VerifyMe amends merger agreement with Open World to broaden fully diluted share definition

VerifyMe, Inc.

Second Amendment to Merger Agreement dated June 4, 2026, among VerifyMe, Merger Sub, and Open World.
Revises definition of Fully Diluted Company Shares to include Open World shares issuable under existing equity agreements.
Merger Sub will merge into Open World, making Open World a wholly-owned subsidiary of VerifyMe.
Amendment filed as Exhibit 2.1 to the 8-K and incorporated by reference from S-4/A filed June 8, 2026.

item 1.01 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. amended Second Amendment with Open World (effective 2026-06-04).

Action: amendment
Agreement: merger
Counterparty: Open World
Effective: 2026-06-04

Exact text from the filing

On June 4, 2026, the Parties entered into the Second Amendment (the “Amendment”) to the Merger Agreement, pursuant to which the definition of Fully Diluted Company Shares was revised to include the aggregate number of Open World ordinary shares issuable in connection with any existing agreement to issue Equity Interests (as such term is defined in the Merger Agreement) of Open World.

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Source: SEC EDGAR

accession 0001214659-26-007273

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