\nVerifyMe, Inc. (NASDAQ: VRME) (\u201cVerifyMe\u201d), a provider of authentication and precision logistics technologies, and Open World Ltd. (\u201cOpenWorld\u201d), a blockchain innovation company advancing real-world asset (\u201cRWA\u201d) tokenization platform globally, today announced that the U.S. Securities and Exchange Commission (\u201cSEC\u201d) has declared effective the Registration Statement on Form S-4 (as amended, the \u201cRegistration Statement\u201d) filed by VerifyMe in connection with the previously announced proposed business combination between VerifyMe and OpenWorld.<\/p>\n
\nThe SEC\u2019s declaration of effectiveness marks an important milestone in the proposed business combination. VerifyMe stockholders of record as of August 7, 2026 (the \u201cRecord Date\u201d), will have the opportunity to approve the proposed business combination at VerifyMe\u2019s 2026 annual meeting of its stockholders (\u201cAnnual Meeting\u201d) scheduled for Thursday, September 24, 2026, at 1:00 p.m. Eastern Time, via live webcast at the following internet web address www.virtualshareholdermeeting.com\/VRME2026<\/a>. If the proposed business combination is approved, it is expected to close shortly thereafter, subject to the satisfaction of customary closing conditions. Upon closing, the combined company will operate under the name \u201cOpenWorld, Inc.\u201d and be listed and traded under the ticker symbol \u201cOPNW.\u201d<\/p>\n \nFor VerifyMe stockholders, we urge you to vote your shares as soon as possible so they can be tabulated prior to the Annual Meeting. If you have any questions concerning the merger or the proxy statement\/prospectus or if you would like additional copies or need help voting your shares, please contact VerifyMe\u2019s proxy solicitor, Advantage Proxy, Inc. toll free at 1-877-870-8565 or collect at 206-870-8565 or by email to ksmith@advantageproxy.com<\/a>.<\/p>\n OpenWorld\u2019s Recent Strategic Agreements<\/b><\/p>\n \nOpenWorld has continued to expand its position as a leading blockchain innovation company advancing RWA tokenization through a number of recent strategic agreements, including:<\/p>\n About OpenWorld<\/b><\/p>\n \nOpenWorld is a technology-powered digital assets and blockchain innovation company that co-architects and takes principal positions in enterprise blockchain initiatives alongside sovereign governments, institutional partners, and major enterprises. Since its founding in 2023, OpenWorld has advised on projects representing over $66 billion in aggregate network value and supported more than 20 companies backed by leading global venture firms, including a16z, Multicoin Capital, Dragonfly, and Founders Fund. OpenWorld\u2019s capabilities span real-world asset tokenization, stablecoin infrastructure, capital markets advisory, governance structuring, and public markets strategy, with active engagements across the Gulf, Europe, Australia, and Southeast Asia. To learn more, visit openworld.dev<\/a><\/span>.<\/p>\n About VerifyMe, Inc.<\/b><\/p>\n \nVerifyMe provides specialized logistics for time and temperature-sensitive products, as well as brand protection and enhancement solutions. To learn more, visit https:\/\/www.verifyme.com\/<\/a><\/span>.<\/p>\n No Offer or Solicitation<\/b><\/p>\n \nThis press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.<\/p>\n Forward-Looking Statements<\/b><\/p>\n \nThis press release includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements generally can be identified by the use of words such as \u201canticipate,\u201d \u201ccontinue,\u201d \u201cexpect,\u201d \u201cplan,\u201d \u201ccould,\u201d \u201cmay,\u201d \u201cwill,\u201d \u201cshall,\u201d \u201cshould,\u201d and other words of similar meaning. Examples of forward-looking statements include, among others, statements regarding whether OpenWorld equity securities will be successfully tokenized and the anticipated benefits thereof that will be achieved, and the anticipated impact of recent SEC and CFTC developments, the proposed business combination between OpenWorld and VerifyMe, the anticipated timing, structure and benefits thereof, the anticipated impact of OpenWorld\u2019s recent strategic agreements, and OpenWorld\u2019s anticipated listing on Nasdaq. Each forward-looking statement contained in this press release is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statement. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Actual results and outcomes may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause actual results and outcomes to differ materially from those indicated in the forward-looking statements include, among others, the following: (1) the occurrence of any event, change, or other circumstances that could give rise to the termination of the merger agreement or could otherwise cause the transaction to fail to close, including the failure to obtain stockholder approval necessary to complete the Merger; (2) the institution or outcome of any legal proceedings that may be instituted against VerifyMe or OpenWorld following the announcement of the merger agreement and the transactions contemplated therein; (3) the inability of the parties to complete the proposed business combination, including due to failure to obtain approval of the securityholders of VerifyMe, certain regulatory approvals, or satisfy other conditions to closing in the merger agreement; (4) the risk that the proposed business combination disrupts current plans and operations as a result of the announcement and consummation of the proposed business combination; (5) the ability to recognize the anticipated benefits of the proposed business combination; (6) the risk that tokenized securities may face increased regulatory scrutiny and may not be broadly accepted by the market; (7) costs related to the proposed business combination; (8) changes in applicable laws or regulations; and (9) the risks and uncertainties identified under VerifyMe\u2019s Annual Report on Form 10-K, as well as other information VerifyMe has or may file with the SEC from time to time.<\/p>\n \nWe caution investors not to place considerable reliance on the forward-looking statements contained in this press release. You are encouraged to read our filings with the SEC, available at www.sec.gov<\/a>, for a discussion of these and other risks and uncertainties. The forward-looking statements speak only as of the date of this document, and we undertake no obligation to update or revise any of these statements except as required by applicable law. VerifyMe\u2019s business is subject to substantial risks and uncertainties, including those referenced above. Investors, potential investors, and others should consider these risks and uncertainties. We do not give any assurance that VerifyMe or OpenWorld will achieve its expectations by the transactions contemplated in the merger agreement or otherwise.<\/p>\n Important Additional Information and Where to Find It<\/b><\/p>\n \nIn connection with the proposed transaction, VerifyMe filed a Registration Statement to register the shares of VerifyMe Common Stock to be issued in connection with the proposed merger. The Registration Statement includes a proxy statement\/prospectus, which was declared effective by the SEC, and will be sent to VerifyMe stockholders seeking their approval of their respective transaction-related proposals. The merger agreement and the agreements and forms of agreements contemplated thereunder should not be read alone but should instead be read in conjunction with the other information regarding the merger agreement, VerifyMe, the Merger Sub, OpenWorld, and their respective affiliates and respective businesses, that will be contained in, or incorporated by reference into, the Registration Statement and the proxy statement\/prospectus of VerifyMe as well as in the Forms 10-K, Forms 10-Q and other filings that VerifyMe makes with the SEC. INVESTORS AND STOCKHOLDERS OF VERIFYME ARE URGED TO READ THE REGISTRATION STATEMENT AND THE RELATED PROXY STATEMENT\/PROSPECTUS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT VERIFYME, THE MERGER SUB, OPENWORLD, THE MERGER AND RELATED MATTERS.<\/p>\n \nInvestors and stockholders will be able to obtain free copies of the Registration Statement, including the proxy statement\/prospectus contained therein, and other documents filed by VerifyMe with the SEC (when they become available) through the website maintained by the SEC at www.sec.gov<\/a>. In addition, investors and stockholders will be able to obtain free copies of the Registration Statement, including the proxy statement\/prospectus contained therein, and other documents filed by VerifyMe with the SEC by contacting VerifyMe by mail at VerifyMe, Inc., 801 International Parkway, Fifth Floor, Lake Mary, Florida 32746, Attention: Corporate Secretary. Investors and stockholders are urged to read the Registration Statement and the other relevant materials when they become available and before making any investment decision with respect to the Merger.<\/p>\n Participants in the Solicitation<\/b><\/p>\n \nVerifyMe and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from VerifyMe stockholders with respect to the proposed transaction under the rules of the SEC. Information about VerifyMe directors and executive officers and their ownership of VerifyMe securities is set forth in VerifyMe\u2019s Annual Report on Form 10-K and VerifyMe\u2019s Definitive Proxy Statement on Schedule 14A, as well as other information VerifyMe has or may file with the SEC from time to time. Additional information regarding the identity of participants in the solicitation of proxies, and a description of their direct or indirect interests in the proposed transaction, by security holdings or otherwise, will be set forth in the proxy statement\/prospectus and other materials filed with the SEC in connection with the proposed transaction when they become available.<\/p>\n View source version on businesswire.com: <\/span>https:\/\/www.businesswire.com\/news\/home\/20260826731684\/en\/<\/a><\/span><\/p>\n Media Contact\n
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Company: OpenWorld Ltd.
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Email: OpenWorld@gasthalter.com
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