus is a document that companies send to shareholders to provide important information about upcoming decisions or investments, such as voting on company issues or offering new shares to the public. It helps investors understand the details and risks involved, enabling them to make informed choices about their ownership or involvement with the company.
tokenized securities financial
"the risk that tokenized securities may face increased regulatory scrutiny"
A digital representation of a traditional financial asset—such as a share, bond or fund—recorded on a blockchain or similar electronic ledger so ownership and transfers are tracked automatically. It matters to investors because tokenized securities can make buying, selling and dividing assets faster, cheaper and available around the clock, potentially increasing liquidity and allowing investors to buy smaller slices of expensive assets, while also introducing platform, custody and regulatory considerations.
real-world asset tokenization technical
"OpenWorld’s capabilities span real-world asset tokenization, stablecoin infrastructure"
Converting a physical or financial item—like real estate, artwork, or a bond—into digital tokens that represent ownership or rights on a secure digital ledger. Think of slicing a house into many small, tradable shares so more people can buy pieces, trades settle faster, and markets can become more liquid; investors gain easier access and flexibility but also face new legal, custody and technology risks.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What special dividend did VerifyMe (VRME) declare?
VerifyMe’s board declared a special cash dividend of $0.15 per share, payable pro rata to holders of common stock and Series B Convertible Preferred Stock on an as-converted basis, conditioned on the successful closing of the proposed merger with OpenWorld.
When will the VRME special dividend be paid and what is the record date?
Subject to closing of the merger, VerifyMe expects the $0.15 per-share dividend will be payable on October 2, 2026 to stockholders of record as of the close of business on September 29, 2026.
Who is eligible to receive VerifyMe’s special dividend?
The dividend will be distributed pro rata to holders of VerifyMe common stock and to holders of Series B Convertible Preferred Stock on an as-converted basis, provided the merger with OpenWorld closes as contemplated.
What conditions must be met before VerifyMe (VRME) pays the special dividend?
Payment of the $0.15 per-share dividend is conditioned on the closing of VerifyMe’s proposed merger with OpenWorld under the merger agreement, which remains subject to approval of VerifyMe stockholders and other closing conditions.
How large is OpenWorld’s referenced project portfolio in the VerifyMe 8-K?
OpenWorld is described as having advised on projects representing over $66 billion in aggregate network value and having supported more than 20 companies backed by major venture firms.
AI-generated analysis. How Rhea-AI works. Not financial advice.
