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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): |
February 11, 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. ¨
| Item 1.01 | Entry into a Material Definitive Agreement. |
Agreement and Plan
of Merger
On February 11, 2026,
VerifyMe, Inc., Nevada corporation (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”)
with 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”). Upon the terms and subject to the satisfaction of the conditions described
in the Merger Agreement, 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”). At the effective time of the Merger (the “Effective Time”), (i) each
holder of ordinary shares of Open World outstanding immediately prior to the effective time of the Merger (excluding holders of Dissenting
Shares, as defined in the Merger Agreement) will be entitled to receive the number of shares of common stock of the Company, par value
$0.001 per share (the “Company Common Stock”), based on the Exchange Ratio as defined in the Merger Agreement (the “Exchange
Ratio”), (ii) each investor in Open World Simple Agreements for Future Equity (“Open World SAFEs”) outstanding immediately
prior to the Effective Time will be entitled to receive a right to a number of shares of Company Common Stock based on the Exchange Ratio
and (iii) any outstanding option to purchase shares of Open World shall be converted into an option to purchase the number of shares of
Company Common Stock based on the Exchange Ratio.
Immediately following
the closing of the Merger (the “Closing), pre-Closing stockholders of the Company are expected to collectively retain approximately
10% of the post-Closing aggregate number of shares of Company Common Stock and holders of Open World ordinary shares and Open World SAFEs
will receive as merger consideration newly issued shares of Company Common Stock representing approximately 90% of the post-Closing aggregate
number of shares of Company Common Stock.
The Merger Agreement
contains customary representations, warranties and covenants of the Company, Merger Sub and Open World, including, among others, (i) covenants
requiring each of the Company and Open World to conduct its business in the ordinary course during the period between the execution of
the Merger Agreement and the Closing or earlier termination of the Merger Agreement, subject to certain exceptions, (ii) covenants prohibiting
the Company and Open World from engaging in certain kinds of transactions during such period (without the prior written consent of the
other), and (iii) a covenant restricting the Company and Open World from activities relating to the soliciting, initiating, encouraging,
inducing or facilitating the communication, making, submission or announcement of any alternative acquisition proposals or inquiries.
The Merger Agreement
also requires the Company, in cooperation with the Open World, to prepare and file with the Securities and Exchange Commission (the “SEC”)
a registration statement on Form S-4 that will contain a proxy statement relating to a Company stockholder meeting to be held in
connection with the Merger (the “Registration Statement”) and pursuant to which shares of Company Common Stock will be registered
under the Securities Act of 1933, as amended (the “Securities Act”), to be issued by virtue of the Merger and the contemplated
transactions thereunder. The Company shall use its reasonable best efforts to (i) cause the Registration Statement to comply with applicable
rules and regulations promulgated by the SEC, (ii) cause the Registration Statement to become effective as promptly as practicable, and
(iii) keep the Registration Statement effective as long as is necessary to consummate the Merger and the contemplated transactions thereunder.
In addition, under the Merger Agreement, the parties agreed to other customary provisions including (i) obtaining requisite stockholder
approval to consummate the Merger and the contemplated transactions thereunder, (ii) obtaining regulatory approvals from relevant governmental
authorities, (iii) indemnifying the directors and officers of the Company for a period of six years following the Closing, (iv) completing
certain disclosure obligations required by the SEC and listing requirements promulgated by the Nasdaq Capital Market (“Nasdaq”),
(v) electing or appointing to the positions of officers and directors of Company and the surviving corporation certain persons designated
by Open World, and (vi) executing employment agreements between the Company and Adam Stedham and Jennifer Cola.
Pursuant to Merger Agreement, the Company has
also agreed to enter into a Registration Rights Agreement and an Exchange Agent Agreement in forms reasonably acceptable to Open World
and the Company at Closing.
Closing of the Merger is subject to various customary
closing conditions. Each party’s obligations to effect the Merger and otherwise consummate the contemplated transactions thereunder
are conditioned upon (i) the effectiveness of the Registration Statement on Form S-4, (ii) expiration or termination of applicable regulatory
waiting periods, (iii) no restraints from any governmental authority preventing the consummation of the contemplated transactions under
the Merger Agreement, (iv) the Company and Open World obtaining their respective requisite stockholder votes to consummate the transactions
contemplated by the Merger Agreement, (v) the Company causing its PeriShip subsidiary to terminate its current credit facility, (vi) the
Company effectuating a reverse stock split upon the request of Open World, (vii) Nasdaq’s approval of the Company’s Nasdaq
listing application for the post-Merger entity, (viii) receipt of written approval of the Merger by the Cayman Islands Trade and Business
Licensing Board, and (ix) execution of the Registration Rights Agreement. The Company’s and Merger Sub’s obligations to effect
the Merger and otherwise consummate the contemplated transactions thereunder are further conditioned upon customary closing conditions.
Open World’s obligations to effect the Merger and otherwise consummate the contemplated transactions thereunder are further conditioned
upon customary closing conditions as well as (i) the Company having Closing Net Cash, as defined in the Merger Agreement, of no less than
$1 million, and (ii) the Company Common Stock having not been delisted from Nasdaq.
In connection with and subject to the Closing
of the Merger, outstanding time-based and performance-based restricted stock awards and restricted stock units held by certain employees
and directors of the Company at Closing will accelerate and vest, regardless of any performance conditions, at the Effective Time.
At the Closing of the Merger, pursuant to the
Merger Agreement, each of David Edmonds, Marshall Geller, Howard Goldberg, and Adam Stedham are expected to resign as directors on the
Company’s board of directors (the “Board”).
The foregoing description
of the Merger Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full
text of the Merger Agreement, which is attached as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Stockholder Support
Agreements
In connection with the
Merger Agreement, certain stockholders of the Company representing approximately 14% or more of the voting power in the aggregate of the
Company Common Stock, including the Company’s directors and officers (the “Supporting Stockholders”), executed Stockholder
Support Agreements (the “Support Agreements”), pursuant to which they agreed to vote their shares of Company Common Stock,
including any shares of capital stock or other equity securities of the Company that they purchase or with respect to which they otherwise
acquire sole or shared voting power (including any proxy) (the “Support Agreement Shares”) after the execution of Support
Agreement and prior to its expiration pursuant to its terms, in favor of the issuance of Company Common Stock in accordance with Nasdaq
Listing Rule 5635 (the “Issuance Proposal”), (ii) any matter that could reasonably be expected to facilitate the Issuance
Proposal, (iii) against any other proposed action, agreement, transaction or other matter that is intended to, or would reasonably be
expected to, impede, interfere with, delay, postpone, discourage or adversely affect the approval or consummation of the Issuance Proposal
or the consummation of any or all of the other transactions contemplated by the Merger Agreement; and (iv) to approve any proposal to
adjourn or postpone the meeting to a later date, if there are not sufficient votes for the approval of the Issuance Proposal on the date
on which such meeting is held.
The Support Agreements
also contain restrictions on transfer of Support Agreement Shares held by the Supporting Stockholders. The Support Agreements will terminate
upon the earliest to occur of the following events: (a) the effective time of the approval of the Issuance Proposal, (b) the termination
of the Merger Agreement in accordance with its terms or (c) upon mutual written agreement of the parties to the Support Agreements.
The foregoing description
of the Support Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full
text of the form of Support Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein
by reference.
Important Statement
Regarding the Merger Agreement
The Merger Agreement
and the agreements and forms of agreements contemplated thereunder have been included to provide investors and security holders with information
regarding their terms. They are not intended to provide any other factual information about the parties or their respective subsidiaries
and affiliates. The Merger Agreement contains representations and warranties by the
Company and Merger Sub, on the one hand, and by Open World on the other hand, made solely for the benefit of the other. The
Company’s stockholders are not third-party beneficiaries under the Merger Agreement and should not rely on the representations,
warranties, covenants and agreements, or any descriptions of those provisions, as characterizations of the actual state of facts or conditions
of the parties to the Merger Agreement or any of their respective subsidiaries or affiliates. The assertions embodied in those
representations and warranties are qualified by information in confidential disclosure schedules delivered by each party in connection
with the signing of the Merger Agreement. Moreover, certain representations and warranties in the Merger Agreement were made as of a specified
date, may be subject to a contractual standard of materiality different from what might be viewed as material to stockholders or may have
been used for the purpose of allocating risk between the Company and Merger Sub, on the one hand, and Open World, on the other hand. Accordingly,
the representations and warranties in the Merger Agreement are not necessarily characterizations of the actual state of facts about the
Company, Merger Sub or Open World at the time they were made or otherwise. In addition, information concerning the subject matter of the
representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully
reflected in the Company’s public disclosures.
Important Additional
Information and Where to Find It
In connection with the
proposed transaction, the Company will file the Registration Statement to register the shares of Company Common Stock to be issued in
connection with the proposed transaction. The Registration Statement will include a proxy statement/prospectus, which, once declared effective
by the SEC, will be sent to the Company’s stockholders seeking their approval of their respective transaction-related proposals. The
Merger Agreement and the agreements and forms of agreements contemplated thereunder should not be read alone but should instead be read
in conjunction with the other information regarding the Merger Agreement, the Company, the Merger Sub, Open World, and their respective
affiliates and respective businesses, that will be contained in, or incorporated by reference into, the Registration Statement and the
proxy statement/prospectus of the Company, as well as in the Forms 10-K, Forms 10-Q and other filings that the Company makes with the
SEC. INVESTORS AND STOCKHOLDERS OF THE COMPANY 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
THE COMPANY, THE MERGER SUB, OPEN WORLD, THE MERGER AND RELATED MATTERS.
Investors and stockholders
will be able to obtain free copies of the Registration Statement, including the proxy statement/prospectus contained therein, and other
documents filed by the Company with the SEC (when they become available) through the website maintained by the SEC at www.sec.gov. In
addition, investors and stockholders will be able to obtain free copies of the Registration Statement, including the proxy statement/prospectus
contained therein, and other documents filed by the Company with the SEC by contacting the Company by mail at VerifyMe, Inc., 801 International
Parkway, Fifth Floor, Lake Mary, Florida 32746, Attention: Corporate Secretary. Investors and stockholders are urged to read the Registration
Statement and the other relevant materials when they become available and before making any investment decision with respect to the Merger.
Participants in the
Solicitation
The Company and certain
of its directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company's stockholders
with respect to the proposed transaction under the rules of the SEC. Information about the Company's directors and executive officers
and their ownership of the Company's securities is set forth in the Company's Revised Definitive Proxy Statement on Schedule 14A for its
2025 annual meeting of stockholders, filed with the SEC on September 8, 2025 (the “2025 Proxy”). To the extent that holdings
of Company securities have changed since the amounts printed in the 2025 Proxy, such changes have been or will be reflected on Statements
of Change in Ownership on Form 3 or Form 4 filed with the SEC. 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, will
be set forth in the proxy statement/prospectus and other materials to be filed with the SEC in connection with the proposed transaction
when they become available.
No Offer or Solicitation
This Current Report on
Form 8-K 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. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section
10 of the Securities Act.
| Item 1.02 | Termination of a Material Definitive Agreement |
As previously disclosed,
on March 6, 2025, the Company entered into an At-The-Market Sales Agreement (the “Sales Agreement”) with Roth Capital Partners,
LLC (the “Sales Agent”), pursuant to which the Company could issue and sell, from time to time, shares of its common stock
up to an aggregate offering price of $15.8 million (the “ATM Program”).
On February 11, 2026,
the Company provided the Sales Agent written notice of its decision to terminate the ATM Program and pursuant to Section 12(b) of the
Sales Agreement, the ATM Program and Sales Agreement will terminate on February 16, 2026.
Following the termination
of the Sales Agreement, the Company may not offer or sell any additional shares of Common Stock under the Sales Agreement. From March
6, 2025, and as of the date of this filing the Company has not sold any shares of common stock through the ATM Program.
The foregoing description
of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of
which was filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission
on May 13, 2025, and is incorporated by reference herein.
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amended and Restated
Employment Agreement with Adam Stedham
In connection with the
Merger Agreement, on February 11, 2026, the Company entered into an Amended and Restated Employment Agreement with Adam Stedham, effective
as of the Effective Time of the Merger. As of the Effective Time, and subject to the Closing of the Merger, Mr. Stedham is expected to
resign as a director, Chief Executive Officer and President to become the President of Precision Logistics (the “Stedham Employment
Agreement”). Mr. Stedham’s expected resignation as a director, Chief Executive Officer
and President is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies
or practices.
For additional information
about Mr. Stedham, please see the information concerning Mr. Stedham set forth under the heading “Proposal
One: Election of Directors” in the 2025 Proxy, which was filed with the Commission on September 8, 2025, and which information
about Mr. Stedham is hereby incorporated by reference.
Pursuant to the Stedham
Employment Agreement, Mr. Stedham will receive an annual base salary of $300,000 and be eligible for an annual bonus for each calendar
year, with a potential up to 50% of his base salary based on performance goals set by the Board of Directors each year. Mr. Stedham shall
be eligible to receive equity-based compensation award(s), as determined by the Board (or a subcommittee thereof), from time to time.
The Stedham
Employment Agreement is for an initial term of one year and will thereafter be “at-will”, and may be terminated by
either party during the initial term. If terminated by Mr. Stedham for good reason, or by the Company without cause prior to the 6-month
anniversary of the Effective Time, then Mr. Stedham shall be entitled to an amount equal to his Base Salary that would have otherwise
been paid until the conclusion of the initial term. If the qualifying termination occurs after the 6-month anniversary of the Effective
Time, then Mr. Stedham shall be entitled to an amount equal to six (6) months of his Base Salary.
Employment Agreement
with Jennifer Cola
In connection with the
Merger Agreement, on February 11, 2026, the Company entered into an Employment Agreement with Jennifer Cola, effective as of the Effective
Time. As of the Effective Time, and subject to the Closing of the Merger, Ms. Cola is expected to continue in her position as Chief Financial
Officer of the Company (the “Cola Employment Agreement”).
For additional information
about Ms. Cola, please see the information concerning Ms. Cola set forth under the heading “Management
and Executive Officers” in the 2025 Proxy, which was filed with the Commission on September 8, 2025, and which information about
Ms. Cola is hereby incorporated by reference.
Pursuant
to the Cola Employment Agreement, Ms. Cola will receive an annual base salary of $180,000 and be eligible for an annual bonus for
each calendar year ending during the employment period, with a potential up to 50%
of her base salary based on performance goals set by the Board of Directors each year.
Ms. Cola shall be eligible to receive equity-based compensation award(s), as determined by the Board (or a subcommittee thereof), from
time to time. In addition, in connection with and subject to entering into the Cola Employment Agreement, the Compensation Committee of
the Board approved the grant on the Effective Time of 130,000 restricted stock awards under the Company’s 2020 equity incentive
plan, which shall vest on the Effective Time.
The Cola Employment Agreement
is for an initial term of one year and will thereafter be “at-will”, and may be terminated by either party during the initial
term. If terminated by Ms. Cola for good reason, or by the Company without cause prior to the 6-month anniversary of the Effective Time,
then Ms. Cola shall be entitled to an amount equal to her Base Salary that would have otherwise been paid until the conclusion of the
initial term. If the qualifying termination occurs after the 6-month anniversary of the Effective Time, then Ms. Cola shall be entitled
to an amount equal to six (6) months of her Base Salary.
Other
than as disclosed in Item 1.01 and this Item 5.02, there are no arrangements or understandings between Mr. Stedham, Ms. Cola, or any other
person pursuant to which he or she was appointed as the President of Precision Logistics and Chief Financial Officer of the Company, respectively.
Neither Mr. Stedham, nor Ms. Cola, nor any of his or her immediate family has been a party to any transaction with the Company, nor is
any such transaction currently proposed, that would be reportable under Item 404(a) of Regulation S-K. There are no family relationships
between Mr. Stedham or Ms. Cola, and any of the directors and executive officers of the Company.
The foregoing description of the Stedham Employment
Agreement and Cola Employment Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference
to, the full text of the Stedham Employment Agreement and Cola Employment Agreement, which are attached as Exhibit 10.3 and 10.4 to this
Current Report on Form 8-K, respectively, and are incorporated herein by reference.
Jennifer Cola Severance
Period
In connection with the Merger, on February 11,
2026, the Board approved the grant of a severance period for Ms. Cola effective immediately and which will expire upon the Effective Time
of the Merger (the “Severance Period”), whereby Ms. Cola will receive a continuation of her base salary and benefits for a
period of six months if she is terminated without cause during the Severance Period.
Acceleration of Restricted
Stock Units
On February 11, 2026,
the Compensation Committee of the Board approved the accelerated vesting of 550,000 unvested performance-based restricted stock units
granted to Mr. Stedham on June 19, 2023; 24,000 unvested restricted stock units granted to Ms. Cola on May 19, 2025; 75,000 unvested performance-based
restricted stock units granted to Fred G. Volk, III on June 30, 2024; and 120,000 unvested performance-based restricted stock units granted
to Nancy Meyers on July 20, 2023. As approved by the Compensation Committee, each award shall vest and be payable in shares of Company
Common Stock upon the earliest to occur of (i) Effective Time of the Merger or (ii) September 30, 2026, regardless of whether any performance
conditions of such awards have been met, unless such awards have vested prior to such time pursuant to their terms.
Item 7.01.
Regulation FD Disclosure.
Attached as Exhibit 99.1
is a copy of the joint press release issued by the Company and Open World on February 12, 2026 announcing the entry into the Merger Agreement.
The information in this
Item 7.01, including Exhibit 99.1 attached hereto, is being furnished, shall not be deemed “filed” for any purpose, and
shall not be deemed incorporated by reference in any filing under the Securities Act or the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), except as expressly set forth by specific reference in such a filing.
Cautionary Note regarding
Forward-Looking Statements
This Current Report on
Form 8-K 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,” “expect,”
“plan,” “could,” “may,” “will,” “shall,” “should,” “intend,”
and other words of similar meaning. Examples of forward-looking statements include, among others, statements regarding the closing and
effective time of the Merger, the timing and filing of a Registration Statement on Form S-4 and related proxy materials, the timing and
effectiveness of employment agreements with Mr. Stedham and Ms. Cola, and the accelerated vesting of certain restricted stock units. Each
forward-looking statement contained in this Current Report on Form 8-K (and the associated exhibits attached hereto) 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 the Company or Open World
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 the Company, 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 announcement and consummation of the proposed business combination; (5) the ability to
recognize the anticipated benefits of the proposed business combination; (6) costs related to the proposed business combination; (7) changes
in applicable laws or regulations; and (8) the risks and uncertainties identified under the headings “Item 1A. Risk Factors”
in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 12, 2025 (as
amended), and “Item 1A. Risk Factors” in the Company’s subsequently filed Quarterly Reports on Form 10-Q, as well as
other information the Company has or may file with the SEC, including those disclosed under Item 8.01 of this Current Report on Form 8-K.
We caution investors
not to place considerable reliance on the forward-looking statements contained in this Current Report on Form 8-K (and the associated
exhibits attached hereto). You are encouraged to read our 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 we undertake no obligation
to update or revise any of these statements except as required by applicable law. Our business is subject to substantial risks and uncertainties,
including those referenced above. Investors, potential investors, and others should consider these risks and uncertainties. We do not
give any assurance that the Company will achieve its expectations by the transactions contemplated in the Merger Agreement or otherwise.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
|
Description |
| 2.1* |
|
Agreement and Plan of Merger dated February 11, 2026, by and among VerifyMe, Inc., VRME Subsidiary Corp., and Open World, Ltd. |
| 10.1* |
|
Form of Company Stockholder Support Agreement dated February 11, 2026 |
| 10.2#* |
|
Amended and Restated Employment Agreement with Adam Stedham dated February 11, 2026 and subject to effectiveness |
| 10.3#* |
|
Employment Agreement with Jennifer Cola dated February 11, 2026 and subject to effectiveness |
| 99.1 |
|
Press Release dated February 12, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Certain schedules, exhibits and similar attachments have been omitted
pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish supplementally a copy of any omitted schedule or exhibit to the
Securities and Exchange Commission or its staff upon request.
# Denotes management compensation plan or contract
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: February 12, 2026 |
By: |
/s/ Adam Stedham |
| |
|
Adam Stedham |
| |
|
Chief Executive Officer |
Exhibit 99.1
Open World and VerifyMe Sign Definitive Merger
Agreement
Agreement sets the foundation
for a NASDAQ-listed institutional-grade real-world asset tokenization company
LAKE MARY, Fla., February 12, 2026 – (BUSINESS WIRE) –
VerifyMe, Inc. (NASDAQ: VRME) (“VerifyMe”), a provider of authentication and precision logistics technologies and Open World
Ltd. (“Open World”), a blockchain infrastructure and real-world asset (“RWA”) tokenization platform, today announced
the execution of an Agreement and Plan of Merger (“Agreement”). The merger positions the combined entity as a leading infrastructure
provider in the digital asset and tokenization sector.
“We are pleased to announce the next step in our plan to merge
with Open World to align our complementary strengths,” said Adam Stedham, CEO of VerifyMe. “We believe the combined platform
will deliver durable infrastructure and governance that supports digital asset innovation and long-term shareholder value.”
The combined entity is expected to focus on token listings, regulated
digital asset infrastructure, enterprise-grade compliance frameworks and institutional RWA tokenization across multiple jurisdictions.
“This agreement represents a meaningful inflection point for
both organizations,” said Matt Shaw, co-founder and CEO of Open World. “As institutional demand for regulated digital asset
infrastructure continues to accelerate, bringing together complementary capabilities enables us to operate at the scale and governance
standards required for real-world asset tokenization to transition from early adoption into mainstream financial markets.”
The announcement builds on Open World’s previously disclosed
initiatives, including the establishment of its national-scale RWA Center of Excellence in Saudi Arabia, as well as the company’s
infrastructure collaboration with Abstract to support regulated, infrastructure-grade assets.
RWA tokenization activity continues to gain momentum in the United
States and Saudi Arabia, with significant asset classes expected to be brought onto the Open World platform as regulatory clarity advances
and institutional participation expands.
Upon closing, the merger is expected to result in the combined company
being listed on The Nasdaq Capital Market (“Nasdaq”) under a new ticker symbol, subject to satisfying certain customary closing
conditions, including the receipt of approvals from VerifyMe’s shareholders and the listing of the combined company’s common
stock on Nasdaq. The boards of both companies have unanimously approved the signing of the Agreement. Regulatory filings with the U.S.
Securities and Exchange Commission (“SEC”) and Nasdaq, as well as shareholder approvals, are anticipated by the second quarter
of 2026, subject to customary conditions and review processes. Additional details regarding transaction structure and timing are expected
to be disclosed in future filings.
The Agreement contains customary representations, warranties and covenants
made by VerifyMe and Open World, including covenants that both parties exercise commercially reasonable efforts to cause the transactions
contemplated by the Agreement to be completed, indemnification of directors and officers, and restrictions on VerifyMe’s and Open
World’s conduct of their respective businesses between the date of signing of the Agreement and the closing.
VerifyMe’s board of directors has approved the termination of
its at-the-market equity program, aligning capital structure considerations with the proposed transaction and long-term strategic priorities.
Advisors
Advisors to the transaction include Maxim Group LLC, which is serving
as the exclusive financial advisor to Open World. Latham & Watkins LLP is serving as counsel to Open World. Harter Secrest & Emery
LLP is serving as counsel to VerifyMe.
About Open World
Open World has been a major driving force behind many of the most iconic
projects in blockchain. Given its expertise, Open World is now expanding its offerings to traditional finance (TradFi). Open World has
facilitated the inception and growth of more than 20 companies since 2023 and has helped launch over $65 billion in aggregate network
value since (at peak FDV). Open World advises founding teams as they navigate the most complex intersections of financial regulatory,
tokenomics, public markets, exchange strategy and governance structuring. The teams Open World advises are partners with leading venture
capital firms, including a16z, Multicoin Capital, Dragonfly and Founders Fund. The firm’s range of services includes token launch
advisory, DATs and TradFi strategies, RWA tokenization, stablecoin issuance, policy advocacy and strategic advisory work. To learn more,
visit https://www.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/.
Forward-Looking Statements
This release contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. The words “believe,” “expected,” “upon,”
“will,” “anticipate,” “intend,” “plan” and similar expressions, as they relate to Open
World and VerifyMe, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our
current expectations and projections about future events and financial trends that we believe may affect our financial condition, results
of operations, business strategy and financial needs. Important factors that could cause actual results to differ from those in the forward-looking
statements include the uncertainty of whether the merger will close and, upon closing, whether the expected benefits of the merger will
be realized. These risk factors and uncertainties include those more fully described in VerifyMe’s Annual Report and Quarterly Reports
filed with the SEC, including under the heading titled “Risk Factors.” Should one or more of these risks or uncertainties
materialize, or should any of our underlying assumptions prove incorrect, actual results may vary materially from those currently anticipated.
Any forward-looking statement made herein speaks only as of the date of this release. Factors or events that could cause actual results
to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update
any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by
law.
Important Additional Information and Where to Find It
In connection with the proposed transaction, VerifyMe will file with
the SEC a registration statement on Form S-4 (the “Registration Statement”) to register the shares of VerifyMe common stock,
par value $0.001 per share, to be issued in connection with the proposed transaction. The Registration Statement will include a proxy
statement/prospectus, which, once declared effective by the SEC, will be sent to VerifyMe’s stockholders seeking their approval
of the respective transaction-related proposals. 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, OPEN WORLD, THE MERGER AND RELATED MATTERS.
Investors and stockholders will be able to obtain free copies of the
Registration Statement, including the proxy statement/prospectus contained therein, 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, investors and stockholders will be
able to obtain free copies of the Registration Statement, including the proxy statement/prospectus contained therein, and other documents
filed by VerifyMe with the SEC by contacting VerifyMe by mail at VerifyMe, Inc., 801 International Parkway, Fifth Floor, Lake Mary, Florida
32746, Attention: Corporate Secretary. Investors and stockholders are urged to read the Registration Statement and the other relevant
materials when they become available and before making any investment decision with respect to the 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's stockholders with respect to the proposed transaction under the
rules of the SEC. Information about VerifyMe's directors and executive officers and their ownership of VerifyMe's securities is set forth
in VerifyMe’s Revised Definitive Proxy Statement on Schedule 14A for its 2025 annual meeting of stockholders, filed with the SEC
on September 8, 2025 (the “2025 Proxy”). To the extent that holdings of VerifyMe securities have changed since the amounts
printed in the 2025 Proxy, such changes have been or will be reflected on Statements of Change in Ownership on Form 3 or Form 4 filed
with the SEC. 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, will be set forth in the proxy statement/prospectus
and other materials to be filed with the SEC in connection with the proposed transaction when they become available.
No Offer or Solicitation
This 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. No offering of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Media Contact
Company: Open World Ltd.
Email: openworld@wachsman.com
Company: VerifyMe, Inc.
Email: IR@verifyme.com
