VerifyMe, Inc. has completed a merger with Legacy OpenWorld, a Cayman Islands exempted company, resulting in a change of control and a name change for the combined entity.
The merger, originally agreed upon on February 11, 2026, was finalized on September 30, 2026. At the effective time of the merger, Legacy OpenWorld merged with and into VerifyMe Subsidiary Corp., with Legacy OpenWorld surviving as a wholly owned subsidiary. Consequently, the combined company’s business is now primarily that of Legacy OpenWorld.
In connection with the merger, VerifyMe changed its corporate name to “OpenWorld, Inc.” The name change became effective on October 1, 2026, following the filing of a Certificate of Amendment to the Amended and Restated Articles of Incorporation with the Nevada Secretary of State on September 29, 2026.
Immediately following the merger, the company’s common stock began trading on The Nasdaq Capital Market under the ticker symbol “OPNW,” with a CUSIP number of 92346X305.
The merger consideration consisted of the issuance of 11,621,124 shares of common stock to Legacy OpenWorld securityholders. As a result, Legacy OpenWorld securityholders and holders of assumed options held approximately 85.48% of the fully diluted equity of the combined company. VerifyMe stockholders retained approximately 10% of the fully diluted equity. Immediately after the merger, there were approximately 13,407,360 shares of common stock issued and outstanding, with an aggregate of 16,048,110 shares issuable on a fully diluted basis.
Additionally, the company implemented a one-for-ten reverse stock split of its common stock on September 29, 2026, prior to the effective time of the merger. The reverse stock split was approved by the company’s stockholders at an annual meeting held on September 24, 2026.
Post-merger shares issued to Legacy OpenWorld ordinary shareholders are subject to transfer restrictions. Approximately 76% of the post-merger shares outstanding are restricted under a schedule that releases 10% on September 30, 2026, and increments of 15% on Days 60, 90, 120, 150, and 180 following the closing of the merger. The board of directors may accelerate the release of these restricted shares under specific market performance conditions.
On September 30, 2026, the combined company entered into a Registration Rights Agreement with its directors and officers. Under this agreement, beginning September 30, 2027, the company agreed to register for resale certain securities held by these insiders upon request, with specific obligations regarding the timing and volume of such registrations.
