Welcome to our dedicated page for VerifyMe SEC filings (Ticker: VRME), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
VerifyMe, Inc. filings document the regulatory record for an operating company with Precision Logistics and Authentication business segments. The disclosures cover financial results, material-event reports, material agreements, shareholder voting matters, governance items, and capital-structure information tied to the company's common stock.
VRME's recent Form 8-K filings include results of operations, Regulation FD materials, annual meeting vote results, Nasdaq minimum bid price notices, and related compliance disclosures. Transaction-related filings also document material agreements and securities-law communications while preserving formal records of the company's reporting and governance obligations.
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 filed an amended Form S-4 to register shares of its common stock to be issued as merger consideration in a business combination with Cayman Islands-based Open World Ltd. Under the merger, VerifyMe’s subsidiary will merge into OpenWorld, which will become a wholly owned subsidiary and the Nevada parent will be renamed OpenWorld, Inc.
If completed, VerifyMe will issue approximately 122,691,832 shares of common stock to OpenWorld securityholders, including about 17,282,779 shares equivalent for $3,550,000 of OpenWorld SAFEs. Advisory firm Maxim is entitled to a $6 million fee based on a $200 million enterprise value, with $1 million paid in cash and roughly $5 million in cash or stock at the combined company’s election.
Post-merger, based on shares outstanding on August 7, 2026, OpenWorld securityholders are expected to own about 87.75% of the fully diluted equity, Maxim about 2.25% (if paid in shares), and existing VerifyMe holders about 10%. VerifyMe had 13,165,196 common shares outstanding as of the record date. The combined company’s stock is expected to trade on Nasdaq under the ticker “OPNW”, and the transaction will be accounted for as a reverse acquisition with OpenWorld treated as the acquirer.
VerifyMe, Inc. President and Chief Executive Officer Adam H. Stedham reported beneficial ownership of 1,171,674 shares of VerifyMe common stock, representing 8.4% of the outstanding class, over which he holds sole voting power and sole dispositive power.
This stake consists of 440,908 shares held directly, 550,000 restricted stock units convertible into shares within 60 days, 28,592 vested RSUs payable in shares upon his separation as a director, and 152,174 shares issuable from a presently convertible $175,000 8% Convertible Subordinated Promissory Note at $1.15 per share. He became a 5%-plus beneficial owner on August 1, 2026, when the 550,000 RSUs became convertible within 60 days under amended vesting terms linked to a pending merger with Open World Ltd.
VerifyMe, Inc. (VRME) has filed an amended Form S-4 to register shares of common stock to be issued as consideration in its proposed stock-for-stock merger with Open World Ltd. Merger Sub, a wholly owned VerifyMe subsidiary, will merge into OpenWorld, which will become a wholly owned subsidiary, and VerifyMe will be renamed OpenWorld, Inc.
The filing registers up to 136,631,729 shares of common stock for issuance primarily to OpenWorld shareholders and SAFE holders, with additional shares possibly issuable to Maxim Group LLC as part of its advisory fee. Based on current structures and assumptions, OpenWorld securityholders are expected to own about 87.75% of the fully diluted combined company, Maxim about 2.25%, and existing VerifyMe holders about 10%, so VerifyMe investors will be significantly diluted but retain their existing share count.
Maxim’s advisory fee is 3.0% of a referenced $200 million transaction enterprise value, or an estimated $6 million, with $1 million in cash at closing and roughly $5 million in cash or stock at the combined company’s election. The transaction is intended to qualify as a tax-free reorganization under Section 368(a), will be accounted for as a reverse acquisition with OpenWorld as the accounting acquirer, and requires approvals from VerifyMe stockholders, OpenWorld shareholders, Nasdaq and certain regulators. VerifyMe also seeks charter amendments, including authorization of 500,000,000 shares of a new “Blockchain Common Stock” class to support future tokenized equity strategies.
VerifyMe, Inc. is asking stockholders to approve a business combination with Open World Ltd. that would make OpenWorld a wholly owned subsidiary and rename VerifyMe as OpenWorld, Inc. The merger contemplates issuance of up to 152,876,943 shares of combined-company common stock as merger consideration and anticipates pro forma ownership of approximately 87.75% to OpenWorld securityholders, 2.25% to Maxim Group (if paid in stock), and 10% to current VerifyMe stockholders. The Registration Statement on Form S-4/A and related proxy seek VerifyMe stockholder approval of a share issuance (Nasdaq Listing Rule 5635), related charter amendments (including authorization of a new class of "blockchain common stock"), accelerated vesting of certain VerifyMe equity awards, and other merger-related actions. The merger is conditioned on customary closing items including stockholder approvals, SEC effectiveness of the Form S-4, Nasdaq listing approval, certain regulatory clearances, and other closing conditions; the parties currently expect to complete the merger by August 31, 2026.
VerifyMe, Inc. CEO and President Adam H. Stedham reported routine equity compensation activity. On 6/19/2026, restricted stock units that convert into common stock on a one-for-one basis vested, and he acquired 68,028 shares of common stock through a derivative exercise.
To cover tax withholding obligations on the RSU vesting, 21,897 common shares were withheld rather than sold in the market. Following these transactions, Stedham directly held 469,500 shares of VerifyMe common stock. He also holds an 8% Convertible Promissory Note due 2026 that is currently convertible into 152,174 common shares at $1.15 per share and maintains restricted stock units representing 550,000 underlying common shares, some of which vest upon a future merger or by September 30, 2026.
VerifyMe, Inc. filed a Current Report to disclose a Second Amendment to its Agreement and Plan of Merger with Open World Ltd. dated June 4, 2026. The Amendment revises the definition of Fully Diluted Company Shares to expressly include Open World ordinary shares issuable under any existing agreements to issue Equity Interests. The Company attached the Amendment as Exhibit 2.1 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. filed an Amendment No. 1 to a Form S-4/S‑4 proxy statement to register shares to be issued in a proposed merger with Open World Ltd. The merger would result in OpenWorld surviving as a wholly owned subsidiary of VerifyMe, after which VerifyMe would be renamed OpenWorld, Inc.
The proxy describes an exchange of OpenWorld ordinary shares, SAFEs and options for VerifyMe common stock, pro forma ownership expectations (approximately 87.75% OpenWorld securityholders, 2.25% Maxim Group, 10% current VerifyMe stockholders assuming a $200 million enterprise value), and that the transaction is expected to close by August 31, 2026, subject to customary closing conditions including stockholder approvals and SEC effectiveness.
VerifyMe, Inc. reports a sharply weaker quarter as it restructures its business and pursues a transformative merger. Net revenue for the three months ended March 31, 2026 fell to $1.77 million from $4.46 million, mainly after losing its prior carrier partner for ProActive services.
Despite lower volume, gross margin improved to 54% as cost of revenue declined, but the company still posted a net loss of $679 thousand, similar to the prior year. Cash and cash equivalents were $3.52 million with total assets of $12.12 million and no borrowings under the PNC revolving credit facility.
The company agreed to merge with Open World Ltd., after which existing VerifyMe holders are expected to own about 10% of the combined company and Open World investors about 90%, subject to multiple closing conditions, a reverse stock split and Nasdaq listing approval. VerifyMe also received a Nasdaq notice that its share price fell below the $1.00 minimum bid requirement, creating delisting risk if compliance is not regained. Subsequent to quarter-end, it collected the $2.0 million ZenCredit note plus interest, strengthening liquidity.