VerifyMe, Inc. 8-K

What Happened
VerifyMe, Inc. announced on Jan. 2, 2026 (LOI) and in a press release on Jan. 5, 2026 that it has entered a letter of intent to pursue a merger with Open World Ltd. Under the proposal, VerifyMe’s wholly owned Merger Sub would merge into Open World, with Open World surviving as a wholly owned subsidiary of VerifyMe. At closing, Open World shareholders would receive approximately 90% of VerifyMe’s issued and outstanding shares, making them the controlling shareholders of the combined public company.

Key Details

• LOI dated January 2, 2026; press release furnished Jan. 5, 2026.
• At closing, VerifyMe must hold minimum cash of $1,000,000; Board may pay a cash dividend of any excess cash to shareholders prior to closing.
• 60‑day exclusivity/no‑shop period from LOI execution; LOI terminates if the merger isn’t closed by June 30, 2026 or under other specified conditions.
• Termination fees: $500,000 payable by VerifyMe if it accepts a Superior Proposal; $400,000 payable by the terminating party in certain other termination scenarios (e.g., failure of a board to approve, inability to obtain a satisfactory fairness opinion).

Why It Matters
This LOI outlines a potential change of control (Open World shareholders would own ~90% post‑deal) and sets clear financial and timing conditions that investors should watch: the minimum cash requirement, the exclusivity period, and the termination fees. The filing also includes standard forward‑looking disclaimers—there is no assurance the merger will be completed and investors should monitor future filings for a definitive merger agreement or material updates.