Form 8-K

8-K — VerifyMe, Inc.

Accession: 0001214659-26-011800

Filed: 2026-09-18

Period: 2026-09-18

CIK: 0001104038

SIC: 6199 (FINANCE SERVICES)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — p9182618k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex99_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):

September 18, 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. ¨

Item 7.01 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 Dividend is conditioned upon the closing of the previously announced proposed merger with Open World Ltd., pursuant

to the Agreement and Plan of Merger, as amended, which remains subject to the approval of the Company’s stockholders and other closing

conditions.

Subject to closing of the merger, the Company

expects the Dividend will be payable on October 2, 2026 to all stockholders of record as of the close of business on September 29, 2026.

A copy of the press release is attached hereto

as Exhibit 99.1 to this Current Report. The information under Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1) is

intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,

as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated

by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific

reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

VerifyMe, Inc. Press Release dated September 18, 2026.

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: September 18, 2026

By:

/s/ Adam Stedham

Adam Stedham

Chief Executive Officer and President

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex99_1.htm · Sequence: 2

Exhibit 99.1

VerifyMe Declares Special Dividend

Lake Mary, FL – September 18, 2026 –

(BUSINESS WIRE) — VerifyMe, Inc. (NASDAQ: VRME) (“VerifyMe”), a provider

of authentication and precision logistics technologies today announced that its Board of Directors has authorized and 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 Dividend is conditioned upon the closing of the

previously announced proposed merger with Open World Ltd., pursuant to the Agreement and Plan of Merger, as amended (the “merger

agreement”) which remains subject to the approval of the Company’s stockholders and other closing conditions.

Subject to closing of the merger, the Company

expects the Dividend will be payable on October 2, 2026 to all stockholders of record as of the close of business on September 29, 2026.

Shareholder Vote

VerifyMe encourages shareholders of record to review the Proxy Statement/Prospectus

and Registration Statement on Form S-4/A declared effective on August 12, 2026 (the “Registration Statement”), for complete

information regarding the merger and the proposals being considered at the Annual Meeting and to submit their votes as soon as possible

so they can be counted ahead of the September 24 meeting.

About OpenWorld

OpenWorld is a technology-powered digital assets and blockchain innovation

company that co-architects and takes principal positions in enterprise blockchain initiatives alongside sovereign governments, institutional

partners, and major enterprises. Since its founding in 2023, OpenWorld has advised on projects representing over $66 billion in aggregate

network value and supported more than 20 companies backed by leading global venture firms, including a16z, Multicoin Capital, Dragonfly,

and Founders Fund. OpenWorld’s capabilities span real-world asset tokenization, stablecoin infrastructure, capital markets advisory,

governance structuring, and public markets strategy, with active engagements across the Gulf, Europe, Australia, and Southeast Asia. To

learn more, visit openworld.dev

About VerifyMe, Inc.

VerifyMe provides specialized logistics for time and temperature-sensitive

products, as well as brand protection and enhancement solutions. To learn more, visit https://www.verifyme.com

No Offer or Solicitation

This press release shall not constitute an offer to sell or the solicitation

of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or

sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Forward-Looking Statements

This press release includes forward-looking statements within the meaning

of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements generally can be identified

by the use of words such as “anticipate,” “expect,” “plan,” “potential,” “could,”

“may,” “will,” “shall,” “should,” “upon,” “would,” and other words

of similar meaning. Examples of forward-looking statements include, among others, statements regarding the proposed Dividend and proposed

business combination between OpenWorld and VerifyMe, the anticipated timing, structure and benefits thereof, including the timing of closing

after the Annual Meeting; the name and trading symbol of the combined company following closing of the proposed merger; the anticipated

benefits thereof and whether any such anticipated benefits will be achieved; and the anticipated listing of the combined company on Nasdaq.

Each forward-looking statement contained in this press release is subject to risks and uncertainties that could cause actual results to

differ materially from those expressed or implied by such statement. Forward-looking statements are neither historical facts nor assurances

of future performance. Instead, they are based only on our current beliefs, expectations and assumptions. Because forward-looking statements

relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and

many of which are outside of our control. Actual results and outcomes may differ materially from those indicated in the forward-looking

statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause actual results

and outcomes to differ materially from those indicated in the forward-looking statements include, among others, the following: (1) the

occurrence of any event, change, or other circumstances that could give rise to the termination of the merger agreement or could otherwise

cause the transaction to fail to close, including the failure to obtain stockholder approval necessary to complete the merger; (2) the

institution or outcome of any legal proceedings that may be instituted against VerifyMe or OpenWorld following the announcement of the

merger agreement and the transactions contemplated therein; (3) the inability of the parties to complete the proposed business combination,

including due to failure to obtain approval of the securityholders of VerifyMe, certain regulatory approvals, or satisfy other conditions

to closing in the merger agreement; (4) the risk that the proposed business combination disrupts current plans and operations as a result

of the time it diverts from management and the consummation of the proposed business combination; (5) the ability to recognize the anticipated

benefits of the proposed business combination; (6) the risk that tokenized securities may face increased regulatory scrutiny and may not

be broadly accepted by the market; (7) costs related to the proposed business combination; (8) changes in applicable laws or regulations;

and (9) the risks and uncertainties identified under VerifyMe’s Annual Report on Form 10-K, as well as other information VerifyMe

has or may file with the SEC from time to time.

VerifyMe cautions investors not to place considerable reliance on the

forward-looking statements contained in this press release. You are encouraged to read VerifyMe’s filings with the SEC, available

at www.sec.gov, for a discussion of these and other risks and uncertainties. The forward-looking statements speak only as of the date

of this document, and VerifyMe undertakes no obligation to update or revise any of these statements except as required by applicable law.

VerifyMe’s business is subject to substantial risks and uncertainties, including those referenced above. Investors, potential investors,

and others should consider these risks and uncertainties. VerifyMe does not give any assurance that VerifyMe or OpenWorld will achieve

its expectations by the transactions contemplated in the merger agreement or otherwise.

Important Additional Information and Where to Find It

In connection with the proposed transaction, VerifyMe filed the Registration

Statement to register the shares of VerifyMe common stock to be issued in connection with the proposed merger. The Registration Statement

includes a proxy statement/prospectus and was declared effective by the SEC on August 12, 2026. VerifyMe has mailed the Proxy Statement/Prospectus

filed with the SEC on August 14, 2026, to VerifyMe stockholders seeking their approval of the proposals set forth therein at the Annual

Meeting. The merger agreement and the agreements and forms of agreements described in the Proxy Statement/Prospectus and Registration

Statement should not be read alone but should instead be read in conjunction with the other information regarding the merger agreement,

VerifyMe, OpenWorld, and their respective affiliates and respective businesses, that are contained in, or incorporated by reference into,

the Proxy Statement/Prospectus and Registration Statement as well as in the Forms 10-K, Forms 10-Q and other filings that VerifyMe makes

with the SEC. INVESTORS AND STOCKHOLDERS OF VERIFYME ARE URGED TO READ THE REGISTRATION STATEMENT AND THE RELATED PROXY STATEMENT/PROSPECTUS,

AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH

THE PROPOSED TRANSACTION CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT

VERIFYME, OPENWORLD, THE MERGER AND RELATED MATTERS.

Investors and stockholders of VerifyMe can obtain free copies of the

Registration Statement, Proxy Statement/Prospectus, and other documents filed by VerifyMe with the SEC (when they become available) through

the website maintained by the SEC at www.sec.gov. In addition, VerifyMe stockholders of record may obtain at no cost, upon written request,

a copy of VerifyMe’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (without exhibits), as filed with the

SEC, with exhibits thereto being made available, upon written request and payment to VerifyMe of the reasonable costs of reproduction

and mailing, if any, by contacting VerifyMe by mail at VerifyMe, Inc., 801 International Parkway, Fifth Floor, Lake Mary, Florida 32746,

Attention: Corporate Secretary. Investors and stockholders of VerifyMe are urged to read the Registration Statement, Proxy Statement/Prospectus,

and the other relevant materials when they become available and before making any investment decision with respect to the proposed merger.

Participants in the Solicitation

VerifyMe and certain of its directors and executive officers may be

deemed to be participants in the solicitation of proxies from VerifyMe stockholders with respect to the Annual Meeting and the proposed

merger transaction under the rules of the SEC. Information about VerifyMe directors and executive officers and their ownership of VerifyMe

securities is set forth in the Proxy Statement/Prospectus, as well as other information VerifyMe has or may file with the SEC from time

to time. Additional information regarding the identity of participants in the solicitation of proxies, and a description of their direct

or indirect interests in the proposed transaction, by security holdings or otherwise, is set forth in the Proxy Statement/Prospectus and

other materials filed with the SEC in connection with the proposed transaction when they become available.

Contacts

Company: OpenWorld Ltd.

Email: OpenWorld@gasthalter.com

Company: VerifyMe, Inc.

Email: IR@verifyme.com

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