Form 8-K

8-K — VerifyMe, Inc.

Accession: 0001214659-26-009986

Filed: 2026-08-12

Period: 2026-08-10

CIK: 0001104038

SIC: 6199 (FINANCE SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

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EX-2.1 — EXHIBIT 2.1 (ex2_1.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

August 10, 2026

VerifyMe, Inc.

(Exact name of registrant as specified in its charter)

Nevada

001-39332

23-3023677

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

801 International Parkway, Fifth Floor, Lake Mary, Florida

32746

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code:

(585) 736-9400

_____________________

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per share

VRME

The Nasdaq Capital Market

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of

the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ¨

EXPLANATORY NOTE

As previously disclosed, VerifyMe, Inc., a Nevada corporation (the “Company”),

VRME Subsidiary Corp., a Nevada corporation and wholly owned subsidiary of the Company (“Merger Sub”) and Open World Ltd.,

a Cayman Islands exempted company (“Open World” and, together with the Company and Merger Sub, the “Parties”),

entered into an Agreement and Plan of Merger, as amended by the First Amendment to the Agreement and Plan of Merger dated April 13, 2026,

and the Second Amendment to the Agreement and Plan of Merger dated June 4, 2026 (the “Merger Agreement”), pursuant to which

Merger Sub will merge with and into Open World, Merger Sub will cease to exist and Open World will become a wholly-owned subsidiary of

the Company (the “Merger”).

Item 1.01 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 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

2.1

Third Amendment to the Agreement and Plan of Merger dated August 10, 2026, by and among VerifyMe, Inc., VRME Subsidiary Corp., and Open World, Ltd.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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.

VerifyMe, Inc.

Date: August 12, 2026

By:

/s/ Adam Stedham

Adam Stedham

Chief Executive Officer

EX-2.1 — EXHIBIT 2.1

EX-2.1

Filename: ex2_1.htm · Sequence: 2

Exhibit 2.1

Third

Amendment to Agreement and Plan of Merger

This

Third Amendment to Agreement and Plan of Merger (the “Amendment”), dated as of August 10, 2026, is made

by and between VerifyMe, Inc., a Nevada corporation (“Parent”), VRME Subsidiary Corp., a Nevada corporation and a direct,

wholly owned Subsidiary of Parent (“Merger Sub”) and Open World Ltd., a Cayman Islands exempted company (the “Company”).

The parties hereto are referred to collectively as the “Parties”

and individually as a “Party”.

Whereas,

the Parties have entered into that certain Agreement and Plan of Merger dated as of February 11, 2026, as amended by that certain

First Amendment to Agreement and Plan of Merger dated April 15, 2026, as further amended by that certain Second Amendment to Agreement

and Plan of Merger dated June 4, 2026 (collectively, the “Agreement”); and

Whereas,

the Parties desire to further amend the Agreement as more fully described herein.

Now,

Therefore, in consideration of the terms and conditions set forth herein and for other good and valuable consideration, the

receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Definitions.

Capitalized terms used and not otherwise defined herein have the meaning ascribed to such terms in the Agreement.

2. Amendment

to the Agreement. Section 9.01(b)(iii) of the Agreement is hereby amended and restated in its entirety as follows:

“(iii) the Merger

shall not have been consummated on or before October 31, 2026 (as such date may be extended by the mutual written consent of Parent and

the Company, the “End Date”); provided that the right to terminate this Agreement pursuant to this Section

9.01(b)(iii) shall not be available to any Party whose breach of any provision of this Agreement primarily causes or results in the

failure of the Merger to be consummated by such time;”

3. Reference

to and Effect on the Agreement. Except as specifically modified or amended by the terms of this Amendment, the Agreement and all provisions

contained therein are, and shall continue, in full force and effect and are hereby ratified and confirmed. All references in the Agreement

to itself shall be deemed references to the Agreement as amended hereby.

4. Counterparts.

This Amendment may be executed in counterparts (each of which shall be deemed to be an original but all of which taken together shall

constitute one and the same agreement) and shall become effective when one or more counterparts have been signed by each of the Parties

and delivered (including by electronic communication) to the other Parties.

5. Governing

Law. This Amendment, and all claims or causes of action based upon, arising out of, or related to the Agreement or the transactions

contemplated hereby, shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect

to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of Laws of another

jurisdiction save that, the statutory, fiduciary and other duties of the directors of the Company, the effects of the Merger and the rights

set forth in Section 238 of the Companies Act shall in each case be governed by the laws of the Cayman Islands.

6. Successors

and Assigns. This Amendment shall be binding upon the Parties to the Agreement and their respective successors and permitted assigns.

7. Headings.

Headings in this Amendment are included for convenience or reference purposes only and shall not constitute a part of this Amendment for

any other purpose.

[Signature page follows]

IN WITNESS WHEREOF,

the Parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the date first

above written.

VERIFYME, INC.

By:

/s/ Adam Stedham

Name:

Adam Stedham

Title:

Chief Executive Officer and President

VRME SUBSIDIARY CORP.

By:

/s/ Adam Stedham

Name:

Adam Stedham

Title:

President

OPEN WORLD LTD.

By:

/s/ Matthew Shaw

Name:

Matthew Shaw

Title:

Chief Executive Officer

[Signature Page to Third Amendment to Agreement

and Plan of Merger]

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