VerifyMe, Inc. 8-K

What Happened

• VerifyMe, Inc. (NASDAQ: VRME) filed a Form 8-K on June 9, 2026 disclosing a Second Amendment to the Agreement and Plan of Merger dated June 4, 2026 among VerifyMe, VRME Subsidiary Corp. and Open World, Ltd.
• The Amendment revises the Merger Agreement’s definition of “Fully Diluted Company Shares” to expressly include the aggregate number of Open World ordinary shares issuable under any existing agreements to issue Equity Interests of Open World. A copy of the Amendment is attached as Exhibit 2.1 to the 8-K.

Key Details

• Amendment date: June 4, 2026; 8-K filed: June 9, 2026.
• Parties: VerifyMe, Inc., VRME Subsidiary Corp., and Open World, Ltd.
• Change: “Fully Diluted Company Shares” definition expanded to include Open World ordinary shares issuable under existing equity agreements.
• Documentation: Amendment attached as Exhibit 2.1 and incorporated by reference.

Why It Matters

• The amendment changes which Open World shares are counted when calculating the fully diluted share total used in the merger, affecting the denominator for ownership percentages and per-share calculations in the transaction.
• For investors, this is a material contractual change to the merger mechanics that may alter dilution assumptions underlying the pending merger; no other financial terms or outcomes were disclosed in the 8-K.