{"success":true,"data":{"pressRelease":{"id":"139067","rtpr_id":"nBw1BYLg5a-20260909","ticker":"VRME","exchange":"NASDAQ","all_tickers":["VRME"],"title":"VerifyMe Provides Update on OpenWorld Merger Ahead of September 24 Shareholder Vote","author":"Business Wire","published_at":"2026-09-09T12:00:02.200Z","article_body":"VerifyMe Provides Update on OpenWorld Merger Ahead of September 24 Shareholder\nVote\n\nCharter amendments before stockholders would enable access to Figure’s\nblockchain-native settlement\n\nVerifyMe, Inc. (NASDAQ: VRME) (“VerifyMe”), a provider of authentication\nand precision logistics technologies, and Open World Ltd. (“OpenWorld”), a\nblockchain innovation company advancing global real-world asset tokenization,\ntoday provided additional information regarding the proposed charter\namendments that would bring the combined company's equity to Figure's On-chain\nPublic Equity Network (“OPEN”) alongside its Nasdaq listing, in connection\nwith the companies' proposed merger, more fully described in the section\n“Proposal No. 6: The Blockchain Common Stock Proposal” in VerifyMe’s\n424(b)(3) proxy statement/prospectus filed with the U.S. Securities and\nExchange Commission (the “SEC”) on August 14, 2026 (the “Proxy\nStatement/Prospectus”), following the effectiveness of VerifyMe’s\nregistration statement on Form S-4/A on August 12, 2026 (the “Registration\nStatement”).\n\nVerifyMe stockholders of record as of August 7, 2026, are entitled to vote on\nthe proposals set forth in the Proxy Statement/Prospectus at VerifyMe’s\nannual meeting which will be held virtually on Thursday, September 24, 2026,\nat 1:00 p.m. Eastern Time via live webcast at\nwww.virtualshareholdermeeting.com/VRME2026\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.virtualshareholdermeeting.com%2FVRME2026&esheet=54600650&newsitemid=20260909718657&lan=en-US&anchor=www.virtualshareholdermeeting.com%2FVRME2026&index=1&md5=8b593f2e8d2fadb3ab0713829b9f8243)\n(the “Annual Meeting”).\n\nVerifyMe and OpenWorld expect to close the merger shortly following the Annual\nMeeting if VerifyMe stockholders approve the first proposal at the meeting,\nmore fully described in the section “Proposal No. 1: The Share Issuance\nProposal” in the Proxy Statement/Prospectus, subject to the satisfaction of\nremaining customary closing conditions. Upon closing, the combined company is\nexpected to operate as OpenWorld, Inc. and to commence trading under the\nticker symbol “OPNW”, subject to Nasdaq approval and official notice of\nissuance.\n\nExpanding Access Through Figure OPEN\n\nThe charter amendments before VerifyMe stockholders are subject to and\nconditioned upon the consummation of the merger and would authorize a new\nclass of Blockchain Common Stock — the mechanism required to bring the\ncombined company’s equity to Figure OPEN alongside its Nasdaq listing.\n\nThe proposed listing builds on OpenWorld’s previously announced agreement\nwith Figure Technology Solutions, Inc. and comes amid growing adoption of\nonchain public equities, with the tokenized asset market projected to reach\n$5.5 trillion by 2030 in a base case scenario(1).\n\nOpenWorld believes pairing the Nasdaq listing of the combined company with\nextended trading hours through Figure OPEN will position the combined company\nto participate in the shift toward more continuous and globally accessible\npublic markets. The momentum in tokenization of equities broadly is driven by\nthe technology’s ability to provide shareholders with greater flexibility\nand access by extending trading beyond standard U.S. market hours. Digitally\nnative equities on Figure OPEN benefit from features associated with\nblockchain-based securities, including more efficient settlement and enhanced\ntransparency, as well as access to Figure’s decentralized lending pools.\n\nThe Blockchain Common Stock Proposal would not change the shares VerifyMe\nstockholders own at the time of the merger, and no Blockchain Common Stock\nwould be issued when the merger closes. Instead, the proposal would give the\ncombined company the ability to make its existing common stock available in a\nblockchain-based form for trading on Figure OPEN in the future.\n\nAny future issuance of Blockchain Common Stock would require further action by\nthe combined company’s board of directors and compliance with applicable\nsecurities laws and trading venue requirements. The proposal is separate from\nthe shares being issued to OpenWorld securityholders in connection with the\nmerger.\n\nShareholder Vote\n\nVerifyMe encourages stockholders of record to review the Proxy\nStatement/Prospectus and Registration Statement for complete information\nregarding the merger and the proposals being considered at the Annual Meeting\nand to submit their votes as soon as possible so they can be counted ahead of\nthe September 24 meeting.\n\nAbout OpenWorld\n\nOpenWorld is a technology-powered digital assets and blockchain innovation\ncompany that co-architects and takes principal positions in enterprise\nblockchain initiatives alongside sovereign governments, institutional\npartners, and major enterprises. Since its founding in 2023, OpenWorld has\nadvised on projects representing over $66 billion in aggregate network value\nand supported more than 20 companies backed by leading global venture firms,\nincluding a16z, Multicoin Capital, Dragonfly, and Founders Fund. OpenWorld’s\ncapabilities span real-world asset tokenization, stablecoin infrastructure,\ncapital markets advisory, governance structuring, and public markets strategy,\nwith active engagements across the Gulf, Europe, Australia, and Southeast\nAsia. To learn more, visit openworld.dev\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fopenworld.dev&esheet=54600650&newsitemid=20260909718657&lan=en-US&anchor=openworld.dev&index=2&md5=edd6ecefb23943a99a0b57ae25328d30)\n.\n\nAbout VerifyMe, Inc.\n\nVerifyMe provides specialized logistics for time and temperature-sensitive\nproducts, as well as brand protection and enhancement solutions. To learn\nmore, visit https://www.verifyme.com\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fwww.verifyme.com&esheet=54600650&newsitemid=20260909718657&lan=en-US&anchor=https%3A%2F%2Fwww.verifyme.com&index=3&md5=438372a5b0a5997c54d3323cec9d3f48)\n.\n\nNo Offer or Solicitation\n\nThis press release shall not constitute an offer to sell or the solicitation\nof an offer to buy any securities, nor shall there be any sale of securities\nin any jurisdiction in which such offer, solicitation or sale would be\nunlawful prior to registration or qualification under the securities laws of\nany such jurisdiction.\n\nForward-Looking Statements\n\nThis press release includes forward-looking statements within the meaning of\nSection 27A of the Securities Act and Section 21E of the Exchange Act. These\nforward-looking statements generally can be identified by the use of words\nsuch as “anticipate,” “believes,” “continue,” “expect,”\n“plan,” “could,” “commence,” “may,” “will,” “shall,”\n“should,” “upon,” “would,” and other words of similar meaning.\nExamples of forward-looking statements include, among others, statements\nregarding the proposed business combination between OpenWorld and VerifyMe,\nthe anticipated timing, structure and benefits thereof, including the timing\nof closing after the Annual Meeting; the name and trading symbol of the\ncombined company following closing of the proposed merger; whether the\ncombined company’s equity securities will be successfully tokenized on\nFigure OPEN, the anticipated benefits thereof and whether any such anticipated\nbenefits will be achieved; and the anticipated listing of the combined company\non Nasdaq. Each forward-looking statement contained in this press release is\nsubject to risks and uncertainties that could cause actual results to differ\nmaterially from those expressed or implied by such statement. Forward-looking\nstatements are neither historical facts nor assurances of future performance.\nInstead, they are based only on our current beliefs, expectations and\nassumptions. Because forward-looking statements relate to the future, they are\nsubject to inherent uncertainties, risks and changes in circumstances that are\ndifficult to predict and many of which are outside of our control. Actual\nresults and outcomes may differ materially from those indicated in the\nforward-looking statements. Therefore, you should not rely on any of these\nforward-looking statements. Important factors that could cause actual results\nand outcomes to differ materially from those indicated in the forward-looking\nstatements include, among others, the following: (1) the occurrence of any\nevent, change, or other circumstances that could give rise to the termination\nof the merger agreement or could otherwise cause the transaction to fail to\nclose, including the failure to obtain stockholder approval necessary to\ncomplete the merger; (2) the institution or outcome of any legal proceedings\nthat may be instituted against VerifyMe or OpenWorld following the\nannouncement of the merger agreement and the transactions contemplated\ntherein; (3) the inability of the parties to complete the proposed business\ncombination, including due to failure to obtain approval of the\nsecurityholders of VerifyMe, certain regulatory approvals, or satisfy other\nconditions to closing in the merger agreement; (4) the risk that the proposed\nbusiness combination disrupts current plans and operations as a result of the\ntime it diverts from management and the consummation of the proposed business\ncombination; (5) the ability to recognize the anticipated benefits of the\nproposed business combination; (6) the risk that tokenized securities may face\nincreased regulatory scrutiny and may not be broadly accepted by the market;\n(7) costs related to the proposed business combination; (8) changes in\napplicable laws or regulations; and (9) the risks and uncertainties identified\nunder VerifyMe’s Annual Report on Form 10-K, as well as other information\nVerifyMe has or may file with the SEC from time to time.\n\nVerifyMe cautions investors not to place considerable reliance on the\nforward-looking statements contained in this press release. You are encouraged\nto read VerifyMe’s filings with the SEC, available at www.sec.gov\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.sec.gov&esheet=54600650&newsitemid=20260909718657&lan=en-US&anchor=www.sec.gov&index=4&md5=242bf71009fb65e844d7fc377899ccee)\n, for a discussion of these and other risks and uncertainties. The\nforward-looking statements speak only as of the date of this document, and\nVerifyMe undertakes no obligation to update or revise any of these statements\nexcept as required by applicable law. VerifyMe’s business is subject to\nsubstantial risks and uncertainties, including those referenced above.\nInvestors, potential investors, and others should consider these risks and\nuncertainties. VerifyMe does not give any assurance that VerifyMe or OpenWorld\nwill achieve its expectations by the transactions contemplated in the merger\nagreement or otherwise.\n\nImportant Additional Information and Where to Find It\n\nIn connection with the proposed transaction, VerifyMe filed the Registration\nStatement to register the shares of VerifyMe common stock to be issued in\nconnection with the proposed merger. The Registration Statement includes a\nproxy statement/prospectus and was declared effective by the SEC on August 12,\n2026. VerifyMe has mailed the Proxy Statement/Prospectus filed with the SEC on\nAugust 14, 2026, to VerifyMe stockholders seeking their approval of the\nproposals set forth therein at the Annual Meeting. The merger agreement and\nthe agreements and forms of agreements described in the Proxy\nStatement/Prospectus and Registration Statement should not be read alone but\nshould instead be read in conjunction with the other information regarding the\nmerger agreement, VerifyMe, OpenWorld, and their respective affiliates and\nrespective businesses, that are contained in, or incorporated by reference\ninto, the Proxy Statement/Prospectus and Registration Statement as well as in\nthe Forms 10-K, Forms 10-Q and other filings that VerifyMe makes with the SEC.\nINVESTORS AND STOCKHOLDERS OF VERIFYME ARE URGED TO READ THE REGISTRATION\nSTATEMENT AND THE RELATED PROXY STATEMENT/PROSPECTUS, AS WELL AS ANY\nAMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS\nTO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION CAREFULLY\nAND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN\nIMPORTANT INFORMATION ABOUT VERIFYME, OPENWORLD, THE MERGER AND RELATED\nMATTERS.\n\nInvestors and stockholders of VerifyMe can obtain free copies of the\nRegistration Statement, Proxy Statement/Prospectus, and other documents filed\nby VerifyMe with the SEC (when they become available) through the website\nmaintained by the SEC at www.sec.gov\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.sec.gov&esheet=54600650&newsitemid=20260909718657&lan=en-US&anchor=www.sec.gov&index=5&md5=5cf018b0a8a5ef396bf386dc8a6c7b86)\n. In addition, VerifyMe stockholders of record may obtain at no cost, upon\nwritten request, a copy of VerifyMe’s Annual Report on Form 10-K for the\nfiscal year ended December 31, 2025 (without exhibits), as filed with the SEC,\nwith exhibits thereto being made available, upon written request and payment\nto VerifyMe of the reasonable costs of reproduction and mailing, if any, by\ncontacting VerifyMe by mail at VerifyMe, Inc., 801 International Parkway,\nFifth Floor, Lake Mary, Florida 32746, Attention: Corporate Secretary.\nInvestors and stockholders of VerifyMe are urged to read the Registration\nStatement, Proxy Statement/Prospectus, and the other relevant materials when\nthey become available and before making any investment decision with respect\nto the proposed merger.\n\nParticipants in the Solicitation\n\nVerifyMe and certain of its directors and executive officers may be deemed to\nbe participants in the solicitation of proxies from VerifyMe stockholders with\nrespect to the Annual Meeting and the proposed merger transaction under the\nrules of the SEC. Information about VerifyMe directors and executive officers\nand their ownership of VerifyMe securities is set forth in the Proxy\nStatement/Prospectus, as well as other information VerifyMe has or may file\nwith the SEC from time to time. Additional information regarding the identity\nof participants in the solicitation of proxies, and a description of their\ndirect or indirect interests in the proposed transaction, by security holdings\nor otherwise, is set forth in the Proxy Statement/Prospectus and other\nmaterials filed with the SEC in connection with the proposed transaction when\nthey become available.\n\n(1)Citigroup Tokenization 2030 Report\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fwww.citigroup.com%2Fglobal%2Finsights%2Ftokenization-2030&esheet=54600650&newsitemid=20260909718657&lan=en-US&anchor=Citigroup+Tokenization+2030+Report&index=6&md5=1a52637c11c922dd0541c27458e3cbeb)\n\n\n\nView source version on businesswire.com:\nhttps://www.businesswire.com/news/home/20260909718657/en/\n(https://www.businesswire.com/news/home/20260909718657/en/)\n\nCompany: OpenWorld Ltd.\n\nEmail: OpenWorld@gasthalter.com \n(mailto:OpenWorld@gasthalter.com) \n\n\nCompany: VerifyMe, Inc.\n\nEmail: IR@verifyme.com (mailto:IR@verifyme.com)\n\n\nCopyright Business Wire 2026","article_body_html":"","raw_payload":{"data":{"id":"nBw1BYLg5a-20260909","title":"VerifyMe Provides Update on OpenWorld Merger Ahead of September 24 Shareholder Vote","author":"Business Wire","ticker":"VRME","created":"2026-09-09T12:00:02.200Z","tickers":["VRME"],"exchange":"NASDAQ","article_body":"VerifyMe Provides Update on OpenWorld Merger Ahead of September 24 Shareholder\nVote\n\nCharter amendments before stockholders would enable access to Figure’s\nblockchain-native settlement\n\nVerifyMe, Inc. (NASDAQ: VRME) (“VerifyMe”), a provider of authentication\nand precision logistics technologies, and Open World Ltd. (“OpenWorld”), a\nblockchain innovation company advancing global real-world asset tokenization,\ntoday provided additional information regarding the proposed charter\namendments that would bring the combined company's equity to Figure's On-chain\nPublic Equity Network (“OPEN”) alongside its Nasdaq listing, in connection\nwith the companies' proposed merger, more fully described in the section\n“Proposal No. 6: The Blockchain Common Stock Proposal” in VerifyMe’s\n424(b)(3) proxy statement/prospectus filed with the U.S. Securities and\nExchange Commission (the “SEC”) on August 14, 2026 (the “Proxy\nStatement/Prospectus”), following the effectiveness of VerifyMe’s\nregistration statement on Form S-4/A on August 12, 2026 (the “Registration\nStatement”).\n\nVerifyMe stockholders of record as of August 7, 2026, are entitled to vote on\nthe proposals set forth in the Proxy Statement/Prospectus at VerifyMe’s\nannual meeting which will be held virtually on Thursday, September 24, 2026,\nat 1:00 p.m. Eastern Time via live webcast at\nwww.virtualshareholdermeeting.com/VRME2026\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.virtualshareholdermeeting.com%2FVRME2026&esheet=54600650&newsitemid=20260909718657&lan=en-US&anchor=www.virtualshareholdermeeting.com%2FVRME2026&index=1&md5=8b593f2e8d2fadb3ab0713829b9f8243)\n(the “Annual Meeting”).\n\nVerifyMe and OpenWorld expect to close the merger shortly following the Annual\nMeeting if VerifyMe stockholders approve the first proposal at the meeting,\nmore fully described in the section “Proposal No. 1: The Share Issuance\nProposal” in the Proxy Statement/Prospectus, subject to the satisfaction of\nremaining customary closing conditions. Upon closing, the combined company is\nexpected to operate as OpenWorld, Inc. and to commence trading under the\nticker symbol “OPNW”, subject to Nasdaq approval and official notice of\nissuance.\n\nExpanding Access Through Figure OPEN\n\nThe charter amendments before VerifyMe stockholders are subject to and\nconditioned upon the consummation of the merger and would authorize a new\nclass of Blockchain Common Stock — the mechanism required to bring the\ncombined company’s equity to Figure OPEN alongside its Nasdaq listing.\n\nThe proposed listing builds on OpenWorld’s previously announced agreement\nwith Figure Technology Solutions, Inc. and comes amid growing adoption of\nonchain public equities, with the tokenized asset market projected to reach\n$5.5 trillion by 2030 in a base case scenario(1).\n\nOpenWorld believes pairing the Nasdaq listing of the combined company with\nextended trading hours through Figure OPEN will position the combined company\nto participate in the shift toward more continuous and globally accessible\npublic markets. The momentum in tokenization of equities broadly is driven by\nthe technology’s ability to provide shareholders with greater flexibility\nand access by extending trading beyond standard U.S. market hours. Digitally\nnative equities on Figure OPEN benefit from features associated with\nblockchain-based securities, including more efficient settlement and enhanced\ntransparency, as well as access to Figure’s decentralized lending pools.\n\nThe Blockchain Common Stock Proposal would not change the shares VerifyMe\nstockholders own at the time of the merger, and no Blockchain Common Stock\nwould be issued when the merger closes. Instead, the proposal would give the\ncombined company the ability to make its existing common stock available in a\nblockchain-based form for trading on Figure OPEN in the future.\n\nAny future issuance of Blockchain Common Stock would require further action by\nthe combined company’s board of directors and compliance with applicable\nsecurities laws and trading venue requirements. The proposal is separate from\nthe shares being issued to OpenWorld securityholders in connection with the\nmerger.\n\nShareholder Vote\n\nVerifyMe encourages stockholders of record to review the Proxy\nStatement/Prospectus and Registration Statement for complete information\nregarding the merger and the proposals being considered at the Annual Meeting\nand to submit their votes as soon as possible so they can be counted ahead of\nthe September 24 meeting.\n\nAbout OpenWorld\n\nOpenWorld is a technology-powered digital assets and blockchain innovation\ncompany that co-architects and takes principal positions in enterprise\nblockchain initiatives alongside sovereign governments, institutional\npartners, and major enterprises. Since its founding in 2023, OpenWorld has\nadvised on projects representing over $66 billion in aggregate network value\nand supported more than 20 companies backed by leading global venture firms,\nincluding a16z, Multicoin Capital, Dragonfly, and Founders Fund. OpenWorld’s\ncapabilities span real-world asset tokenization, stablecoin infrastructure,\ncapital markets advisory, governance structuring, and public markets strategy,\nwith active engagements across the Gulf, Europe, Australia, and Southeast\nAsia. To learn more, visit openworld.dev\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fopenworld.dev&esheet=54600650&newsitemid=20260909718657&lan=en-US&anchor=openworld.dev&index=2&md5=edd6ecefb23943a99a0b57ae25328d30)\n.\n\nAbout VerifyMe, Inc.\n\nVerifyMe provides specialized logistics for time and temperature-sensitive\nproducts, as well as brand protection and enhancement solutions. To learn\nmore, visit https://www.verifyme.com\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fwww.verifyme.com&esheet=54600650&newsitemid=20260909718657&lan=en-US&anchor=https%3A%2F%2Fwww.verifyme.com&index=3&md5=438372a5b0a5997c54d3323cec9d3f48)\n.\n\nNo Offer or Solicitation\n\nThis press release shall not constitute an offer to sell or the solicitation\nof an offer to buy any securities, nor shall there be any sale of securities\nin any jurisdiction in which such offer, solicitation or sale would be\nunlawful prior to registration or qualification under the securities laws of\nany such jurisdiction.\n\nForward-Looking Statements\n\nThis press release includes forward-looking statements within the meaning of\nSection 27A of the Securities Act and Section 21E of the Exchange Act. These\nforward-looking statements generally can be identified by the use of words\nsuch as “anticipate,” “believes,” “continue,” “expect,”\n“plan,” “could,” “commence,” “may,” “will,” “shall,”\n“should,” “upon,” “would,” and other words of similar meaning.\nExamples of forward-looking statements include, among others, statements\nregarding the proposed business combination between OpenWorld and VerifyMe,\nthe anticipated timing, structure and benefits thereof, including the timing\nof closing after the Annual Meeting; the name and trading symbol of the\ncombined company following closing of the proposed merger; whether the\ncombined company’s equity securities will be successfully tokenized on\nFigure OPEN, the anticipated benefits thereof and whether any such anticipated\nbenefits will be achieved; and the anticipated listing of the combined company\non Nasdaq. Each forward-looking statement contained in this press release is\nsubject to risks and uncertainties that could cause actual results to differ\nmaterially from those expressed or implied by such statement. Forward-looking\nstatements are neither historical facts nor assurances of future performance.\nInstead, they are based only on our current beliefs, expectations and\nassumptions. Because forward-looking statements relate to the future, they are\nsubject to inherent uncertainties, risks and changes in circumstances that are\ndifficult to predict and many of which are outside of our control. Actual\nresults and outcomes may differ materially from those indicated in the\nforward-looking statements. Therefore, you should not rely on any of these\nforward-looking statements. Important factors that could cause actual results\nand outcomes to differ materially from those indicated in the forward-looking\nstatements include, among others, the following: (1) the occurrence of any\nevent, change, or other circumstances that could give rise to the termination\nof the merger agreement or could otherwise cause the transaction to fail to\nclose, including the failure to obtain stockholder approval necessary to\ncomplete the merger; (2) the institution or outcome of any legal proceedings\nthat may be instituted against VerifyMe or OpenWorld following the\nannouncement of the merger agreement and the transactions contemplated\ntherein; (3) the inability of the parties to complete the proposed business\ncombination, including due to failure to obtain approval of the\nsecurityholders of VerifyMe, certain regulatory approvals, or satisfy other\nconditions to closing in the merger agreement; (4) the risk that the proposed\nbusiness combination disrupts current plans and operations as a result of the\ntime it diverts from management and the consummation of the proposed business\ncombination; (5) the ability to recognize the anticipated benefits of the\nproposed business combination; (6) the risk that tokenized securities may face\nincreased regulatory scrutiny and may not be broadly accepted by the market;\n(7) costs related to the proposed business combination; (8) changes in\napplicable laws or regulations; and (9) the risks and uncertainties identified\nunder VerifyMe’s Annual Report on Form 10-K, as well as other information\nVerifyMe has or may file with the SEC from time to time.\n\nVerifyMe cautions investors not to place considerable reliance on the\nforward-looking statements contained in this press release. You are encouraged\nto read VerifyMe’s filings with the SEC, available at www.sec.gov\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.sec.gov&esheet=54600650&newsitemid=20260909718657&lan=en-US&anchor=www.sec.gov&index=4&md5=242bf71009fb65e844d7fc377899ccee)\n, for a discussion of these and other risks and uncertainties. The\nforward-looking statements speak only as of the date of this document, and\nVerifyMe undertakes no obligation to update or revise any of these statements\nexcept as required by applicable law. VerifyMe’s business is subject to\nsubstantial risks and uncertainties, including those referenced above.\nInvestors, potential investors, and others should consider these risks and\nuncertainties. VerifyMe does not give any assurance that VerifyMe or OpenWorld\nwill achieve its expectations by the transactions contemplated in the merger\nagreement or otherwise.\n\nImportant Additional Information and Where to Find It\n\nIn connection with the proposed transaction, VerifyMe filed the Registration\nStatement to register the shares of VerifyMe common stock to be issued in\nconnection with the proposed merger. The Registration Statement includes a\nproxy statement/prospectus and was declared effective by the SEC on August 12,\n2026. VerifyMe has mailed the Proxy Statement/Prospectus filed with the SEC on\nAugust 14, 2026, to VerifyMe stockholders seeking their approval of the\nproposals set forth therein at the Annual Meeting. The merger agreement and\nthe agreements and forms of agreements described in the Proxy\nStatement/Prospectus and Registration Statement should not be read alone but\nshould instead be read in conjunction with the other information regarding the\nmerger agreement, VerifyMe, OpenWorld, and their respective affiliates and\nrespective businesses, that are contained in, or incorporated by reference\ninto, the Proxy Statement/Prospectus and Registration Statement as well as in\nthe Forms 10-K, Forms 10-Q and other filings that VerifyMe makes with the SEC.\nINVESTORS AND STOCKHOLDERS OF VERIFYME ARE URGED TO READ THE REGISTRATION\nSTATEMENT AND THE RELATED PROXY STATEMENT/PROSPECTUS, AS WELL AS ANY\nAMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS\nTO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION CAREFULLY\nAND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN\nIMPORTANT INFORMATION ABOUT VERIFYME, OPENWORLD, THE MERGER AND RELATED\nMATTERS.\n\nInvestors and stockholders of VerifyMe can obtain free copies of the\nRegistration Statement, Proxy Statement/Prospectus, and other documents filed\nby VerifyMe with the SEC (when they become available) through the website\nmaintained by the SEC at www.sec.gov\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.sec.gov&esheet=54600650&newsitemid=20260909718657&lan=en-US&anchor=www.sec.gov&index=5&md5=5cf018b0a8a5ef396bf386dc8a6c7b86)\n. In addition, VerifyMe stockholders of record may obtain at no cost, upon\nwritten request, a copy of VerifyMe’s Annual Report on Form 10-K for the\nfiscal year ended December 31, 2025 (without exhibits), as filed with the SEC,\nwith exhibits thereto being made available, upon written request and payment\nto VerifyMe of the reasonable costs of reproduction and mailing, if any, by\ncontacting VerifyMe by mail at VerifyMe, Inc., 801 International Parkway,\nFifth Floor, Lake Mary, Florida 32746, Attention: Corporate Secretary.\nInvestors and stockholders of VerifyMe are urged to read the Registration\nStatement, Proxy Statement/Prospectus, and the other relevant materials when\nthey become available and before making any investment decision with respect\nto the proposed merger.\n\nParticipants in the Solicitation\n\nVerifyMe and certain of its directors and executive officers may be deemed to\nbe participants in the solicitation of proxies from VerifyMe stockholders with\nrespect to the Annual Meeting and the proposed merger transaction under the\nrules of the SEC. Information about VerifyMe directors and executive officers\nand their ownership of VerifyMe securities is set forth in the Proxy\nStatement/Prospectus, as well as other information VerifyMe has or may file\nwith the SEC from time to time. Additional information regarding the identity\nof participants in the solicitation of proxies, and a description of their\ndirect or indirect interests in the proposed transaction, by security holdings\nor otherwise, is set forth in the Proxy Statement/Prospectus and other\nmaterials filed with the SEC in connection with the proposed transaction when\nthey become available.\n\n(1)Citigroup Tokenization 2030 Report\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fwww.citigroup.com%2Fglobal%2Finsights%2Ftokenization-2030&esheet=54600650&newsitemid=20260909718657&lan=en-US&anchor=Citigroup+Tokenization+2030+Report&index=6&md5=1a52637c11c922dd0541c27458e3cbeb)\n\n\n\nView source version on businesswire.com:\nhttps://www.businesswire.com/news/home/20260909718657/en/\n(https://www.businesswire.com/news/home/20260909718657/en/)\n\nCompany: OpenWorld Ltd.\n\nEmail: OpenWorld@gasthalter.com \n(mailto:OpenWorld@gasthalter.com) \n\n\nCompany: VerifyMe, Inc.\n\nEmail: IR@verifyme.com (mailto:IR@verifyme.com)\n\n\nCopyright Business Wire 2026"},"type":"article","timestamp":"2026-09-09T12:00:02.335834556Z","server_sent_at_ms":1788955202335},"received_at":"2026-09-09T12:00:02.388Z","source_url":"https://www.businesswire.com/news/home/20260909718657/en/"},"analysis":{"id":"127914","press_release_id":"139067","analysis_json":{"industry":{"label":"Air Freight & Logistics","sector":"Industrials"},"redFlags":["VRME ticker will be retired post-close as the combined company becomes OpenWorld, Inc. trading under OPNW -- a full identity pivot away from VerifyMe's logistics/authentication business","Release explicitly flags that tokenized securities may face increased regulatory scrutiny and may not be broadly accepted by the market","Merger close is conditioned on stockholder approval of Proposal No. 1 at the September 24 meeting; failure to approve would terminate the transaction path","No deal economics, exchange ratio detail, or premium disclosed in this update; blockchain listing benefits are forward-looking and unproven"],"eventType":"m_and_a","narrative":"VerifyMe and OpenWorld detailed the charter amendments headed to a September 24, 2026 shareholder vote, the gate before their proposed merger can close.\n\nThe amendments would authorize a new class of Blockchain Common Stock, the mechanism required to list the combined company's equity on Figure's On-chain Public Equity Network (OPEN) alongside its Nasdaq listing; no shares change hands and no Blockchain Common Stock would be issued at closing.\n\nIf stockholders approve the Share Issuance Proposal, the merger is expected to close shortly after the vote, with the combined company operating as OpenWorld, Inc. and trading under the ticker 'OPNW,' subject to Nasdaq approval.\n\nThe tokenization roadmap remains contingent: any future blockchain-form issuance requires further board action, and the release itself flags regulatory scrutiny and market acceptance of tokenized securities as key risks.","sentiment":"neutral","agentHooks":{"shouldPost":true,"suggestedAngle":"VerifyMe sets September 24 vote for OpenWorld merger -- VRME holders are voting on a pivot into a blockchain-native company trading as OPNW with a planned Figure OPEN tokenized listing."},"keyFigures":{"customDimensions":{"new_ticker":"OPNW","record_date":"August 7, 2026","s4_effective_date":"August 12, 2026","annual_meeting_date":"September 24, 2026","proxy_statement_filed":"August 14, 2026","openworld_advised_network_value":"$66 billion","tokenized_asset_market_projection_2030":"$5.5 trillion (base case, Citigroup Tokenization 2030 Report)"}},"quotedText":"extended trading hours through Figure OPEN will position the combined company","namedEntities":{"people":[],"products":["Figure OPEN (On-chain Public Equity Network)","Blockchain Common Stock"],"companies":[{"name":"VerifyMe, Inc.","ticker":"VRME","relationship":"filer / merger party"},{"name":"Open World Ltd.","relationship":"merger counterparty; combined company will take its name"},{"name":"Figure Technology Solutions, Inc.","relationship":"partner; provider of On-chain Public Equity Network (OPEN)"},{"name":"Citigroup","relationship":"source of tokenization market projection report"},{"name":"a16z","relationship":"venture firm mentioned as backer of OpenWorld-supported companies"},{"name":"Multicoin Capital","relationship":"venture firm mentioned as backer of OpenWorld-supported companies"},{"name":"Dragonfly","relationship":"venture firm mentioned as backer of OpenWorld-supported companies"},{"name":"Founders Fund","relationship":"venture firm mentioned as backer of OpenWorld-supported companies"}],"dollarAmounts":[{"amount":"$5.5 trillion","context":"projected tokenized asset market by 2030 in a base case scenario (Citigroup Tokenization 2030 Report)"},{"amount":"$66 billion","context":"aggregate network value of projects OpenWorld has advised on since 2023"}]},"materialImpact":{"score":3,"reasoning":"This is a procedural update ahead of the September 24, 2026 shareholder vote on the transformative VerifyMe-OpenWorld merger, not new deal terms; however, it confirms concrete milestones -- the vote date, the pending retirement of the VRME ticker in favor of OPNW, and a planned blockchain-form listing on Figure OPEN."},"tickerRelevance":{"others":[{"ticker":"OPNW","relevance":"future ticker of the combined company (OpenWorld, Inc.) following merger close, subject to Nasdaq approval"}],"primary":"VRME"},"globalImportance":30,"audienceRelevance":32,"eventTypeSecondary":["ticker_change"],"importanceComponents":{"tickerTier":"small-cap (NASDAQ: VRME)","eventGravity":"merger-progress-update ahead of shareholder vote, not deal announcement","hardCatalystDate":"September 24, 2026 vote","newTermsDisclosed":false,"blockchainPivotAngle":"retail interest in tokenized-equity theme boosts relevance modestly"}},"event_type":"m_and_a","event_type_secondary":["ticker_change"],"sentiment":"neutral","material_impact_score":3,"narrative":"VerifyMe and OpenWorld detailed the charter amendments headed to a September 24, 2026 shareholder vote, the gate before their proposed merger can close.\n\nThe amendments would authorize a new class of Blockchain Common Stock, the mechanism required to list the combined company's equity on Figure's On-chain Public Equity Network (OPEN) alongside its Nasdaq listing; no shares change hands and no Blockchain Common Stock would be issued at closing.\n\nIf stockholders approve the Share Issuance Proposal, the merger is expected to close shortly after the vote, with the combined company operating as OpenWorld, Inc. and trading under the ticker 'OPNW,' subject to Nasdaq approval.\n\nThe tokenization roadmap remains contingent: any future blockchain-form issuance requires further board action, and the release itself flags regulatory scrutiny and market acceptance of tokenized securities as key risks.","key_figures":{"customDimensions":{"new_ticker":"OPNW","record_date":"August 7, 2026","s4_effective_date":"August 12, 2026","annual_meeting_date":"September 24, 2026","proxy_statement_filed":"August 14, 2026","openworld_advised_network_value":"$66 billion","tokenized_asset_market_projection_2030":"$5.5 trillion (base case, Citigroup Tokenization 2030 Report)"}},"named_entities":{"people":[],"products":["Figure OPEN (On-chain Public Equity Network)","Blockchain Common Stock"],"companies":[{"name":"VerifyMe, Inc.","ticker":"VRME","relationship":"filer / merger party"},{"name":"Open World Ltd.","relationship":"merger counterparty; combined company will take its name"},{"name":"Figure Technology Solutions, Inc.","relationship":"partner; provider of On-chain Public Equity Network (OPEN)"},{"name":"Citigroup","relationship":"source of tokenization market projection report"},{"name":"a16z","relationship":"venture firm mentioned as backer of OpenWorld-supported companies"},{"name":"Multicoin Capital","relationship":"venture firm mentioned as backer of OpenWorld-supported companies"},{"name":"Dragonfly","relationship":"venture firm mentioned as backer of OpenWorld-supported companies"},{"name":"Founders Fund","relationship":"venture firm mentioned as backer of OpenWorld-supported companies"}],"dollarAmounts":[{"amount":"$5.5 trillion","context":"projected tokenized asset market by 2030 in a base case scenario (Citigroup Tokenization 2030 Report)"},{"amount":"$66 billion","context":"aggregate network value of projects OpenWorld has advised on since 2023"}]},"model_name":"glm-5.3-flash","prompt_hash":"sha256:727b4b9429a443af","schema_hash":"sha256:05005c02d9cffac9","created_at":"2026-09-09T12:03:47.744Z","global_importance":30,"audience_relevance":32,"importance_components":{"tickerTier":"small-cap (NASDAQ: VRME)","eventGravity":"merger-progress-update ahead of shareholder vote, not deal announcement","hardCatalystDate":"September 24, 2026 vote","newTermsDisclosed":false,"blockchainPivotAngle":"retail interest in tokenized-equity theme boosts relevance modestly"}},"durationMs":60027,"modelName":"glm-5.3-flash"}}