false
0001104038
0001104038
2026-09-24
2026-09-24
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): |
September 24, 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:
| ¨ | 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. ¨
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On September 24, 2026, at the Annual Meeting of
Stockholders (“Annual Meeting”) of VerifyMe, Inc. (the “Company”), the proposals set forth below were submitted
to the company’s securityholders. The aggregate number of shares of common stock entitled to vote at the Annual Meeting, on an as
converted basis, was 13,309,640. Approximately 6,168,364 shares (representing 46.34% of total shares of common stock entitled to vote,
on an as converted basis) were present or represented by proxy at the Annual Meeting. The voting results for the proposals are as follows:
1. The Company’s stockholders approved,
pursuant to Nasdaq Listing Rule 5635(a), the issuance of shares of the Company’s common stock to each holder of outstanding ordinary
shares of Open World, Ltd. (“OpenWorld”), each holder of an OpenWorld Simple Agreement For Future Equity, and Each Holder
of OpenWorld Options that will be assumed by the Company, which will represent more than 20% of the shares of the Company’s common
stock outstanding immediately prior to the Merger by and among the Company, VRME Subsidiary Corp., and OpenWorld, pursuant to which VRME
Subsidiary Corp. will merger with and into OpenWorld, with OpenWorld surviving the merger as a wholly owned subsidiary of VerifyMe (the
“Merger”), and the stockholders also approved, in the event such share issuance constitutes a change of control, pursuant
to Nasdaq Listing Rule 5635(b), the change of control resulting from the Merger and the other transactions contemplated by the Merger
Agreement.
| Votes For |
|
Votes Against |
|
Votes Abstained |
|
Broker Non-Votes |
| 6,071,943 |
|
89,082 |
|
7,339 |
|
0 |
2. The Company’s stockholders elected the
following nominees as directors, each to serve for a one-year term expiring in 2027 and until their successors are duly elected and qualified,
or until the director’s earlier death, resignation or removal.
| Director Nominee |
|
Votes For |
|
Authority Withheld |
|
Broker Non-Votes |
| Marshall Geller |
6,037,092 |
|
131,272 |
|
0 |
| Howard Goldberg |
5,850,262 |
|
318,102 |
|
0 |
| Scott Greenberg |
5,767,151 |
|
401,213 |
|
0 |
| Adam H. Stedham |
6,021,769 |
|
146,595 |
|
0 |
| David Edmonds |
6,037,337 |
|
131,027 |
|
0 |
3. The Company’s stockholders approved,
on an advisory basis, the compensation of the Company’s named executive officers.
| Votes For |
|
Votes Against |
|
Votes Abstained |
|
Broker Non-Votes |
| 5,456,128 |
|
360,245 |
|
351,991 |
|
0 |
4. The Company’s stockholders approved the
Fourth Amendment to the VerifyMe 2020 Equity Incentive Plan (the “Plan”) to increase the authorized number of shares available
for future issuance under the Plan.
| Votes For |
|
Votes Against |
|
Votes Abstained |
|
Broker Non-Votes |
| 5,270,783 |
|
511,244 |
|
386,337 |
|
0 |
5. The Company’s stockholders ratified the
selection of MaloneBailey, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December
31, 2026.
| Votes For |
|
Votes Against |
|
Votes Abstained |
|
Broker Non-Votes |
| 6,095,592 |
|
57,782 |
|
14,990 |
|
0 |
6. The Company’s stockholders did not approve
to and conditioned upon the consummation of the Merger, an amendment to the Company’s Amended and Restated Articles of Incorporation,
to authorize a new form of capital stock called blockchain common stock in the amount of 500,000,000 shares, par value $0.001 per share,
to serve as a new “blank check” class of capital stock issuable in one or more series. Approval of this proposal would have
required the affirmative vote of more than 50% of the voting power of our issued and outstanding shares of common stock.
| Votes For |
|
Votes Against |
|
Votes Abstained |
|
Broker Non-Votes |
| 5,539,585 |
|
594,135 |
|
34,644 |
|
0 |
7. The Company’s stockholders did not approve,
subject to and conditioned upon the consummation of the Merger, an amendment to the Company’s Amended and Restated Articles of Incorporation,
to make an express election permitting the distributions that would otherwise be prohibited by Nevada Revised Statutes 78.288(2)(B), and
make certain other administrative and miscellaneous changes, including the change of the Company’s corporate name to “OpenWorld,
Inc.” Approval of this proposal would have required the affirmative vote of more than 50% of the voting power of our issued and
outstanding shares of common stock.
| Votes For |
|
Votes Against |
|
Votes Abstained |
|
Broker Non-Votes |
| 6,062,460 |
|
96,610 |
|
9,294 |
|
0 |
8. The Company’s stockholders approved a
proposal to adjourn the Annual Meeting from time to time, if necessary or appropriate, including to solicit additional or proxies if there
are not sufficient votes to approve one or more proposals at the Annual Meeting.
| Votes For |
|
Votes Against |
|
Votes Abstained |
|
Broker Non-Votes |
| 5,703,929 |
|
454,654 |
|
9,781 |
|
0 |
Although Proposals 6 and 7 were not approved by the Company’s
stockholders, the Company determined that an adjournment of the Annual Meeting was not necessary.
SIGNATURES
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: September 24, 2026 |
By: |
/s/ Adam Stedham |
|
| |
|
Adam Stedham
Chief Executive Officer and President |
