425 ·Filed Sep 9, 2026

VRME

VerifyMe, Inc.
NEUTRAL
Impact 4/10
Horizondays Processed23d 5h ago SEC0001214659-26-011488
Rule 425 M&A communications
Actionable Insight • Neutral

The September 24 shareholder vote is the key catalyst. Monitor for early vote tallies and any dissident shareholder activity. If the share issuance proposal fails, the merger will not close and VRME stock could re-rate lower. If approved, the deal still faces an October 31 outside date and customary closing conditions.

DirectionNeutral
Confidencemedium
Horizondays
Latest settled — T+5d
VRME ▲ +8.96% at T+5d
NEUTRAL call ✓ call won +8.96% · α vs SPY +10.05% · entry $0.6172 → $0.6725
Next anchor: T+20d in 4d
Latest observation: T+12 +44.66% FF3 residual α
Entry anchored
Sep 9, 04:00 AM ET
via 1-min bar
T+1d
+0.62%
call +0.62% · α +1.22%
$0.6210
settled 23d ago
T+5d
+8.96%
call +8.96% · α +10.05%
$0.6725
settled 17d ago
T+20d
—
call — · α —
—
in 4d
T+60d
—
call — · α —
—
in 2mo

Price Chart

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Executive Summary

VerifyMe filed a Rule 425 communication providing an update on its pending merger with OpenWorld Ltd. ahead of the September 24, 2026 shareholder vote. The filing details proposed charter amendments to enable the combined company's equity to be listed on Figure's On-Chain Public Equity Network (OPEN) alongside its Nasdaq listing, but this is a promotional update with no new material financial terms or changes to the deal structure. The merger's outside date was recently extended to October 31, 2026, and shareholder approval remains uncertain given the $8M market cap and multiple prior delays.

Key Financial Metrics

Deal Type
merger

Key Facts

  • VerifyMe and OpenWorld expect to close the merger shortly after the September 24, 2026 annual meeting if shareholders approve the share issuance proposal.
  • The charter amendments would authorize a new class of Blockchain Common Stock for trading on Figure OPEN, but no such stock would be issued at closing.
  • The combined company is expected to operate as OpenWorld, Inc. and trade under ticker 'OPNW' subject to Nasdaq approval.
  • The outside date for the merger was extended to October 31, 2026 via a third amendment on August 10, 2026.
  • OpenWorld has advised on projects representing over $66 billion in aggregate network value since its founding in 2023.

Financial Impact

No new financial figures disclosed; deal value and merger consideration remain undisclosed.

Risk Factors

  • Shareholder approval may not be obtained at the September 24 meeting.
  • The merger has been delayed three times, raising execution risk.
  • Tokenized securities on Figure OPEN face regulatory and market acceptance risks.
  • The combined company's ability to list on Nasdaq under 'OPNW' is subject to approval.

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 3 SEC documents filed with EDGAR.

DocumentAccession Number
425 Filing (Primary)0001214659-26-011488
Document: 0001214659-26-011488-index.html0001214659-26-011488
Document: 0001214659-26-011488.txt0001214659-26-011488
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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