VerifyMe, Inc. amended its Form S-4 solely to replace Exhibit 5.1, the opinion of Harter Secrest & Emery LLP, and Exhibit 23.3, the firm’s consent included in that opinion. The registration statement was declared effective on August 12, 2026; the prospectus and the balance of Part II remain unchanged and are omitted from this amendment.
VerifyMe, Inc. (VRME) reported merger-related financial information for its proposed combination with Open World Ltd. (OpenWorld), including OpenWorld’s audited 2025 and 2024 statements and pro forma combined information for the year ended December 31, 2025 and six months ended June 30, 2026.
OpenWorld revenue was $35,748,499 in 2025 versus $39,626,473 in 2024; its net result changed from $25,046,569 income to a $20,229,064 loss. The 2025 statements report $35,446,519 in net other expense, including fair-value losses on crypto assets, investments and receivables. Operating cash flow was $3,773,316, and year-end cash was $729,422, compared with $6,251,118 and $4,025,185, respectively, in 2024. A contract amendment resulted in $4,549,500 of incremental 2025 cost of sales.
VerifyMe stockholders approved merger-related proposals on September 24, 2026. OpenWorld’s year-end notes describe expected post-closing ownership of approximately 90% for OpenWorld shareholders and 10% for VerifyMe legacy holders, on a fully diluted basis. Those notes list customary closing conditions, including VerifyMe maintaining a minimum cash balance of $1,000,000 at closing.
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) is soliciting shareholder support for Proposal 6, the Blockchain Common Stock Proposal, which would enable the combined company after its proposed merger with Open World Ltd. to pursue a listing of its equity on Figure Technology Solutions’ Onchain Public Equity Network, Figure OPEN. This listing is intended to complement, not replace, the anticipated Nasdaq listing, offering eligible investors an additional venue to acquire, hold, and trade shares, including activity beyond traditional market hours. The company states the Figure OPEN listing is expected to expand market access and provide potential benefits such as enhanced liquidity, faster settlement, and greater transparency through blockchain-based infrastructure, while remaining subject to the same SEC reporting, governance standards, and investor protections applicable to the anticipated Nasdaq listing.
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. (VRME) announced that its Board of Directors declared a special cash dividend of $0.15 per share on its common stock. The dividend will 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 the dividend is conditioned on the closing of the previously announced proposed merger with Open World Ltd., which remains subject to VerifyMe stockholder approval and other closing conditions. Subject to the merger closing, the dividend is expected to be payable on October 2, 2026 to stockholders of record as of the close of business on September 29, 2026.
VerifyMe, Inc. (VRME) filed a proxy statement/prospectus supplement describing a significant change to the financing structure tied to its proposed merger with Open World Ltd. Open World notified VerifyMe on September 14, 2026 of its intent to terminate the GEM Transaction Documents, including the GEM Share Purchase Agreement and related registration rights agreement, effective September 19, 2026.
The GEM Financing was expected to provide the combined company with up to $50.0 million of equity financing over 36 months after the Public Listing Date. The supplement clarifies that, if the GEM Transaction Documents are terminated, the combined company will not have access to that anticipated financing, and it will not issue the GEM Warrant, the Underlying Warrant Shares, or any shares in payment of the commitment fee. Various sections, including pro forma information, risk factors, ownership of the combined company, liquidity and capital resources, and contractual obligations, are updated to reflect this potential termination. If the GEM Transaction Documents are not terminated before closing, the combined company will be required to fund a $1.0 million commitment fee into escrow on the Public Listing Date and satisfy related obligations.
VerifyMe, Inc. (VRME) is urging shareholders to vote “FOR” Proposal 6, the Blockchain Common Stock Proposal, at the September 24, 2026 Annual Meeting. Approval would authorize a new class of Blockchain Common Stock and provide the corporate mechanism to bring the post-merger combined company’s equity onto Figure Technology Solutions, Inc.’s Onchain Public Equity Network (Figure OPEN) alongside its anticipated Nasdaq listing, following completion of VerifyMe’s proposed merger with Open World Ltd.
VerifyMe states that this dual-market approach is intended to let shareholders access blockchain-based market infrastructure while retaining the familiarity of a traditional Nasdaq listing. The company directs shareholders to its effective Registration Statement on Form S-4 and proxy statement/prospectus for full details on the merger and all proposals.