VerifyMe Closes Merger With OpenWorld, Becomes OpenWorld Inc.

What happened

VerifyMe, Inc. (Nasdaq: VRME) closed its merger with Open World Ltd., a Cayman Islands company, at 11:00 a.m. Eastern Time on September 30, 2026, according to a Form 8-K filed that day. The merger was originally agreed to on February 11, 2026.

In the deal, a wholly owned VerifyMe subsidiary merged into Open World Ltd., which survived as a wholly owned subsidiary of VerifyMe. The company said its business is now primarily the business previously conducted by Open World Ltd. VerifyMe described the combined company as "a technology-powered digital assets and blockchain innovation company that co-architects and takes principal positions in enterprise blockchain initiatives alongside sovereign governments, institutional partners, and major enterprises."

VerifyMe changed its name to "OpenWorld, Inc." via a Certificate of Amendment filed with the Nevada Secretary of State on September 29, 2026, effective October 1, 2026. The common stock is expected to begin trading on The Nasdaq Capital Market on a post-merger basis under the ticker symbol "OPNW" on October 1, 2026.

Before the merger closed, VerifyMe completed a one-for-ten reverse stock split on September 29, 2026. VerifyMe stockholders had voted to approve the share issuance and the associated change of control at an annual meeting on September 24, 2026.

VerifyMe shares closed at $8.98 on the event date, up 10.32% from the prior close of $8.14, according to the price data provided.

The share exchange and who owns what

Each outstanding ordinary share of Open World Ltd. converted into VerifyMe common stock at a ratio of 1:77.27. Immediately after the effective time, Open World Ltd. equity holders were issued 11,621,124 shares, held assumed options exercisable for another 2,096,093 shares, and owned roughly 85.48% of the fully diluted equity of the combined company, according to the filing.

Certain business partners and consultants of Open World Ltd. received warrants exercisable for an aggregate of 100,000 shares, which the filing says satisfied obligations Open World Ltd. had incurred under consulting and advisory agreements signed before the merger. Those warrants have an exercise price of $6.70 per share. Maxim Partners LLC, which the filing identifies as financial advisor to Open World Ltd., was issued 361,082 shares and owned about 2.25% of the fully diluted equity.

Pre-merger VerifyMe holders kept 1,425,154 shares plus equity convertible into 179,657 shares, and owned about 10% of the fully diluted equity of the combined company. Immediately after the merger, about 13,407,360 shares were issued and outstanding, with 16,048,110 shares issuable on a fully diluted basis.

The filing also describes transfer restrictions on shares issued to former Open World Ltd. ordinary shareholders, covering roughly 76% of post-merger shares outstanding. Those shares are released in stages: 10% on September 30, 2026, then 25% on day 60, 40% on day 90, 60% on day 120, 80% on day 150 and 100% on day 180 after closing. The board or a committee of disinterested directors may accelerate releases beginning on day 60 if the stock's daily volume-weighted average price equals or exceeds 120% of the closing price on October 1, 2026, for at least 20 trading days in any 30-consecutive-trading-day period, with any acceleration applying on the same terms to all similarly situated holders.

Other agreements in the filing

The combined company entered a registration rights agreement on September 30, 2026 with its directors and officers. Starting September 30, 2027, the company agreed to register their registrable securities for resale on request, filing a shelf registration statement within 30 days of a request from holders of a majority of the then-outstanding registrable securities.

The company is obligated to run only one demand registration in any 12-month period, and only has to file a shelf registration for an underwritten offering if the securities proposed to be sold are reasonably expected to total more than $20,000,000 before underwriting discounts and commissions. The registration rights end on the earlier of the third anniversary of the agreement or the date a holder no longer holds registrable securities.

The filing also states that immediately before the merger closed, VerifyMe caused its wholly owned subsidiary PeriShip Global LLC to terminate its Amended and Restated Loan Agreement with PNC Bank, National Association, dated effective October 31, 2023. The filing says no balance remained on the loan and no early termination penalties were incurred.

Separately, the filing says the "GEM financing arrangements and related registration rights agreement" of Open World Ltd. were terminated effective September 19, 2026 and were not assumed by the combined company. The filing does not describe the GEM arrangements in further detail.

What this means

A Form 8-K is the current report a US-listed company must file with the Securities and Exchange Commission when certain significant events occur — not on a fixed quarterly schedule, but when the event happens. This one carries Item 2.01, which covers the completion of a significant acquisition or disposition, plus items covering the signing and termination of material agreements, unregistered sales of equity, a change in control, officer and director changes, charter amendments and a Regulation FD disclosure. The breadth of items reflects how much happened at once.

The merger mechanics here are a reverse triangular merger: VerifyMe created a subsidiary, that subsidiary merged into Open World Ltd., and Open World Ltd. survived as a subsidiary of VerifyMe. That structure is common when the target's owners are meant to end up holding most of the combined company. Here they hold about 85.48% of the fully diluted equity, and the filing labels the transaction a change of control. The company that remains listed on Nasdaq is VerifyMe, but the business and the controlling shareholders are Open World Ltd.'s.

A reverse stock split is the opposite of the more familiar split. Instead of handing investors extra shares, it combines them: here, every ten pre-split shares became one share. Companies use it when the share count is very large and the price very low, often because a stock exchange imposes a minimum bid price for continued listing. The 1:10 ratio means the numbers in this filing — like the 100,000 warrants described as 1,000,000 shares before the split — look smaller than they would have the day before. It does not change what any investor owns in percentage terms, only how many certificates represent it.

Warrants are contracts giving the holder the right, but not the obligation, to buy a set number of shares at a set price for a set period. The 100,000 warrants here carry an exercise price of $6.70, meaning the holder can buy at $6.70 even if the stock trades higher — but is not required to do so if it does not. The filing shows why they were issued: consulting and advisory agreements signed before the merger had promised them in return for services. Those promises could not simply be cancelled by the deal, so the combined company honored them.

A shelf registration statement is a filing that lets shares be sold to the public over time rather than all at once. Companies file one so that large shareholders — here, the combined company's own directors and officers — can eventually resell their stock publicly without needing a separate SEC review for each sale. The $20,000,000 threshold for an underwritten offering, and the limit of one demand per year, exist to keep the company from absorbing unlimited legal and accounting costs every time a holder wants liquidity.

The staged release of transfer restrictions is a lock-up. When a company issues stock to the sellers in an acquisition, letting all of them sell immediately can flood the market and depress the price. Releasing the shares over roughly six months creates a schedule of available supply. VerifyMe, or now OpenWorld, has set that schedule out in percentages of the restricted holdings, not share counts, which means each holder's release scales with how much they received.

The PeriShip loan termination is the quiet part of the filing. PeriShip Global was a VerifyMe subsidiary, and it had a credit agreement with PNC Bank that the merger agreement required to be ended. The filing confirms the balance was zero, so this was the formal closing of a repaid, or never-drawn, credit line rather than a default or a restructuring. Similarly, the GEM arrangements of Open World were terminated before closing and were not carried over; the filing does not explain why they were ended earlier than the merger date.

On the next step: the filing says trading under the new ticker OPNW was set to begin October 1, 2026. That is an operational detail about identification, not a forecast about the business.