425: VerifyMe Urges Vote for Blockchain Stock Proposal

VerifyMe is urging shareholders to vote FOR Proposal 6, the Blockchain Common Stock Proposal, a critical step for its proposed merger with OpenWorld and dual listing on Figure OPEN and Nasdaq.

Summary

• VerifyMe is strongly encouraging its shareholders to vote in favor of Proposal 6, the Blockchain Common Stock Proposal, at the upcoming Annual Meeting of Shareholders on September 24, 2026.
• Approval of Proposal 6 is a crucial step for the proposed merger between VerifyMe and Open World Ltd. (OpenWorld).
• This proposal would authorize a new class of Blockchain Common Stock, enabling the combined company's equity to be listed on Figure Technology Solutions, Inc.'s Onchain Public Equity Network (Figure OPEN) in addition to its anticipated Nasdaq listing.
• Shareholders can cast their votes online, by phone, or by mail by September 23, 2026, or attend the virtual meeting on September 24, 2026.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive development, highlighting a strategic move towards modern capital markets and potential enhanced liquidity, though dependent on shareholder approval and market acceptance of new technologies.

Positives

• Potential for greater flexibility and expanded market access for shareholders through the Figure OPEN listing.
• Opportunity for enhanced liquidity by opening the combined company's equity to a broader investor base in onchain markets.
• Anticipated around-the-clock trading capabilities for eligible investors.
• Expectation of faster and more transparent settlement due to onchain record-keeping.
• Positions the combined company at the forefront of modern capital markets.
• Establishes a foundation for public companies to engage with next-generation capital markets.

Negatives

• The success of the Figure OPEN listing is contingent on shareholder approval of Proposal 6.
• Potential for increased regulatory scrutiny on tokenized securities.
• Market acceptance of tokenized securities is not guaranteed.
• The proposed business combination could disrupt current plans and operations due to management diversion.
• Costs associated with the proposed business combination.

Risks

• Failure to obtain necessary shareholder approval for Proposal 6.
• The occurrence of any event that could lead to the termination of the merger agreement.
• The inability of the parties to complete the proposed business combination due to various conditions not being met.
• Increased regulatory scrutiny on tokenized securities and potential lack of broad market acceptance.
• Disruption of current plans and operations due to the merger process.
• Costs related to the proposed business combination.
• Changes in applicable laws or regulations.
• Risks and uncertainties identified in VerifyMe's Annual Report on Form 10-K.

Future Outlook

The company anticipates a dual listing on Figure OPEN and Nasdaq following the completion of its proposed merger with OpenWorld, contingent on shareholder approval of Proposal 6. The success of this dual-market approach and its benefits are subject to various risks and market acceptance.

Management Comments

• Approval of Proposal 6 by VerifyMe shareholders would represent an important step toward realizing the broader vision behind the proposed merger with OpenWorld.
• Bringing the combined companys equity to Figure OPEN alongside its Nasdaq listing would position us at the forefront of modern capital markets.
• We urge shareholders to support that vision by voting FOR Proposal 6 today.
• Approval of Proposal 6 would give the combined company the flexibility to pursue this dual-market approach and establish a foundation for how public companies can engage with the next generation of capital markets.

Industry Context

StockSavvy.ai notes that this filing reflects a growing trend in the financial industry to explore blockchain technology for public equity markets, aiming to enhance liquidity, accessibility, and efficiency. The proposed dual listing on a traditional exchange (Nasdaq) and an onchain public equity network (Figure OPEN) represents an innovative approach to capital markets infrastructure.

Corporate Governance

Legal Proceedings

• The filing mentions the potential institution or outcome of legal proceedings against VerifyMe or OpenWorld following the announcement of the merger agreement.

Stakeholder Impact

• Shareholders: Potential for greater flexibility, expanded market access, enhanced liquidity, and around-the-clock trading capabilities if the Figure OPEN listing is successful. Also face risks associated with the merger and new technologies.
• Employees: Potential impact on operations and company strategy due to the merger and new capital markets approach.
• Creditors: No direct impact mentioned, but overall company financial health post-merger could be relevant.

Next Steps

• Shareholders to vote on Proposal 6 at the Annual Meeting.
• Completion of the proposed merger between VerifyMe and OpenWorld, subject to shareholder approval and other conditions.
• Pursuit of a dual listing on Figure OPEN and Nasdaq for the combined company's equity.

Key Dates

Recommendation

StockSavvy.ai recommends a 'hold' based on this filing. While the strategic vision of a dual listing on Nasdaq and Figure OPEN is innovative and potentially beneficial for liquidity and market access, its success is contingent on shareholder approval and market acceptance of tokenized securities. Significant risks remain, including regulatory hurdles and integration challenges. Investors should await further developments and clarity on the merger's completion and the actual implementation of the dual listing before considering a buy or sell decision.

Keywords

Blockchain Common Stock, Figure OPEN, Merger, Annual Meeting, Shareholder Vote, Tokenization, Capital Markets, Nasdaq Listing