VerifyMe, Inc.

What they do

VerifyMe operates through two segments: Precision Logistics (nearly all revenue) and Authentication. Precision Logistics uses a proprietary software platform (PeriTrack dashboard) to provide predictive analytics and real-time visibility for shipping of perishable healthcare and food products, offering ProActive and Premium service models. Authentication provides brand protection technologies to deter counterfeiting.

Revenue drivers

• ProActive Services — Clients pay VerifyMe directly for carrier service plus logistics assistance; this was a major revenue source until the prior carrier partner agreement was terminated in September 2025, contributing to the revenue decline.
• Premium Services — Clients use their own carrier rates while VerifyMe adds monitoring, analytics, and exception management; includes 'white label' arrangement (charged by carrier) and Direct Premium (charged by VerifyMe).
• Direct Premium Services — A subset of Premium services where VerifyMe charges clients directly; continues to be offered to customers using the legacy carrier partner, and is being expanded to the new Strategic Partner.

Recent performance

In Q1 2026, revenue was $1.8 million, down 60% from $4.5 million in Q1 2025, primarily due to the loss of ProActive revenue from the prior carrier partner. Gross profit was $1.0 million with a 54% margin, up from 33% year-over-year, reflecting a favorable service mix and process improvements. Net loss was $(0.7) million, slightly wider than the $(0.6) million loss in Q1 2025. Cash was $3.5 million at March 31, 2026, and working capital was $5.1 million.

Strategy

Management is transitioning customers from the legacy shipping partner to a new Strategic Partner, having fully implemented ProActive services in Q1 2026 and working to integrate technology to offer Premium services in Q2 2026. Key Premium customers are being moved to the Direct Premium model to retain them. The company is also pursuing a merger with Open World, Ltd. via an Agreement and Plan of Merger dated February 11, 2026.

Risks

• Nasdaq delisting risk — Received a deficiency letter on April 17, 2026 for bid price closing below $1.00 for 30 consecutive days; failure to regain compliance could lead to delisting, harming liquidity and capital-raising ability.
• Customer concentration and transition risk — Revenue decline follows termination of agreements with the prior carrier partner; the ability to retain customers and grow revenue depends on successful integration and adoption of the new Strategic Partner.
• Merger completion risk — The merger with Open World is subject to closing conditions, including stockholder approvals and regulatory clearances; if not completed by August 31, 2026, the agreement may be terminated, and VerifyMe could owe a $500,000 termination fee or $400,000 expense reimbursement.
• Operational scalability risk — While gross margins improved in Q1 2026, revenue is at a low level ($1.8 million quarterly); if the company cannot grow revenue quickly, it may not achieve profitability or maintain adequate cash reserves.

Outlook

Management expects to begin broadly offering Premium and Direct Premium services to customers of the new Strategic Partner in the second quarter of 2026. They are focused on completing technology integrations and growing revenue by transitioning legacy customers and adding new ones. A shareholder call is planned after the Form S-4 registration statement for the merger is declared effective.