VERIFYME INC (VRME)
NASDAQIndustrialsSecurity & Protection ServicesSnapshot 2026-11-04
NASDAQIndustrialsSecurity & Protection ServicesSnapshot 2026-11-04
QuarterlyIQ Insights · VRME
Material updates from SEC filings (8-K, 10-Q, 10-K) ranked by impact, with no firehose noise.
Changes in Registrant’s Certifying Accountant. Dismissal of Independent Registered Public Accounting Firm On October 2, 2026, OpenWorld, Inc. (the “Company”) dismissed MaloneBailey, LLP (“MaloneBailey”) as its independent registered public accounting firm. The decision to dismiss MaloneBailey was approved by the Audit Committee of the Company’s Board of Directors. The reports of MaloneBailey on the Company’s consolidated financial statements for the fiscal years ended December 31, 2025 and 20…
3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. OpenWorld, Inc. Date: October 2, 2026 /s/ Jennifer Cola Name: Jennifer Cola Title: Chief Financial Officer
The excerpt is a boilerplate cross-reference to a proxy statement regarding post-merger governance, not a specific disclosure of a management change.
Completion of Acquisition or Disposition of Assets. The disclosure set forth in the “Introductory Note” above is incorporated into this
Regulation FD Disclosure. As previously disclosed, on February 11, 2026, VerifyMe, Inc., a Nevada corporation (the “Company,” “we” or “us”) entered into an Agreement and Plan of Merger (as subsequently amended, the “Merger Agreement”) with VRME Subsidiary Corp., a Nevada corporation and wholly owned subsidiary of the Company (“Merger Sub”), and Open World Ltd., a Cayman Islands exempted company (“Legacy OpenWorld”). On October 1, 2026, we issued a press release announcing, among other things,…
(d) Exhibits. Exhibit No. Description 2.1+ Agreement and Plan of Merger dated February 11, 2026, by and among VerifyMe, Inc., VRME Subsidiary Corp., and Open World Ltd. (incorporated herein by reference from Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on February 12, 2026) 2.2 First Amendment to Agreement and Plan of Merger dated April 13, 2026, by and among VerifyMe, Inc., VRME Subsidiary Corp., and Open World, Ltd. (incorporated herein by reference from Exhibit 2.2 to the…
Unregistered Sales of Equity Securities. Concurrently with the closing of the Merger, the Company issued warrants to purchase an aggregate of 100,000 shares of Legacy Open World common stock (or 1,000,000 shares before giving effect to the Reverse Stock Split) to certain business partners and consultants of Legacy OpenWorld, in satisfaction of obligations incurred by Legacy OpenWorld under consulting and advisory agreements entered into prior to the Merger (the “Closing Warrants”). The Closin…
Other Events. In addition, effective as of September 30, 2026, the Combined Company has appointed Vinyl Equity, Inc. ("Vinyl") to serve as its new transfer agent and registrar. The Company expects it’s registered shares of common stock and related records to eventually be transferred from West Coast Stock Transfer, Inc. (“West Coast”), VerifyMe’s prior transfer agent and registrar, to Vinyl. Until the transfer of records is complete both West Coast and Vinyl are anticipated to serve as co-tra…
CEO — Adam Stedham: The CEO resigned as part of a merger agreement and was succeeded by Matthew Shaw, representing an orderly succession rather than a sudden loss of leadership.
Entry into a Material Definitive Agreement. Registration Rights Agreement On September 30, 2026, the Combined Company entered into a registration rights agreement (the “ Registration Rights Agreement ”) with the Director and Officers of the Combined Company. Under the Registration Rights Agreement, beginning September 30, 2027, we agreed to register for resale Registrable Securities (defined below) held by such securityholders from time to time by preparing and filing a shelf registration sta…
Termination of a Material Definitive Agreement. Immediately prior to the closing of the Merger on September 30, 2026, VerifyMe caused its wholly owned subsidiary PeriShip Global LLC to terminate the Amended and Restated Loan Agreement by and among PeriShip Global LLC and PNC Bank, National Association, effective October 31, 2023 (the “Loan Agreement”). A summary of the material terms and conditions of the Loan Agreement is contained in VerifyMe’s Annual Report on Form 10-K filed with the SEC…
Regulation FD Disclosure. As previously disclosed, on September 18, 2026, VerifyMe’s Board of Directors declared a special cash dividend of $1.50 per share, as adjusted by the Reverse Stock Split ratio (the “Dividend”), to be distributed pro-rata per share of the Company’s Common Stock to (i) holders of Common Stock, and (ii) holders of the Series B Convertible Preferred Stock, par value $0.001 per share, on an as-converted basis. The payment of the Dividend was conditioned upon the closing o…
Changes in Control of Registrant. The information set forth in the “Introductory Note” above regarding the Merger and the information set forth in
Material Modification to Rights of Security Holders. On September 22, 2026, VerifyMe, Inc. (the “Company”) filed a Certificate of Amendment to the Company’s Amended and Restated Articles of Incorporation, as amended, with the Nevada Secretary of State. The Certificate of Amendment effects a reverse stock split of the Company’s common stock, par value $0.001 per share (the “Common Stock”) and treasury stock at a ratio of 1-for-10 shares, effective as 12:01 am Eastern Time on September 29, 2026…
Regulation FD Disclosure. As previously disclosed, on September 18, 2026, the Company’s Board of Directors declared a special cash dividend of $0.15 per share (the “Dividend”), to be distributed pro-rata per share of the Company’s Common Stock to (i) holders of Common Stock, and (ii) holders of the Series B Convertible Preferred Stock, par value $0.001 per share, on an as-converted basis. Payment of the Dividend is conditioned upon the closing of the previously announced proposed merger with…
Regulation FD Disclosure. On September 18, 2026, VerifyMe, Inc. (the “Company”) issued a press release announcing that the Board of Directors declared a special cash dividend of $0.15 per share (the “Dividend”), to be distributed pro-rata per share of the Company’s common stock, $0.001 par value per share (the “Common Stock”) to (i) holders of Common Stock, and (ii) holders of the Series B Convertible Preferred Stock, par value $0.001 per share, on an as-converted basis. Payment of the Divide…
Results of Operations and Financial Condition. On August 14, 2026, VerifyMe, Inc. (the “Company”) issued a press release to report financial results for its three and six months ended June 30, 2026. The Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),…
Entry into a Material Definitive Agreement. On August 10, 2026, the Parties entered into the third amendment (the “Third Amendment”) to the Merger Agreement effective as of August 10, 2026, pursuant to which the outside date was extended from August 31, 2026 to October 31, 2026. The foregoing description of the Amendment does not purport to be complete and subject to, and is qualified in its entirety by reference to, the full text of the Amendment, a copy of which is attached as Exhibit 2.1 t…
Entry into a Material Definitive Agreement. On June 4, 2026, the Parties entered into the Second Amendment (the “Amendment”) to the Merger Agreement, pursuant to which the definition of Fully Diluted Company Shares was revised to include the aggregate number of Open World ordinary shares issuable in connection with any existing agreement to issue Equity Interests (as such term is defined in the Merger Agreement) of Open World. The foregoing description of the Amendment does not purport to be…
Results of Operations and Financial Condition. On May 15, 2026, VerifyMe, Inc. (the “Company”) issued a press release to report financial results for the quarter ended March 31, 2026. The Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise s…
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On April 17, 2026, VerifyMe, Inc. (the “Company”) received a letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based upon the closing bid price of the Company’s common stock for the last 30 consecutive business days, the Company no longer meets Nasdaq Listing Rule 5550(a)(2), which requires listed companies to maintain a minimum bid price o…
Entry into a Material Definitive Agreement. On April 15, 2026, the Parties entered into the First Amendment (the “Amendment”) to the Merger Agreement effective as of April 13, 2026, pursuant to which the outside date was extended from June 30, 2026 to August 31, 2026. The foregoing description of the Amendment does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Amendment, a copy of which is attached as Exhibit 2.1 to this C…
Results of Operations and Financial Condition. On March 30, 2026, VerifyMe, Inc. (the “Company”) issued a press release to report financial results for the year and quarter ended December 31, 2025. The Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),…
Regulation FD Disclosure. Attached as Exhibit 99.1 is a copy of the joint press release issued by the Company and Open World on February 12, 2026 announcing the entry into the Merger Agreement. The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished, shall not be deemed “filed” for any purpose, and shall not be deemed incorporated by reference in any filing under the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), e…
Termination of a Material Definitive Agreement As previously disclosed, on March 6, 2025, the Company entered into an At-The-Market Sales Agreement (the “Sales Agreement”) with Roth Capital Partners, LLC (the “Sales Agent”), pursuant to which the Company could issue and sell, from time to time, shares of its common stock up to an aggregate offering price of $15.8 million (the “ATM Program”). On February 11, 2026, the Company provided the Sales Agent written notice of its decision to terminate…
General market headlines, full earnings-call transcripts, and macro and sector developments flagged when they directly affect this stock are on the way. Today this tab covers SEC filings.
Not investment advice. Scores describe historical and current data; they are not forecasts of future returns. Consult a licensed advisor before making investment decisions.