VerifyMe, Inc. 8-K

What Happened VerifyMe, Inc. (VRME) announced on Feb. 11, 2026 that it entered into an Agreement and Plan of Merger with its wholly owned subsidiary Merger Sub and Open World Ltd. Under the agreement Merger Sub will merge into Open World, leaving Open World as a wholly‑owned subsidiary of VerifyMe. The parties expect pre‑closing VerifyMe stockholders to retain roughly 10% of the combined company and holders of Open World ordinary shares and SAFEs to receive newly issued VerifyMe common stock representing approximately 90% of the post‑closing shares. The company must file a Form S‑4 (proxy statement/prospectus) and obtain stockholder and regulatory approvals before closing.

Key Details

• Expected ownership split after closing: existing VerifyMe holders ~10%; Open World holders and SAFEs ~90%.
• Merger closing conditions include: effectiveness of the Form S‑4, required stockholder votes, expiration of regulatory waiting periods, written Cayman Islands Trade & Business Licensing Board approval, Nasdaq approval of the post‑merger listing application, Company having Closing Net Cash ≥ $1.0 million, and certain corporate actions (e.g., PeriShip credit facility termination; possible reverse stock split).
• Support: certain VerifyMe stockholders (including directors/officers) holding ~14% agreed to vote in favor under Stockholder Support Agreements.
• Executive changes and compensation: David Edmonds, Marshall Geller, Howard Goldberg and Adam Stedham are expected to resign from the board at closing. Employment agreements executed (effective at closing) include: Adam Stedham (new role: President of Precision Logistics) with $300,000 base salary and Jennifer Cola to continue as CFO with $180,000 base salary; Ms. Cola was granted 130,000 restricted shares vesting at the Effective Time.
• The company terminated its At‑The‑Market (ATM) sales agreement with Roth Capital; the ATM program will end on Feb. 16, 2026 and no shares were sold under it.

Why It Matters This is a potential change-of-control transaction that would substantially dilute current VerifyMe public shareholders (they would hold about 10% of the combined company if the deal closes as expected). Completion depends on multiple approvals and conditions (SEC registration/Form S‑4 effectiveness, shareholder votes, Nasdaq listing approval, regulatory consents, and a minimum cash threshold). The filing also signals planned management and board changes, acceleration of certain equity awards at closing, and new compensation commitments for key executives — all material items investors should consider when evaluating near‑term ownership, governance and liquidity implications. Investors should review the forthcoming Form S‑4/proxy materials once filed for full details and the exact exchange ratio and risk factors.