VerifyMe, Inc. — Form 8-K Summary
Report date: September 28, 2026. This 8-K provides information about VerifyMe’s proposed merger with Open World Ltd. (OpenWorld), including pro forma financial information requested by Nasdaq.
Business context and reporting period
Under the merger agreement entered into February 11, 2026, VerifyMe subsidiary VRME Subsidiary Corp. would merge into OpenWorld, with OpenWorld surviving as a wholly owned VerifyMe subsidiary. VerifyMe stockholders approved merger-related proposals on September 24, 2026, and the registration statement was declared effective on August 12, 2026. The filing does not state that the merger has closed.
The 8-K refers to OpenWorld audited financial statements for 2024 and 2025, unaudited statements for the six months ended June 30, 2026 and 2025, and unaudited pro forma combined information for the year ended December 31, 2025 and six months ended June 30, 2026. These materials are identified as exhibits but their financial details are not included in the supplied filing text.
Financial metrics and period comparisons
The supplied text does not provide clear values for revenue, profit, cash flow, margins, debt, liquidity, or other financial metrics. It therefore does not permit a quantitative comparison with prior periods. Refer to Exhibits 99.1–99.3 for the referenced statements and pro forma information.
Outlook, risks, and contingencies
The proposed transaction and anticipated Nasdaq listing of the combined company are forward-looking matters, not assurances. Risks identified include termination of the merger agreement or failure to close; regulatory approvals and other closing conditions; litigation; disruption to operations and management focus; inability to realize anticipated benefits; transaction costs; changes in laws or regulations; and risks disclosed in VerifyMe’s SEC filings. VerifyMe disclaims assurance that the parties will achieve expected outcomes.
Important facts to verify
- Whether the merger has closed and whether all regulatory and other closing conditions were satisfied.
- The financial results and accounting assumptions in OpenWorld Exhibits 99.1 and 99.2 and the combined-company pro forma Exhibit 99.3.
- The transaction’s expected costs, anticipated benefits, and implications for the combined company’s Nasdaq listing.
- Additional risks and transaction terms in the registration statement, proxy statement/prospectus, and other relevant SEC filings.