425: VerifyMe Explores Dual-Market Listing with Figure OPEN

VerifyMe, Inc. is urging shareholders to vote FOR Proposal 6 to enable a dual-market listing on Figure OPEN, aiming to enhance trading flexibility and liquidity alongside its Nasdaq listing.

Summary

• VerifyMe, Inc. is proposing a dual-market listing strategy for its combined entity following a merger with Open World Ltd. (OpenWorld).
• Shareholders are urged to vote FOR Proposal 6 at the Annual Meeting on September 24, 2026, to approve the first steps towards listing on Figure OPEN, an onchain public equity network.
• This Figure OPEN listing is intended to complement, not replace, the anticipated Nasdaq listing, offering around-the-clock trading, faster settlement, and increased transparency.
• The dual-market approach aims to expand market access and potentially enhance liquidity for eligible investors.
• The combined company will continue to adhere to SEC reporting requirements, corporate governance standards, and investor protections applicable to its Nasdaq listing.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive development, highlighting innovation in trading infrastructure while acknowledging the inherent risks of new technologies.

Positives

• Potential for enhanced liquidity by opening equity to a broader base of investors in onchain markets.
• Around-the-clock trading capabilities for eligible investors, extending beyond traditional market hours.
• Faster and more transparent settlement through blockchain-based market infrastructure.
• Expanded market access and greater flexibility for eligible investors to acquire, hold, and trade shares.
• Preserves the familiarity and accessibility of a traditional Nasdaq listing.

Negatives

• Tokenized securities may face increased regulatory scrutiny.
• Market acceptance of tokenized securities is not guaranteed.
• Potential for the proposed business combination to disrupt current plans and operations due to management diversion.
• Costs associated with the proposed business combination.

Risks

• Failure to obtain necessary stockholder approval for Proposal 6 or the merger.
• Potential for legal proceedings following the announcement of the merger agreement.
• Inability to complete the business combination due to regulatory approvals or other closing conditions.
• Disruption of current plans and operations due to the merger process.
• Failure to recognize the anticipated benefits of the proposed business combination.
• Increased regulatory scrutiny and potential lack of broad market acceptance for tokenized securities.
• Costs related to the proposed business combination.
• Changes in applicable laws or regulations.

Future Outlook

The company anticipates that the Figure OPEN listing will complement its Nasdaq listing, providing benefits such as around-the-clock trading, faster settlement, and increased transparency. The success of this dual-market approach and the realization of its benefits are subject to various risks, including regulatory acceptance and market adoption of tokenized securities.

Management Comments

• Figure OPEN has the potential to provide shareholders with expanded market access and greater flexibility while preserving the familiarity and accessibility of a traditional Nasdaq listing.
• We encourage shareholders to support this dual market approach by voting FOR Proposal 6.
• Public equities should be able to benefit from the same technological advances transforming other areas of financial markets.
• Through Figure OPEN, eligible investors would have greater flexibility in how and when they transact in the combined company's shares, supported by more efficient and transparent market infrastructure.
• We believe this approach can broaden participation in the combined company's future while demonstrating the practical value of bringing public equities onchain.

Industry Context

StockSavvy.ai notes that this move by VerifyMe and OpenWorld aligns with a growing trend in the financial industry to explore blockchain technology for enhancing traditional market functions, such as trading and settlement. The integration of onchain capabilities with established exchanges like Nasdaq represents an innovative approach to increasing market access and efficiency.

Corporate Governance

Legal Proceedings

• The possibility of legal proceedings against VerifyMe or OpenWorld following the announcement of the merger agreement is mentioned as a risk.

Stakeholder Impact

• Shareholders: Potential for expanded market access, greater flexibility, enhanced liquidity, and around-the-clock trading capabilities, alongside continued adherence to traditional market protections.
• Investors: Opportunity to participate in a dual-market system with potential for faster settlement and increased transparency.
• Regulators: Continued oversight through existing SEC reporting requirements and Nasdaq listing standards.

Next Steps

• Shareholders must vote FOR Proposal 6 at the Annual Meeting on September 24, 2026.
• If approved, VerifyMe will proceed with the first steps toward a Figure OPEN listing.
• The combined company anticipates a Nasdaq listing.

Key Dates

Recommendation

The filing outlines a strategic initiative to leverage blockchain technology for enhanced trading, which is innovative but carries significant risks related to regulatory acceptance and market adoption. While potentially beneficial, the uncertainties warrant a 'hold' recommendation until the dual-market strategy is further developed and its impact becomes clearer.

Keywords

Figure OPEN, blockchain, tokenization, dual-market listing, equity, liquidity, settlement, corporate governance