false
0001104038
0001104038
2026-10-01
2026-10-01
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): |
October 1, 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 7.01 Regulation FD Disclosure.
As previously disclosed,
on February 11, 2026, VerifyMe, Inc., a Nevada corporation (the “Company,” “we” or “us”) entered into
an Agreement and Plan of Merger (as subsequently amended, 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 (“Legacy
OpenWorld”).
On October 1, 2026, we issued a press release
announcing, among other things, the closing of the Merger. The press release is furnished as Exhibit 99.1 to this Current Report on Form
8-K and incorporated herein by reference, except that the information contained on the websites referenced in the press release is not
incorporated herein by reference.
The information in this Item 7.01, including Exhibit
99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended,
or the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any
filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release dated October 1, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: October 1, 2026 |
/s/ Jennifer Cola |
| |
Name: |
Jennifer Cola |
| |
Title: |
Chief Financial Officer |
Exhibit 99.1
OpenWorld and VerifyMe Complete Business Combination,
Establish Leading Tokenization Platform for Digitization of Real-World Assets
Effective at market open on October 1, 2026,
OpenWorld will trade on NASDAQ as “OPNW”
Digital assets veteran Matthew Shaw to lead
combined company as Chairman and Chief Executive Officer as it advances institutional-grade real-world asset tokenization
LAS VEGAS--(BUSINESS
WIRE)--OpenWorld, Inc. (“OpenWorld” or the “Company”) an innovation company advancing global real-world asset
tokenization, today announced the completion of its business combination with VerifyMe, Inc. (NASDAQ: VRME) (“VerifyMe”) Effective
October 1, 2026, the combined company will change its name to “OpenWorld, Inc.” In connection with the name change, the Company’s
common stock is expected to begin trading on NASDAQ under the ticker symbol “OPNW” at market open on October 1, 2026. OpenWorld
also intends to pursue a dual listing on Figure OPEN, a blockchain-based trading platform, which the Company expects to have live by November
2026.
“At VerifyMe, our primary objective has always been to create
market value for our shareholders, and this merger represents the clearest path to achieving that objective,” said Adam Stedham,
former Chief Executive Officer of VerifyMe. “With OpenWorld’s real-world asset tokenization capabilities, we can provide our
shareholders direct exposure to a business with a far larger opportunity ahead than we could have pursued independently.”
OpenWorld is building the infrastructure to bring real-world assets
on-chain, helping transform the cash flows of operating businesses and physical assets into investable, transparent financial products.
Through OpenWorld Enterprise, the Company combines financial structuring and blockchain infrastructure to support the development, issuance,
and distribution of tokenized real-world assets for institutional investors.
“Tokenizing the cash flows of some of the world’s most
dynamic businesses has the potential to dramatically shift how companies finance their operations and how investors access yield,”
said Matthew Shaw, Chief Executive Officer. “We believe bringing OpenWorld’s platform to a broader set of investors as a publicly
traded company is a significant milestone in the path to more accessible global markets.”
CEO and Chairman, Matthew Shaw and Group President, Russ McMeekin bring
complementary leadership expertise to OpenWorld, with Mr. Shaw having co-founded multiple technology and crypto companies and serving
as a director on several tier-1 token projects, and Mr. McMeekin having spent more than a decade as a senior executive at Honeywell International,
including as President of its Internet and Advanced Software business.
Advisors
Maxim Group LLC is serving as the exclusive financial advisor to OpenWorld.
Latham & Watkins LLP is serving as counsel to OpenWorld.
Harter Secrest & Emery LLP is serving as counsel to VerifyMe.
About OpenWorld
OpenWorld is a technology-powered digital assets and blockchain innovation
company that co-architects and takes principal positions in enterprise blockchain initiatives alongside sovereign governments, institutional
partners, and major enterprises. Since its founding in 2023, OpenWorld has advised on projects representing over $66 billion in aggregate
network value and supported more than 20 companies backed by leading global venture firms, including a16z, Multicoin Capital, Dragonfly,
and Founders Fund. OpenWorld’s capabilities span real-world asset tokenization, stablecoin infrastructure, capital markets advisory,
governance structuring, and public markets strategy, with active engagements across the Gulf, Europe, Australia, and Southeast Asia. To
learn more, visit 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 press release 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,” “believes,” “continue,” “expect,” “plan,”
“could,” “commence,” “may,” “will,” “should,” “potential,” and
other words of similar meaning. Examples of forward-looking statements include, among others, statements regarding, whether the combined
company’s equity securities will be successfully tokenized on Figure OPEN and the anticipated benefits thereof; the expected name
and trading symbol of the combined company; the integration of the businesses of VerifyMe and OpenWorld; the anticipated benefits, costs
and accounting treatment of the merger; the development, commercialization and regulatory treatment of tokenized real-world assets and
blockchain infrastructure; the combined company’s ability to maintain its Nasdaq listing; future revenue, profitability, liquidity
and capital needs; the availability of financing following termination of the GEM financing arrangements; the value, liquidity, custody
and regulatory treatment of digital assets; customer concentration; cybersecurity and third-party service providers. Each forward-looking
statement contained in this press release 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: the inability to realize expected benefits
of the Merger; transaction and public-company costs; changes in laws, regulations or regulatory interpretations affecting digital assets,
tokenization, securities, commodities, money transmission, sanctions or privacy; volatility and illiquidity in digital asset markets;
concentration of customers and revenue; dependence on key personnel and third-party providers; cybersecurity incidents; accounting judgments,
purchase-price allocation and internal-control matters; the Company’s ability to obtain financing and satisfy Nasdaq requirements;
and the risks and uncertainties identified under any documents OpenWorld has or may file with the SEC from time to time.
OpenWorld cautions investors not to place considerable reliance on
the forward-looking statements contained in this press release. You are encouraged to read OpenWorld’s 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 OpenWorld undertakes no obligation to update or revise any of these statements except as required by applicable law. OpenWorld’s
business is subject to substantial risks and uncertainties, including those referenced above. Investors, potential investors, and others
should consider these risks and uncertainties.
Contacts
IR@verifyme.com
Media
Gasthalter & Co.
Phone: (212) 257-4170
Email: openworld@gasthalter.com
