OpenWorld, Inc. (NASDAQ: OPNW) has completed a merger with Blocksight Holdings Co., a Delaware corporation, and announced a registered direct offering of securities to raise approximately $3.5 million.
The merger, which became effective on October 27, 2026, at 1:29 p.m. Eastern Time, involved OpenWorld Subco (US) Inc. merging with and into Legacy Blocksight. As a result, Legacy Blocksight became a wholly owned subsidiary of OpenWorld, referred to as Blocksight. The aggregate purchase price for the transaction was 641,924 shares of OpenWorld common stock, equal to 4% of the company's fully diluted capitalization.
In connection with the merger, OpenWorld issued restricted share subscription agreements to the Sellers. Of the 641,924 shares issued, 275,110 shares are subject to vesting restrictions. These restricted shares vest monthly starting on the 22-month anniversary of the closing and continuing until the 36-month anniversary, contingent upon the continued employment of the Sellers by Blocksight or its affiliates.
Additionally, OpenWorld entered into employment agreements with Patrick Kim and Sungmeen Hong. Mr. Kim, who will serve as Blocksight’s Chief Executive Officer, is entitled to a base salary of approximately $250,000 annually, a one-time signing bonus of $357,350, and additional cash bonuses totaling $1,071,050. Mr. Hong, appointed as Chief Product Officer, will receive a base salary of approximately $350,000 annually, a one-time signing bonus of $142,650, and additional cash bonuses totaling $427,950. Both executives are entitled to retention bonuses payable at the 24- and 36-month anniversaries of their employment effective dates.
Separately, OpenWorld announced a registered direct offering priced at-the-market under Nasdaq rules. The company entered into a securities purchase agreement with a single institutional investor for the purchase and sale of 2,517,985 shares of common stock or pre-funded warrants, along with Series A and Series B warrants to purchase up to the same number of shares. Each share and accompanying warrant is being sold for a combined purchase price of $1.39. The Series A warrants have an exercise price of $1.53 per share and will expire five years from the date of shareholder approval. The Series B warrants have an exercise price of $1.39 per share and will expire eighteen months from the date of shareholder approval, subject to a call option by the Company under specific trading volume and price conditions.
The gross proceeds from the offering are expected to be approximately $3.5 million, before deducting placement agent fees and other estimated expenses. The offering is expected to close on or about October 30, 2026. OpenWorld intends to use the net proceeds for RWA growth initiatives, working capital, and general corporate purposes.
