VerifyMe, Inc. Files OpenWorld Financials Ahead of Proposed Merger

What Happened
VerifyMe filed Form 8-K on September 29, 2026 to furnish financial statements and pro forma financial information related to its proposed business combination with OpenWorld (Open World Ltd.). The filing attaches OpenWorld’s audited consolidated financial statements for the years ended December 31, 2025 and 2024, unaudited condensed consolidated financial statements for the three- and six-month periods ended June 30, 2026 and 2025, and unaudited pro forma condensed combined financial information for VerifyMe and OpenWorld (covering the year ended December 31, 2025 and the six months ended June 30, 2026). The 8-K also includes the auditor consent exhibit.

Key Details

• Filing date: September 29, 2026.
• OpenWorld audited financials: years ended December 31, 2025 and December 31, 2024 (Exhibit 99.1).
• OpenWorld interim financials: three- and six-month periods ended June 30, 2026 and 2025 (Exhibit 99.2).
• Pro forma combined financial info: VerifyMe and OpenWorld for year ended Dec 31, 2025 and six months ended June 30, 2026 (Exhibit 99.3).
• Corporate process milestones: Registration Statement declared effective Aug 12, 2026; VerifyMe stockholders approved merger-related proposals at the annual meeting on Sept 24, 2026.
• The filing contains forward-looking statement disclosures and highlights risks that could delay or prevent closing of the merger.

Why It Matters
This 8-K provides the financial detail investors need to assess OpenWorld’s historical results and how the two companies would look on a combined, pro forma basis — key inputs for evaluating the proposed merger. The document also confirms regulatory and shareholder steps already taken (SEC effectiveness of the registration statement and stockholder approval). Investors should review the attached audited, interim and pro forma statements and the merger-related disclosures (including the risk factors and forward-looking statements) before making investment decisions. Free copies of the registration statement and proxy/prospectus are available on the SEC website.