Opening the filing
8-K/A
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Explanatory Note This Amendment No. 1 on Form 8-K/A (the “Amendment”)
amends the Current Report on Form 8-K filed by OpenWorld, Inc. (f/k/a VerifyMe, Inc.) (the “Company”) with the U.S. Securities and Exchange Commission on September 30, 2026 (the “Original 8-K”). This Amendment is being filed solely to correct certain inadvertent errors in the Introductory Note of the Original 8-K. Specifically, the Original 8-K incorrectly stated (i) that holders of equity interests in Legacy OpenWorld were issued 11,621,124 shares of common stock, when the correct amount that holders of equity interests in Legacy OpenWorld were issued was 11,686,124 shares of common stock, and (ii) that certain business partners and consultants Legacy OpenWorld was contractually obligated to issue warrants upon the Combined Company’s successful listing on Nasdaq were issued warrants exercisable for an aggregate of 100,000 shares of common stock, when the correct amount that certain business partners and consultants Legacy OpenWorld was contractually obligated to issue warrants upon the Combined Company’s successful listing on Nasdaq were issued warrants exercisable for an aggregate of 300,000 shares of common stock. No other changes are being made to the Original 8-K.
Introductory Note
As previously disclosed, on February 11, 2026, VerifyMe, Inc., a Nevada corporation (the “Company,” “we” or “us”) entered into an Agreement and Plan of Merger (as subsequently amended, the “Merger Agreement”) with VRME Subsidiary Corp., a Nevada corporation and wholly owned subsidiary of the Company (“Merger Sub”), and Open World Ltd., a Cayman Islands exempted company (“Legacy OpenWorld”).
On September 30, 2026, in accordance with the terms of the Merger Agreement, among other things, Merger Sub merged with and into Legacy OpenWorld, with Legacy OpenWorld surviving the merger as a wholly owned direct subsidiary of VerifyMe (the “Merger”). The Merger closed and became effective at 11:00 a.m., Eastern Time, on September 30, 2026 (the “Effective Time”), at which time our business became primarily the business conducted by Legacy OpenWorld. We are now 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.
In connection with the completion of the Merger, we changed our name from “VerifyMe, Inc.” to “OpenWorld, Inc.”
by filing a Certificate of Amendment to our Amended and Restated Articles of Incorporation, as amended, with the Nevada Secretary of State on September 29, 2026, which will be effective October 1, 2026.
The Company prior to the consummation of the Merger is referred to in this Current Report on Form 8-K (this “Report”) as “VerifyMe” and, following the consummation of the Merger, is referred to in this Report as the “Combined Company.” All references in this Report to the “Board”
refer to the board of directors of VerifyMe, prior to the consummation of the Merger, or the Combined Company, following the consummation of the Merger, as applicable.
The stockholders of VerifyMe previously voted to approve the issuance of the shares of VerifyMe common stock to Legacy OpenWorld securityholders, and any associated change of control therewith, at an annual meeting of stockholders held on September 24, 2026.
At the effective time of the Merger, each outstanding ordinary share of Legacy OpenWorld was converted into a share of VerifyMe common stock at a ratio of 1:77.27. As a result of the Merger and the issuance of the merger consideration, immediately upon the effective time of the Merger:
(i) holders of equity interests in Legacy OpenWorld were issued 11,686,124 shares of common stock, held options assumed by the Combined Company exercisable for an additional 2,096,093 shares of common stock, and owned approximately 85.48% of the fully diluted equity of the Combined Company; (ii) certain business partners and consultants Legacy OpenWorld was contractually obligated to issue warrants upon the Combined Company’s successful listing on Nasdaq were issued warrants exercisable for an aggregate of 300,000 shares of common stock; (iii) Maxim Partners LLC, who served as financial advisor to Legacy OpenWorld, was issued 361,082 shares of common stock and owned approximately 2.25% of the fully diluted equity of the Combined Company; and (iv) holders of equity interests in VerifyMe continued to hold 1,425,154 shares of common stock, equity interest convertible into an aggregate of 179,657 share of common stock, and owned approximately 10% of the fully diluted equity of the Combined Company. Immediately after giving effect to the Merger, there were approximately 13,407,360 shares of Combined Company common stock issued and outstanding with an aggregate of 16,048,110 shares issuable on a fully diluted basis.
These numbers includes shares of common stock that we issued upon vesting and settlement of certain outstanding VerifyMe equity awards at the effective time of the Merger.
We registered the issuance of our common stock to Legacy OpenWorld securityholders in the Merger on a Registration Statement on Form S-4, as amended, filed with the Securities and Exchange Commission (the “SEC”) (File No. 333-295079) (the “Registration Statement”).