Form 8-K

8-K — VerifyMe, Inc.

Accession: 0001214659-26-012385

Filed: 2026-10-01

Period: 2026-10-01

CIK: 0001104038

SIC: 6199 (FINANCE SERVICES)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — i9302618k.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):

October 1, 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:

¨ 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.

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, the closing of the Merger. The press release is furnished as Exhibit 99.1 to this Current Report on Form

8-K and incorporated herein by reference, except that the information contained on the websites referenced in the press release is not

incorporated herein by reference.

The information in this Item 7.01, including Exhibit

99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended,

or 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 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

Press Release dated October 1, 2026

104

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

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.

VerifyMe, Inc.

Date: October 1, 2026

/s/ Jennifer Cola

Name:

Jennifer Cola

Title:

Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex99_1.htm · Sequence: 2

Exhibit 99.1

OpenWorld and VerifyMe Complete Business Combination,

Establish Leading Tokenization Platform for Digitization of Real-World Assets

Effective at market open on October 1, 2026,

OpenWorld will trade on NASDAQ as “OPNW”

Digital assets veteran Matthew Shaw to lead

combined company as Chairman and Chief Executive Officer as it advances institutional-grade real-world asset tokenization

LAS VEGAS--(BUSINESS

WIRE)--OpenWorld, Inc. (“OpenWorld” or the “Company”) an innovation company advancing global real-world asset

tokenization, today announced the completion of its business combination with VerifyMe, Inc. (NASDAQ: VRME) (“VerifyMe”) Effective

October 1, 2026, the combined company will change its name to “OpenWorld, Inc.” In connection with the name change, the Company’s

common stock is expected to begin trading on NASDAQ under the ticker symbol “OPNW” at market open on October 1, 2026. OpenWorld

also intends to pursue a dual listing on Figure OPEN, a blockchain-based trading platform, which the Company expects to have live by November

2026.

“At VerifyMe, our primary objective has always been to create

market value for our shareholders, and this merger represents the clearest path to achieving that objective,” said Adam Stedham,

former Chief Executive Officer of VerifyMe. “With OpenWorld’s real-world asset tokenization capabilities, we can provide our

shareholders direct exposure to a business with a far larger opportunity ahead than we could have pursued independently.”

OpenWorld is building the infrastructure to bring real-world assets

on-chain, helping transform the cash flows of operating businesses and physical assets into investable, transparent financial products.

Through OpenWorld Enterprise, the Company combines financial structuring and blockchain infrastructure to support the development, issuance,

and distribution of tokenized real-world assets for institutional investors.

“Tokenizing the cash flows of some of the world’s most

dynamic businesses has the potential to dramatically shift how companies finance their operations and how investors access yield,”

said Matthew Shaw, Chief Executive Officer. “We believe bringing OpenWorld’s platform to a broader set of investors as a publicly

traded company is a significant milestone in the path to more accessible global markets.”

CEO and Chairman, Matthew Shaw and Group President, Russ McMeekin bring

complementary leadership expertise to OpenWorld, with Mr. Shaw having co-founded multiple technology and crypto companies and serving

as a director on several tier-1 token projects, and Mr. McMeekin having spent more than a decade as a senior executive at Honeywell International,

including as President of its Internet and Advanced Software business.

Advisors

Maxim Group LLC is serving as the exclusive financial advisor to OpenWorld.

Latham & Watkins LLP is serving as counsel to OpenWorld.

Harter Secrest & Emery LLP is serving as counsel to VerifyMe.

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

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,” “believes,” “continue,” “expect,” “plan,”

“could,” “commence,” “may,” “will,” “should,” “potential,” and

other words of similar meaning. Examples of forward-looking statements include, among others, statements regarding, whether the combined

company’s equity securities will be successfully tokenized on Figure OPEN and the anticipated benefits thereof; the expected name

and trading symbol of the combined company; the integration of the businesses of VerifyMe and OpenWorld; the anticipated benefits, costs

and accounting treatment of the merger; the development, commercialization and regulatory treatment of tokenized real-world assets and

blockchain infrastructure; the combined company’s ability to maintain its Nasdaq listing; future revenue, profitability, liquidity

and capital needs; the availability of financing following termination of the GEM financing arrangements; the value, liquidity, custody

and regulatory treatment of digital assets; customer concentration; cybersecurity and third-party service providers. 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: the inability to realize expected benefits

of the Merger; transaction and public-company costs; changes in laws, regulations or regulatory interpretations affecting digital assets,

tokenization, securities, commodities, money transmission, sanctions or privacy; volatility and illiquidity in digital asset markets;

concentration of customers and revenue; dependence on key personnel and third-party providers; cybersecurity incidents; accounting judgments,

purchase-price allocation and internal-control matters; the Company’s ability to obtain financing and satisfy Nasdaq requirements;

and the risks and uncertainties identified under any documents OpenWorld has or may file with the SEC from time to time.

OpenWorld cautions investors not to place considerable reliance on

the forward-looking statements contained in this press release. You are encouraged to read OpenWorld’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 OpenWorld undertakes no obligation to update or revise any of these statements except as required by applicable law. OpenWorld’s

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

should consider these risks and uncertainties.

Contacts

IR@verifyme.com

Media

Gasthalter & Co.

Phone: (212) 257-4170

Email: openworld@gasthalter.com

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