VerifyMe, Inc. (VRME) Form 424B3 — Aug 14, 2026
VerifyMe filed a Form 424B3 proxy statement/prospectus for its proposed reverse merger with Open World Ltd., a Cayman Islands digital assets and blockchain company. VerifyMe stockholders will vote on the share issuance and related proposals at a virtual annual meeting on September 24, 2026, with the merger expected to close by October 31, 2026. If approved, VerifyMe will issue approximately 122.7 million shares to OpenWorld securityholders, leaving current VerifyMe holders with roughly 10% of the combined company, OpenWorld holders with about 87.75%, and advisor Maxim with about 2.25%. The company will be renamed OpenWorld, Inc.
Key figures
- Deal Value Usd
- $200 million (assumed total transaction enterprise value)
- Shares Offered
- 122691832
- Shares Outstanding
- 13165196
- Annual meeting date
- September 24, 2026 (virtual)
- Expected completion
- by October 31, 2026
- Maxim remaining fee
- approximately $5 million in cash or stock
- Maxim upfront cash fee
- $1 million
- Maxim advisory fee total
- $6 million (3.0% of transaction enterprise value)
- Maxim pro forma ownership
- approximately 2.25%
- Equity plan share increase
- 16182541
- Expected combined company ticker
- OPNW
- Safe conversion equivalent shares
- 17282779
- Verifyme closing price aug 7 2026
- 0.6975
- Blockchain common stock authorized
- 500000000
- Openworld safe principal converting
- $3,550,000
- Supporting stockholders voting power
- approximately 14%
- Verifyme holders pro forma ownership
- approximately 10%
- Openworld holders pro forma ownership
- approximately 87.75%
- Authorized capital after charter amendment
- 1,250,000,000 shares (from 750,000,000)
- Unvested rsas included in shares outstanding
- 70000
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