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- Going Concern (new) — The filing explicitly raises the possibility that the combined company may not be able to continue as a going concern if it cannot raise sufficient capital.
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VerifyMe to merge with blockchain firm OpenWorld in reverse merger; OpenWorld holders to own 87.75%
Filed August 14, 2026 · ~2 min read
Key Changes
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VerifyMe, Inc. is merging with OpenWorld, a blockchain company, in a reverse triangular merger. OpenWorld securityholders will own approximately 87.75% of the combined company, while current VerifyMe stockholders will own about 10%.
Prospectus Summary verify on EDGAR → -
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The merger consideration is fixed at $95.9 million, based on issuing 132 million VerifyMe shares at a VWAP of $0.7263. The exchange ratio is fixed and will not adjust for stock price changes.
Business view on EDGAR → -
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VerifyMe expects its stock will not meet Nasdaq's $4.00 minimum bid price requirement after the merger unless it implements a reverse stock split between 1-for-2 and 1-for-10.
Risk Factors verify on EDGAR →
4 more material changes behind this preview — plus the full narrative summary, section-by-section diffs against the prior filing, and verbatim quotes with EDGAR citations.
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Figures/quotes linked to EDGAR · Narrative written by AI · Sep 1, 2026 · How we verify