425 ·Filed Aug 26, 2026

VRME

VerifyMe, Inc.
NEUTRAL
Impact 4/10
Horizonweeks Processed1mo ago SEC0001214659-26-010859
Rule 425 M&A communications
Actionable Insight • Neutral

The S-4 effectiveness is a procedural step, not a catalyst. The key binary event is the September 24 shareholder vote; failure to approve would likely kill the deal. Monitor proxy solicitation results and any further extensions. The stock is a binary option on deal closure with no fundamental read-through.

DirectionNeutral
Confidencemedium
Horizonweeks
Latest settled — T+20d
VRME ▲ +44.14% at T+20d
NEUTRAL call ✓ call won +44.14% · α vs SPY +42.94% · entry $0.7215 → $1.04
Next anchor: T+60d in 7w
Latest observation: T+24 +9.31% FF3 residual α
Entry anchored
Aug 26, 08:00 AM ET
via 1-min bar
T+1d
-2.27%
call -2.27% · α -2.93%
$0.7051
settled 5w ago
T+5d
-14.76%
call -14.76% · α -14.64%
$0.6150
settled 4w ago
T+20d
+44.14%
call +44.14% · α +42.94%
$1.04
settled 9d ago
T+60d
—
call — · α —
—
in 7w

Price Chart

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Executive Summary

The SEC declared effective the S-4 registration statement for the VerifyMe/OpenWorld merger, a procedural milestone that clears the way for a shareholder vote at the September 24, 2026 annual meeting. This is the third extension of the deal's outside date (now Oct 31, 2026), and while the S-4 effectiveness is necessary, it does not guarantee shareholder approval or close. The filing also touts OpenWorld's recent non-binding strategic agreements, but these are promotional and lack material financial terms.

Key Financial Metrics

Deal Type
merger

Key Facts

  • SEC declared effective the S-4 registration statement for the VerifyMe/OpenWorld merger.
  • Shareholder vote scheduled for September 24, 2026 annual meeting.
  • Outside date for the merger was extended to October 31, 2026 (third amendment).
  • Combined company would be named OpenWorld, Inc. and trade under ticker OPNW.
  • OpenWorld disclosed several non-binding strategic agreements (Abstract Foundation, mCloud, Figure, JOLT LOI).

Financial Impact

No financial terms of the merger or deal value disclosed in this filing.

Risk Factors

  • Shareholder approval may not be obtained at the September 24 meeting.
  • Deal has already been extended three times, suggesting closing conditions are difficult to satisfy.
  • OpenWorld's strategic agreements are non-binding and may not generate revenue.
  • Combined company faces regulatory and market adoption risks for tokenized securities.

Market Snapshot

Exchange
Nasdaq
Sector
Services-Computer Integrated Systems Design
Analyst Consensus
86% bullish (7 analysts)

Investment Themes

Software & IT

Documents Analyzed

This report is based on 4 SEC documents filed with EDGAR.

DocumentAccession Number
425 Filing (Primary)0001214659-26-010859
Document: 0001214659-26-010859-index-headers.html0001214659-26-010859
Document: 0001214659-26-010859-index.html0001214659-26-010859
Document: 0001214659-26-010859.txt0001214659-26-010859
12 reports for VRME
Performance horizon
100% Hit rate 4 of 4 directional calls best @ T+60▲ +25.80%Mar 30, 2026
Filters
Rows
Reports for VRME — sortable, filterable
TypeNow
Sep 9, 2026
23d ago
425
NEUTRAL ★ 4/10
$0.6172 $0.6725▲ +8.96%▲ +10.05%—
Aug 26, 2026
5w ago
425
NEUTRAL ★ 4/10
$0.7215 $0.6150▼ −14.76%▼ −14.64%—
Aug 14, 2026
7w ago
8-K
BEARISH ★ 5/10
$0.6601 $0.7385▼ −11.88%▼ −13.24%—
Aug 13, 2026
7w ago
EFFECT
NEUTRAL ★ 6/10
$0.6903 $0.7000▲ +1.41%▲ +3.37%—
Aug 12, 2026
7w ago
425 / 8-K
NEUTRAL ★ 4/10
$0.7001 $0.6726▼ −3.93%▼ −3.48%—
Jun 30, 2026
13w ago
S-4/A
MIXED ★ 6/10
$0.6100 $0.6601▲ +8.21%▲ +7.95%—
Jun 9, 2026
16w ago
425 / 8-K
NEUTRAL ★ 3/10
$0.6835 $0.6700▼ −1.98%▼ −5.41%—
May 15, 2026
20w ago
8-K
BEARISH ★ 6/10
$0.7202 $0.6617▲ +8.12%▲ +9.09%—
May 5, 2026
21w ago
425
NEUTRAL ★ 4/10
$0.7901 $0.7001▼ −11.39%▼ −12.52%—
Apr 17, 2026
24w ago
8-K
BEARISH ★ 7/10
$0.8820 $0.8200▲ +7.03%▲ +7.94%—
Showing 10 of 12

US Market Status

Market Closed — Opens Mon (37h 29m)

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