VerifyMe extends outside date for Open World merger

VerifyMe, Inc. disclosed that it, its wholly owned subsidiary VRME Subsidiary Corp., and Open World Ltd. entered into a Third Amendment to their Agreement and Plan of Merger effective August 10, 2026.

Rhea-AI Filing Summary

VerifyMe, Inc. disclosed that it, its wholly owned subsidiary VRME Subsidiary Corp., and Open World Ltd. entered into a Third Amendment to their Agreement and Plan of Merger effective August 10, 2026. Under the Merger Agreement, VRME Subsidiary Corp. will merge with and into Open World, and Open World will become a wholly owned subsidiary of VerifyMe upon completion of the merger.

The Third Amendment extends the transaction’s contractual outside date from August 31, 2026 to October 31, 2026. The company attached the full Third Amendment as an exhibit and incorporated it by reference.

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, or exhibit attachments filed with this report.

Key Figures

Third Amendment effective date: August 10, 2026 Prior outside date: August 31, 2026 New outside date: October 31, 2026

3 metrics

Third Amendment effective date August 10, 2026 Effective date of the Third Amendment to the merger agreement

Prior outside date August 31, 2026 Original outside date in the merger agreement before the Third Amendment

New outside date October 31, 2026 Revised outside date for completion of the merger

Key Terms

Agreement and Plan of Merger, outside date, wholly-owned subsidiary, exempted company

4 terms

Agreement and Plan of Merger regulatory

"entered into an Agreement and Plan of Merger, as amended"

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 regulatory

"pursuant to which the outside date was extended from 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.

exempted company regulatory

"Open World Ltd., a Cayman Islands exempted company"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What merger update did VerifyMe (VRME) disclose on August 10, 2026?

VerifyMe disclosed a Third Amendment to its merger agreement with Open World Ltd. The amendment updates timing terms for the planned merger of VRME Subsidiary Corp. into Open World, which would become a wholly owned VerifyMe subsidiary upon completion.

How did VerifyMe (VRME) change the outside date for the Open World merger?

VerifyMe extended the merger agreement’s outside date from August 31, 2026 to October 31, 2026. This provides additional time for the parties to satisfy conditions required for closing the planned merger transaction.

Which entities are parties to VerifyMe (VRME)’s merger with Open World?

The merger agreement involves VerifyMe, Inc., VRME Subsidiary Corp. (a wholly owned VerifyMe subsidiary), and Open World Ltd., a Cayman Islands exempted company. VRME Subsidiary Corp. will merge into Open World under the agreement.

What structural outcome is planned in VerifyMe (VRME)’s merger with Open World?

Under the merger agreement, VRME Subsidiary Corp. will merge with and into Open World Ltd., after which Open World will survive and become a wholly owned subsidiary of VerifyMe, Inc., if the merger is completed.

Where can investors find the full text of VerifyMe (VRME)’s Third Amendment?

VerifyMe attached the Third Amendment to the Agreement and Plan of Merger as Exhibit 2.1 and incorporated it by reference, enabling investors to review the complete contractual changes to the merger terms.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/12/2026 - 02:50 PM EDT Learn about SEC filing dates

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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): August 10, 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 dated April 13, 2026, and the Second Amendment to the Agreement and Plan of Merger dated June 4, 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 August 10, 2026, the Parties entered into the third amendment (the “Third Amendment”) to the Merger Agreement effective as of August 10, 2026, pursuant to which the outside date was extended from August 31, 2026 to October 31, 2026.

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		Third Amendment to the Agreement and Plan of Merger dated August 10, 2026, by and among VerifyMe, Inc., VRME Subsidiary Corp., and Open World, Ltd.
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: August 12, 2026	By:	/s/ Adam Stedham
		Adam Stedham
		Chief Executive Officer

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-2 EXHIBIT 2.1 13.5 KB
• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB