VerifyMe (NASDAQ: VRME) revises Open World merger share calculation

Rhea-AI Filing Summary

VerifyMe, Inc. has updated the terms of its planned merger with Open World Ltd. The company, its merger subsidiary, and Open World signed a second amendment to their Agreement and Plan of Merger on June 4, 2026.

The amendment changes the definition of “Fully Diluted Company Shares” to include all Open World ordinary shares that could be issued under any existing agreements to issue equity interests. This revision affects how Open World’s total share count is measured for the merger, which can influence the final ownership split once the transaction closes.

Insights

M&A and capital structure analyst

VerifyMe fine-tunes how Open World’s shares are counted for the pending merger.

The amendment broadens the definition of Open World’s “Fully Diluted Company Shares” to include ordinary shares issuable under existing equity agreements. This focuses on making sure all contractual equity obligations are reflected in the merger share calculations.

Including these additional potential shares can alter the relative ownership percentages between VerifyMe and Open World stakeholders, even though no new consideration terms are detailed here. Future merger-related disclosures may clarify how this revised calculation affects final post‑merger ownership.

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

Merger amendment date: June 4, 2026 Commission File Number: 001-39332 Exhibit number for amendment: Exhibit 2.1 +1 more

4 metrics

Merger amendment date June 4, 2026 Second Amendment to Agreement and Plan of Merger

Commission File Number 001-39332 VerifyMe SEC registration reference

Exhibit number for amendment Exhibit 2.1 Second Amendment to the Agreement and Plan of Merger

Form type 8-K Current report describing merger amendment

Key Terms

Agreement and Plan of Merger, Fully Diluted Company Shares, Equity Interests, wholly-owned subsidiary, +1 more

5 terms

Agreement and Plan of Merger financial

"entered into an Agreement and Plan of Merger, as amended by the first amendment to the Agreement and Plan of Merger"

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.

Fully Diluted Company Shares financial

"the definition of Fully Diluted Company Shares was revised to include the aggregate number of Open World ordinary shares"

Equity Interests financial

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

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.

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/A regulatory

"incorporated herein by reference from Exhibit 2.3 to the Company’s Registration Statement on Form S-4/A, filed on June 8, 2026"

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Understanding 8-K Material Events →

false 0001104038 0001104038 2026-06-04 2026-06-04 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): 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 its merger with Open World?

VerifyMe signed a second amendment to its merger agreement with Open World. The change revises the definition of “Fully Diluted Company Shares” to capture additional Open World shares issuable under existing equity agreements, refining how ownership will be calculated at closing.

How does the new amendment affect Open World’s fully diluted shares?

The amendment expands “Fully Diluted Company Shares” to include Open World ordinary shares issuable under any existing agreements to issue equity interests. This means more potential shares are counted when determining Open World’s total diluted share base for the merger calculations.

Why is counting fully diluted shares important in the VerifyMe–Open World merger?

Fully diluted shares determine how many potential shares are considered when setting exchange ratios and ownership splits. By including shares from existing equity agreements, the parties aim to ensure the merger reflects all contractual equity obligations associated with Open World.

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

The agreement involves VerifyMe, Inc., its wholly owned Nevada subsidiary VRME Subsidiary Corp., and Open World Ltd., a Cayman Islands exempted company. Under the structure, VRME Subsidiary Corp. will merge into Open World, which will then become a wholly owned subsidiary of VerifyMe.

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

The complete second amendment is filed as Exhibit 2.1. It is incorporated by reference from Exhibit 2.3 to VerifyMe’s Registration Statement on Form S-4/A, which the company filed on June 8, 2026, and can be accessed through SEC filings.

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