VerifyMe to merge with Open World; pre-merger shareholders retain ~10% of post-close entity

VerifyMe, Inc.

Reverse merger: Open World holders receive ~90% of combined common stock; VRME holders retain ~10%.
CEO Adam Stedham to resign post-close, become President of Precision Logistics; Jennifer Cola stays CFO.
ATM program with Roth Capital terminated; no shares ever sold under $15.8M facility.
Accelerated vesting of 550K+ unvested performance RSUs for Stedham, Cola, Volk, Meyers upon merger close.

item 1.01 item 1.02 item 5.02 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 Agreement and Plan of Merger with Open World Ltd. (effective 2026-02-11).

Action: entry
Agreement: merger
Counterparty: Open World Ltd.
Effective: 2026-02-11

Exact text from the filing

On February 11, 2026, VerifyMe, Inc., Nevada corporation (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with VRME Subsidiary Corp., a Nevada corporation and wholly owned subsidiary of the Company (“Merger Sub”) and Open World Ltd., a Cayman Islands exempted company (“Open World”).

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307 material agreements filed in the last 30 days. Browse all material agreements →

VerifyMe, Inc. filing history →

Source: SEC EDGAR

accession 0001214659-26-001529

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