VerifyMe amends merger agreement to expand share count calculation for Open World deal

Filed June 9, 2026 · Period ending June 4, 2026 · ~1 min read

Key Changes

• high

  VerifyMe and Open World executed a second amendment to their merger agreement on June 4, 2026, revising how fully diluted shares are calculated. The new definition now includes Open World shares issuable under existing equity agreements, which directly impacts deal valuation and post-merger ownership percentages.

  Item 1.01 verify on EDGAR →
• high

  The amendment modifies the 'Fully Diluted Company Shares' definition to capture additional Open World equity interests that were previously excluded, potentially diluting VerifyMe shareholders' stake in the combined entity or altering the exchange ratio.

  8-K: Merger Amendment verify on EDGAR →
• medium

  This is the second amendment to the merger agreement, suggesting ongoing negotiations and potential uncertainty around final deal terms. Full details are incorporated by reference from the S-4/A filed June 8, 2026.

  Item 9.01 verify on EDGAR →