8-K: VerifyMe to Merge with Open World, Forming Digital Asset Powerhouse

VerifyMe, Inc. and Open World Ltd. announced a definitive merger agreement to create a Nasdaq-listed institutional-grade real-world asset tokenization company.

Summary

• VerifyMe, Inc. (VRME) entered into an Agreement and Plan of Merger with VRME Subsidiary Corp. and Open World Ltd. on February 11, 2026.
• Upon the merger, VRME Subsidiary Corp. will merge into Open World, making Open World a wholly-owned subsidiary of VerifyMe.
• Pre-Closing VerifyMe stockholders are expected to collectively retain approximately 10% of the post-Closing aggregate number of shares of VerifyMe Common Stock.
• Holders of Open World ordinary shares and Open World Simple Agreements for Future Equity (SAFEs) will receive newly issued shares of VerifyMe Common Stock, representing approximately 90% of the post-Closing aggregate number of shares.
• Any outstanding options to purchase shares of Open World will be converted into options to purchase VerifyMe Common Stock based on an Exchange Ratio.
• The merger is intended to qualify as a reorganization within the meaning of Section 368(a) of the U.S. federal income tax code.
• VerifyMe's At-The-Market (ATM) Sales Agreement with Roth Capital Partners, LLC, which allowed for the sale of up to $15.8 million in common stock, will terminate on February 16, 2026, with no shares sold under the program since March 6, 2025.
• VerifyMe's PeriShip subsidiary is required to terminate its current credit facility with PNC Bank as a condition for the merger.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a strategically positive move for VerifyMe, pivoting into a high-growth sector with a strong partner. However, the significant dilution for existing shareholders and the numerous closing conditions introduce execution risk.

Positives

• The merger positions the combined entity as a leading infrastructure provider in the digital asset and tokenization sector.
• The combined platform is expected to deliver durable infrastructure and governance that supports digital asset innovation and long-term shareholder value.
• The new entity will focus on token listings, regulated digital asset infrastructure, enterprise-grade compliance frameworks, and institutional real-world asset (RWA) tokenization across multiple jurisdictions.
• The announcement builds on Open World's previously disclosed initiatives, including a national-scale RWA Center of Excellence in Saudi Arabia and infrastructure collaboration with Abstract.
• RWA tokenization activity is gaining momentum in the United States and Saudi Arabia, with significant asset classes expected to be brought onto the Open World platform as regulatory clarity advances and institutional participation expands.

Negatives

• Existing VerifyMe shareholders are expected to experience significant dilution, collectively retaining only approximately 10% of the post-Closing aggregate number of shares of VerifyMe Common Stock.
• VerifyMe's At-The-Market (ATM) Sales Agreement, a potential source of capital, is being terminated.
• VerifyMe's PeriShip subsidiary must terminate its current credit facility, which could require alternative financing arrangements.
• VerifyMe may be required to effect a reverse stock split upon the request of Open World, with a ratio in the range of 1:2 to 1:10, which can sometimes be perceived negatively by the market.

Risks

• The occurrence of any event, change, or other circumstances that could give rise to the termination of the Merger Agreement or could otherwise cause the transaction to fail to close, including the failure to obtain stockholder approval necessary to complete the Merger.
• The institution or outcome of any legal proceedings that may be instituted against VerifyMe or Open World following the announcement of the Merger Agreement and the transactions contemplated therein.
• The inability of the parties to complete the proposed business combination, including due to failure to obtain approval of the securityholders of VerifyMe, certain regulatory approvals, or satisfy other conditions to closing in the Merger Agreement.
• The risk that the proposed business combination disrupts current plans and operations as a result of the announcement and consummation of the proposed business combination.
• The ability to recognize the anticipated benefits of the proposed business combination.
• Costs related to the proposed business combination.
• Changes in applicable laws or regulations.
• Risks and uncertainties identified under the headings Item 1A. Risk Factors in VerifyMe's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and subsequently filed Quarterly Reports on Form 10-Q.

Future Outlook

The combined company is expected to focus on token listings, regulated digital asset infrastructure, enterprise-grade compliance frameworks, and institutional real-world asset (RWA) tokenization across multiple jurisdictions. RWA tokenization activity is gaining momentum in the United States and Saudi Arabia, with significant asset classes expected to be brought onto the Open World platform as regulatory clarity advances and institutional participation expands.

Management Comments

• "We are pleased to announce the next step in our plan to merge with Open World to align our complementary strengths. We believe the combined platform will deliver durable infrastructure and governance that supports digital asset innovation and long-term shareholder value." Adam Stedham, CEO of VerifyMe.
• "This agreement represents a meaningful inflection point for both organizations. As institutional demand for regulated digital asset infrastructure continues to accelerate, bringing together complementary capabilities enables us to operate at the scale and governance standards required for real-world asset tokenization to transition from early adoption into mainstream financial markets." Matt Shaw, co-founder and CEO of Open World.

Industry Context

StockSavvy.ai notes that this merger aligns with the growing trend of traditional finance (TradFi) integrating with blockchain technology, particularly in the burgeoning real-world asset (RWA) tokenization sector. The focus on regulated digital asset infrastructure and enterprise-grade compliance positions the combined entity to capitalize on increasing institutional demand and regulatory clarity in markets like the U.S. and Saudi Arabia, where RWA tokenization is gaining significant momentum. This move could enable the combined company to become a key player in bridging the gap between conventional financial markets and the decentralized digital economy.

Comparison to Industry Standards

• The combined entity aims to operate at "the scale and governance standards required for real-world asset tokenization to transition from early adoption into mainstream financial markets."
• Adam Stedham's and Jennifer Cola's compensation will be reviewed to ensure it is "competitive with similarly situated executives in the industry."
• Directors and officers insurance will be provided "in amounts and for a term consistent with industry standards."

Management Changes

Corporate Governance

Legal Proceedings

• No Proceeding involving VerifyMe, its Subsidiaries, or their respective Affiliates, directors, managers, officers or employees relating to applicable Anti-Corruption Laws is pending or, to the knowledge of VerifyMe, threatened.
• No Proceeding involving Open World, its Subsidiaries, or their respective Affiliates, directors, managers, officers or employees relating to applicable Anti-Corruption Laws is pending or, to the knowledge of Open World, threatened.

Related Party Transactions

• Amended and Restated Employment Agreement between VerifyMe and Adam Stedham, effective upon the merger.
• Employment Agreement between VerifyMe and Jennifer Cola, effective upon the merger.
• The filing states that, as of the date of the agreement, there are no other related party transactions with current or former executive officers, directors, or 5% beneficial owners of VerifyMe or its subsidiaries that would be required to be disclosed under Item 404 of Regulation S-K and have not been disclosed in VerifyMe's SEC filings.

Stakeholder Impact

• Shareholders (VerifyMe): Will experience significant dilution, retaining approximately 10% of the combined entity, but gain exposure to the high-growth digital asset and RWA tokenization sector.
• Shareholders (Open World): Will become majority owners (~90%) of a Nasdaq-listed company, providing access to public markets and increased liquidity.
• Employees (VerifyMe): Key executives like Adam Stedham will transition to new roles, and certain employees/directors will have unvested equity awards accelerate. New employment agreements are in place for key personnel.
• Customers/Suppliers: The combined entity aims to be a leading infrastructure provider, potentially offering expanded services and a more robust platform.
• Creditors (VerifyMe's PeriShip subsidiary): The existing credit facility with PNC Bank must be terminated, requiring new arrangements or repayment.

Next Steps

• VerifyMe to prepare and file a registration statement on Form S-4 with the SEC, including a proxy statement, as promptly as practicable.
• VerifyMe to use reasonable best efforts to cause the Registration Statement to become effective and keep it effective as long as necessary.
• VerifyMe to obtain requisite stockholder approval for the merger and related transactions.
• Open World to obtain requisite shareholder approval.
• Obtain regulatory approvals from relevant governmental authorities, including the Cayman Islands Trade and Business Licensing Board.
• Nasdaq's approval of VerifyMe's Nasdaq listing application for the post-Merger entity.
• VerifyMe to cause its PeriShip subsidiary to terminate its current credit facility with PNC Bank.
• VerifyMe to effect a reverse stock split upon Open World's request (ratio 1:2 to 1:10), in accordance with parameters approved by stockholders on October 8, 2025.
• Execution of a Registration Rights Agreement and an Exchange Agent Agreement at Closing.
• Elect or appoint certain persons designated by Open World to officer and director positions of the Company and the surviving corporation.
• Adam Stedham and Jennifer Cola to enter into employment agreements with the Company, effective as of the Effective Time of the Merger.
• Regulatory filings with the SEC and Nasdaq, as well as shareholder approvals, are anticipated by the second quarter of 2026.

Key Dates

Recommendation

The merger represents a significant strategic pivot for VerifyMe into the high-growth digital asset and RWA tokenization sector, which could unlock substantial long-term value. However, the substantial dilution for existing VerifyMe shareholders (retaining only 10% of the combined entity) and the inherent execution risks associated with integrating two companies and navigating a complex regulatory landscape warrant a cautious approach. Investors should hold to observe the successful completion of the merger, the integration process, and the initial performance of the combined entity in its new strategic direction before making further investment decisions.

Keywords

Merger, Digital Assets, Tokenization, Real-World Assets, Blockchain, SEC Filing, Corporate Governance, Nasdaq Listing, VerifyMe, Open World, VRME, Financial Technology, FinTech