VerifyMe (VRME) 8-K Filings

OpenWorld, Inc. dismissed MaloneBailey, LLP as its independent registered public accounting firm on October 2, 2026, and its Audit Committee approved RSM Cayman Ltd. to serve for the fiscal year ending December 31, 2026. RSM had served as independent registered public accounting firm for OpenWorld’s wholly owned direct subsidiary, Open World Ltd., before the merger closed on September 30, 2026.

MaloneBailey’s reports on OpenWorld’s consolidated financial statements for the fiscal years ended December 31, 2025 and 2024 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. OpenWorld reported no disagreements of the specified kind or reportable events with MaloneBailey during the two most recent fiscal years and the period from January 1, 2026, through October 2, 2026. It also reported no consultation with RSM on specified accounting or audit matters during those periods.

OpenWorld, Inc. announced that its subsidiary, Open World Inc., entered into a term sheet on September 27, 2026, with Beyond Limits, Inc. (BeyondAI) and Eidos Digital Assets SPC (Eidos) for a proposed intellectual property-backed financing of up to $130 million. The term sheet is non-binding except for provisions expressly stated to be binding.

The contemplated structure would have a segregated portfolio of Eidos issue digital tokens representing investor rights to payments backed by eligible BeyondAI intellectual property. Open World Inc. is expected to provide structuring, implementation, tokenization, technology integration, reporting infrastructure and operational services. The proposal remains subject to confirmatory due diligence, definitive documentation and specified conditions; there is no assurance it will close on the contemplated terms or at all.

VerifyMe, Inc. (VRME) amended its merger disclosure to correct the Legacy OpenWorld holders’ share issuance from 11,621,124 to 11,686,124 shares and the warrants for certain business partners and consultants from 100,000 to 300,000 underlying shares. The merger closed September 30, 2026; Legacy OpenWorld became a wholly owned direct subsidiary, and VerifyMe’s business became primarily Legacy OpenWorld’s business.

Immediately after closing, the combined company had approximately 13,407,360 shares issued and outstanding and 16,048,110 shares issuable on a fully diluted basis. VerifyMe effected a one-for-ten reverse stock split on September 29, 2026, and the name change to OpenWorld was scheduled to take effect October 1, 2026. Transfer restrictions covered shares representing approximately 76% of post-merger shares outstanding, with releases scheduled at stated milestones through Day 180.

VerifyMe, Inc. completed its business combination with Open World Ltd. on October 1, 2026. The combined company’s name change to OpenWorld, Inc. is effective October 1, and its common stock is expected to begin trading on Nasdaq under “OPNW” at market open. Matthew Shaw will serve as chairman and chief executive officer, with Russ McMeekin as group president.

OpenWorld intends to pursue a dual listing on Figure OPEN, a blockchain-based trading platform, which the company expects to have live by November 2026. OpenWorld says it provides financial structuring and blockchain infrastructure for institutional real-world asset issuance and distribution. Since its founding in 2023, it says it has advised on projects representing over $66 billion in aggregate network value and supported more than 20 companies. VerifyMe’s described services include specialized logistics for time- and temperature-sensitive products and brand protection and enhancement solutions. OpenWorld identifies merger-benefit realization, transaction and public-company costs, digital-asset regulation and market volatility, financing, and Nasdaq listing requirements among factors that could affect future outcomes.

VerifyMe, Inc. completed its merger with Open World Ltd. on September 30, 2026; Legacy OpenWorld survived as a wholly owned subsidiary, and the combined company’s business became primarily Legacy OpenWorld’s business. Legacy OpenWorld equity holders were issued 11,621,124 common shares and owned approximately 85.48% of fully diluted equity. Immediately after closing, the combined company had approximately 13,407,360 shares outstanding and 16,048,110 shares issuable on a fully diluted basis.

The name change to OpenWorld, Inc. is effective October 1, 2026, when common stock will begin trading as OPNW. VerifyMe effected a one-for-ten reverse stock split on September 29, 2026. Transfer restrictions cover shares representing approximately 76% of post-merger shares outstanding, with scheduled releases through Day 180. The previously declared special cash dividend of $1.50 per share, adjusted by the reverse split ratio, is payable October 2, 2026, to holders of record September 29, 2026.

Matthew Shaw became CEO and board chair; Jennifer Cola continued as CFO, Russel McMeekin became Global Corporate President, and Gerard Hernandez became Chief Accounting Officer.

VerifyMe, Inc. submitted financial information concerning its proposed merger with Open World Ltd., including unaudited pro forma combined information as of and for the six months ended June 30, 2026. VerifyMe stockholders approved merger-related proposals on September 24, 2026, after the registration statement became effective on August 12, 2026. Under the agreement, VerifyMe’s subsidiary would merge into OpenWorld, which would survive as VerifyMe’s wholly owned subsidiary, subject to the agreement’s terms and conditions.

OpenWorld’s audited 2025 revenue was $35,748,499, compared with $39,626,473 in 2024. It reported a $20,229,064 net loss in 2025, versus $25,046,569 net income in 2024; operating cash flow was $3,773,316, compared with $6,251,118. A contract amendment reducing the token supply to be delivered resulted in $4,549,500 of incremental 2025 cost of sales.

OpenWorld shareholders were expected to own approximately 90% of the combined company on a fully diluted basis, and VerifyMe’s legacy stockholders approximately 10%. The proposed seven-member board was expected to include six directors appointed by OpenWorld and one by VerifyMe. Closing conditions include VerifyMe maintaining a minimum cash balance of $1,000,000.

VerifyMe, Inc. is implementing a 1-for-10 reverse stock split, effective at 12:01 a.m. Eastern Time on September 29, 2026. The company expects its common stock to begin trading on a post-split basis under VRME when the market opens that day. Every 10 shares of common stock will be combined into one share; fractional results will be rounded up to the next whole share, and no fractional shares will be issued. The authorized common-share count, $0.001 par value, voting rights and other terms remain unchanged. Exercise prices and share counts for outstanding warrants and equity awards will be adjusted proportionately.

VerifyMe previously declared a special cash dividend of $0.15 per share for common stockholders and Series B Convertible Preferred Stock holders on an as-converted basis. Payment is conditioned on closing the proposed merger with Open World Ltd.; the merger remains subject to VerifyMe stockholder approval and other closing conditions. If the merger closes and the dividend becomes payable, the amount is adjusted for the split so each stockholder of record for the dividend is entitled to $1.50 per share.

VerifyMe, Inc. stockholders approved issuing common shares to OpenWorld ordinary-share holders, holders of OpenWorld Simple Agreement For Future Equity interests, and holders of OpenWorld options VerifyMe will assume. The shares to be issued will represent more than 20% of VerifyMe's common shares outstanding immediately before the merger; stockholders also approved the resulting change of control if the issuance constitutes one. Under the merger agreement, VRME Subsidiary Corp. would merge into OpenWorld, which would survive as VerifyMe's wholly owned subsidiary.

Stockholders elected Marshall Geller, Howard Goldberg, Scott Greenberg, Adam H. Stedham and David Edmonds to one-year terms expiring in 2027; approved named executive officer compensation on an advisory basis and an amendment increasing shares available for future issuance under the 2020 Equity Incentive Plan; and ratified MaloneBailey, LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026. They rejected, subject to merger consummation, amendments to authorize 500,000,000 shares of blockchain common stock and to permit distributions otherwise prohibited by Nevada law and change the company name to OpenWorld, Inc. The adjournment proposal passed, but VerifyMe determined an adjournment was unnecessary.

VerifyMe, Inc. (VRME) announced that its board has declared a special cash dividend of $0.15 per share, to be distributed pro rata to holders of common stock and to holders of Series B Convertible Preferred Stock on an as-converted basis. Payment of this dividend is expressly conditioned on the closing of the previously announced merger with Open World Ltd. under the existing merger agreement, which remains subject to VerifyMe stockholder approval and other closing conditions. Subject to completion of the merger, the dividend is expected to be payable on October 2, 2026 to stockholders of record at the close of business on September 29, 2026. VerifyMe also reminds stockholders that the Registration Statement on Form S‑4/A and related proxy statement/prospectus for the merger were declared effective on August 12, 2026 and encourages timely voting ahead of the scheduled September 24 annual meeting.

VerifyMe, Inc. reported Q2 2026 net revenue of $1.9 million, down from $4.5 million in Q2 2025, a 58% decline primarily driven by the loss of ProActive services revenue after a prior carrier agreement was terminated in September 2025. Gross profit fell to $1.0 million from $1.6 million, but gross margin improved to 54% from 35% due to the mix of ProActive and newer Premium services.

Operating loss widened to $0.6 million from $0.3 million, largely from higher legal costs related to a proposed merger and lower gross profit. Net loss increased to $0.5 million, or $(0.04) per diluted share, versus $0.3 million, or $(0.02) per share, a year earlier. Adjusted EBITDA was approximately $0.0 million compared to $0.3 million in Q2 2025. As of June 30, 2026, cash and cash equivalents were $5.1 million with working capital of $4.7 million, total assets of $11.4 million, and total liabilities of $1.4 million. The company is transitioning customers to a new strategic shipping partner, has launched Premium services with that partner, continues developing its Precision Logistics business, and is working toward a previously announced merger; it is not scheduling an earnings call at this time.

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.

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.

VerifyMe, Inc. reported Q1 2026 revenue of $1.8 million, down from $4.5 million in Q1 2025, a 60% decline mainly from losing ProActive services revenue after a prior carrier agreement ended in September 2025. Despite lower sales, gross profit was $1.0 million versus $1.5 million, and gross margin improved to 54% from 33% on a more profitable mix and process improvements. Operating loss widened to ($0.8) million from ($0.6) million, largely due to higher legal costs related to a proposed merger and lower gross profit. Net loss was ($0.7) million, or ($0.05) per diluted share, similar to the prior year’s per-share loss. Adjusted EBITDA was ($0.1) million compared with approximately breakeven. As of March 31, 2026, the company reported $3.5 million in cash, $5.1 million in working capital, and total assets of $12.1 million. Management highlighted full implementation of ProActive services, transitions to a new strategic shipping partner, and plans to begin offering Premium services with that partner in Q2 2026.

VerifyMe, Inc. received a notice from Nasdaq that its common stock no longer meets the Nasdaq Capital Market minimum bid price requirement of $1 per share, based on the closing bid price for the last 30 consecutive business days.

The company has a 180-day compliance period, until October 14, 2026, to regain compliance by maintaining a closing bid price of at least $1 per share for a minimum of 10 consecutive business days. If it does not regain compliance by that date, it may qualify for an additional 180-day period if it meets other Nasdaq Capital Market initial listing standards, excluding the bid price, and notifies Nasdaq of its plan to cure the deficiency.

If VerifyMe ultimately fails to meet Nasdaq’s continued listing standards, its common stock could be delisted, although the company would have the right to appeal any delisting determination to a Nasdaq hearings panel. The notice has no immediate effect on the current listing of the company’s common stock, and VerifyMe plans to monitor its share price and consider available options.

VerifyMe, Inc. has amended its planned merger with Open World Ltd. to extend the deal timeline. Under a First Amendment to the Agreement and Plan of Merger effective April 13, 2026, the outside date for completing the merger was moved from June 30, 2026 to August 31, 2026.

The structure of the transaction remains the same: VRME Subsidiary Corp. will merge with and into Open World, and Open World will become a wholly owned subsidiary of VerifyMe. The amendment is attached as an exhibit and incorporated by reference.

VerifyMe, Inc. reported sharply lower results for Q4 2025 as it transitioned ProActive clients to a new strategic shipping partner. Revenue for the quarter fell to $2.4 million from $7.7 million a year earlier, driving gross profit down to $1.2 million from $2.4 million. Gross margin percentage was 49% versus 32%, reflecting a different mix of ProActive and Premium services and cost reductions under the new shipping agreement.

Operating loss in Q4 2025 widened to $0.7 million from $0.3 million, and net loss was $0.7 million with loss per diluted share steady at $(0.05). Full-year 2025 revenue declined to $16.4 million from $24.2 million, with a net loss of $4.9 million. Adjusted EBITDA for Q4 2025 was near breakeven at $(0.1) million, and for the full year was $1.0 million. At December 31, 2025, VerifyMe reported cash of $4.4 million, working capital of $5.7 million, and 13,071,601 common shares outstanding, and it highlighted progress toward a previously announced merger agreement.

VerifyMe, Inc. entered into a definitive Agreement and Plan of Merger with its wholly owned Merger Sub and Open World Ltd., under which Open World will become a wholly owned subsidiary in an all‑stock transaction. Immediately after closing, current VerifyMe stockholders are expected to own about 10% of the combined company, while Open World shareholders and SAFE investors will receive newly issued VerifyMe common stock representing about 90% of the post-closing shares.

The deal is subject to numerous conditions, including effectiveness of a Form S-4 registration statement and proxy, required stockholder approvals, Nasdaq approval of the post-merger listing, termination of a PeriShip credit facility, a potential reverse stock split at Open World’s request, and VerifyMe meeting a minimum $1 million Closing Net Cash test. VerifyMe terminated its previously established $15.8 million at‑the‑market equity program without selling any shares.

In connection with the merger, VerifyMe agreed to new employment arrangements for Adam Stedham and Jennifer Cola, accelerated vesting of several restricted stock and RSU awards, and planned board changes, including the expected resignation of multiple directors at closing. A joint press release highlights a planned strategic focus on regulated digital-asset and real‑world asset tokenization infrastructure.

VerifyMe, Inc. announced that it has regained compliance with the Nasdaq Capital Market’s minimum bid price requirement. Nasdaq notified the company that its common stock closed at $1.00 per share or higher for 10 consecutive business days, satisfying Nasdaq Listing Rule 5550(a)(2) for continued listing. Nasdaq stated that the bid-price deficiency matter is now closed, meaning VerifyMe’s common stock remains eligible for listing on the Nasdaq Capital Market.

VerifyMe, Inc. disclosed that it received a notice from Nasdaq stating its common stock no longer meets the exchange’s minimum bid price requirement of $1 per share, because the closing bid has been below that level for 30 consecutive business days.

Under Nasdaq Listing Rule 5810(c)(3)(A), VerifyMe has a 180-day grace period, until June 10, 2026, to regain compliance by achieving a closing bid price of at least $1 per share for a minimum of 10 consecutive business days. If the company does not regain compliance by that date, it may qualify for an additional 180-day period if it meets other Nasdaq Capital Market listing standards and notifies Nasdaq of its intent to cure the deficiency.

If VerifyMe ultimately fails to satisfy the continued listing standards, its common stock could be delisted from Nasdaq, although the company would have the right to appeal a delisting determination. The notice does not immediately affect the stock’s current Nasdaq listing, and VerifyMe states it will monitor its share price and consider available options if the bid remains below $1.

VerifyMe, Inc. (VRME) filed a current report announcing it has released financial results for the three and nine months ended September 30, 2025. The company issued a press release and furnished it as Exhibit 99.1, and also posted investor presentation slides as Exhibit 99.2 to accompany an earnings conference call and webcast scheduled for 9:00 a.m. Eastern Time on November 17, 2025.

VerifyMe, Inc. reported the results of its stockholder votes. Shareholders elected four director nominees—Howard Goldberg, Scott Greenberg, Adam H. Stedham and David Edmonds—to one-year terms expiring in 2026, with vote tallies reported for each nominee. On an advisory basis, shareholders approved the compensation of the named executive officers. Shareholders ratified MaloneBailey, LLP as the independent registered public accounting firm for the fiscal year ending 2025. The board was authorized to effect, at its discretion, a reverse stock split of the common stock at a ratio between 1-for-2 and 1-for-10, and approved a corresponding amendment to the company's articles to implement the split if chosen.

VerifyMe, Inc. reports that FedEx Corporation has notified the company it will no longer be an approved FedEx preferred shipper effective September 24, 2025, and that no new preferred shipper accounts can be opened immediately. VerifyMe contested the notice but FedEx confirmed it was not sent in error.

Without preferred shipper status, VerifyMe cannot offer its Proactive services to FedEx customers, though it will continue to provide its Premium services. For the quarter ended June 30, 2025, Proactive services provided to FedEx customers made up approximately 85% of revenue and 60% of gross profits, so this change could significantly affect its business mix. The company plans to emphasize Premium offerings for FedEx customers and to offer both Proactive and Premium services through a new shipping partner.

VerifyMe, Inc. furnished a press release reporting its financial results for the three and six months ended June 30, 2025 and posted slides to the Investor section of its website to accompany an earnings conference call and webcast scheduled for 11:00 a.m. Eastern Time on August 13, 2025. The press release and slides are attached as Exhibits 99.1 and 99.2 to this Current Report; the filing states these exhibits are furnished and are not deemed "filed" for purposes of Section 18 of the Exchange Act. Exhibit 104 (interactive data) is also included.

VerifyMe, Inc. entered a Master Loan Agreement and promissory note with ZenCredit Ventures, LLC to provide up to $2,000,000 in loans. Under the agreement ZenCredit will pay quarterly interest at an annual rate of 16%. The initial promissory note has a nine-month term, at which time all accrued principal and interest become due unless VerifyMe elects to make an Additional Loan under the agreement.

The company funded the maximum amount, issuing a $2,000,000 promissory note to ZenCredit. The filing states the agreement includes customary repayment, default provisions and representations and warranties. A copy of the Loan Agreement will be included as an exhibit to the company’s upcoming quarterly report for the period ending September 30, 2025.

Filing: 8-K/A filed August 7, 2025, amending a prior Current Report.

The Company's Board approved an amendment to the Amended and Restated Bylaws effective July 8, 2025, reducing the quorum at stockholder meetings from a majority to 33 1/3% of shares entitled to vote. The amendment is filed as Exhibit 3.1 and this 8-K/A corrects a typographical error in the Initial Form 8-K; no other changes were made.

VerifyMe, Inc. (NASDAQ: VRME) filed an 8-K disclosing two material corporate events dated July 8, 2025:

• Executive transition – Item 5.02: Jennifer Cola, 55, was promoted from Vice President of Finance (appointed May 9, 2025) to Chief Financial Officer effective July 8, 2025. Her résumé includes CFO of GP Strategies Government Solutions (2024-2025) and senior audit/risk roles at Learning Technologies Group and GP Strategies Corporation (2018-2023). Compensation terms remain unchanged. Former CFO Nancy Meyers retired on July 7, 2025 and will stay on in a limited advisory capacity to ensure an orderly hand-off; the company states there were no disagreements regarding accounting or financial matters.
• Bylaw amendment – Item 5.03: The Board approved an immediate change reducing the shareholder meeting quorum threshold from a majority (>50%) of outstanding shares to 33 %. The full text is filed as Exhibit 3.1.

No financial statements, earnings data, or major transactions were included.

Investors should monitor (1) Ms. Cola’s ability to maintain financial discipline and support growth initiatives and (2) the governance impact of the lower quorum requirement, which may ease meeting logistics but could dilute minority shareholder influence.