VerifyMe to merge with Open World; Open World shareholders to own 90% of combined company

VerifyMe, Inc.

Letter of intent signed Jan 2, 2026; 60-day exclusivity period to negotiate definitive merger agreement.
Open World shareholders will receive ~90% of combined co.; VerifyMe holders ~10%.
Matt Shaw (Open World CEO) to become CEO & Chairman of combined co. post-close.
VerifyMe must have ≥$1M cash at close; may pay special dividend of cash above $1M.
Merger expected to close by June 30, 2026; combined co. to trade under new ticker on Nasdaq.

item 1.01 item 7.01 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

VerifyMe, Inc. entered into LOI with Open World Ltd. (effective 2026-01-02).

Action: entry
Counterparty: Open World Ltd.
Effective: 2026-01-02

Exact text from the filing

On January 2, 2026, VerifyMe, Inc. (the “Company”) entered into a letter agreement (the “LOI”) with Open World Ltd., a Cayman Islands exempted company (“Open World”), regarding a proposed merger transaction.

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VerifyMe, Inc. filing history →

Source: SEC EDGAR

accession 0001214659-26-000068

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