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. 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.
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/ OpenWorld files a 425 disclosing an agreement with Figure Technology Solutions to pursue tokenization of OpenWorld equity on Figure’s OPEN onchain public equity network. The companies say OpenWorld also plans to use Figure Forge to bring private credit assets onchain and to list alongside a proposed NASDAQ listing as part of a pending reverse merger with VerifyMe.
The release highlights claimed institutional-grade infrastructure, realtime settlement, lending/cross-collateralization features on OPEN, and cites regulatory clarity from the SEC and CFTC as supportive context.
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. entered a First Amendment to its Agreement and Plan of Merger with VRME Subsidiary Corp. and Open World, Ltd., effective as of April 13, 2026. The amendment extends the merger outside date from June 30, 2026 to August 31, 2026. The amendment is attached as Exhibit 2.1.
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. seeks shareholder approval to complete a merger with Open World Ltd. that would leave VerifyMe as the surviving public company renamed OpenWorld, Inc. The transaction is structured as a reverse merger in which OpenWorld securityholders are expected to own the majority of the combined company. Closing is conditioned on VerifyMe stockholder approval, OpenWorld shareholder approval, SEC effectiveness of this Form S-4 registration statement, Nasdaq listing approval for the shares to be issued, and other customary conditions. The parties currently expect to complete the merger by August 31, 2026. The merger agreement includes a $500,000 termination fee in certain circumstances and a $400,000 expense reimbursement in specified failure-to-close scenarios.