VerifyMe, Inc. Completes Merger, Renames to OpenWorld; Post‑Close Actions

What Happened
VerifyMe, Inc. filed an 8‑K on September 30, 2026 reporting the closing of the Merger (closed 9/30/2026 at 11:00 a.m. ET) and several related post‑closing actions. The Company amended its articles to change its name to OpenWorld, Inc. effective October 1, 2026; entered into a Registration Rights Agreement with certain directors and officers; declared and set payment details for a special cash dividend; and completed various housekeeping items including termination of a legacy loan, issuance of certain warrants, and a transfer‑agent change.

Key Details

• Registration Rights Agreement (entered 9/30/2026): holders who are directors/officers can demand a shelf registration beginning 9/30/2027; a request by holders of a majority of Registrable Securities requires filing within 30 days and the company must use commercially reasonable efforts to keep the registration effective. Company is only required to effect one demand registration per 12‑month period; underwritten shelf registrations are only required if the offering is reasonably expected to exceed $20,000,000. Registration rights expire on the earlier of the 3rd anniversary of the agreement or when a holder no longer holds Registrable Securities. Registrable Securities include shares held post‑merger, shares issuable on exercise of equity securities distributed in the Merger, and related stock dividends/splits.
• Unregistered warrants: Concurrent with closing, the Company issued Closing Warrants to certain Legacy OpenWorld partners/consultants — 100,000 warrants post‑reverse split (1,000,000 pre‑split) exercisable at $6.70 per share ($0.67 pre‑split), vesting in eight equal quarterly installments over two years, cash‑exercisable, expiring five years from issuance; issued under Section 4(a)(2) and subject to transfer restrictions.
• Loan termination: Immediately prior to closing, PeriShip Global LLC terminated its Amended and Restated Loan Agreement with PNC Bank (effective Oct. 31, 2023 per the loan terms). The Company reports no remaining balance and no early termination penalties.
• Corporate governance and corporate actions: Board approved a Certificate of Amendment changing the corporate name to OpenWorld, Inc. (effective 10/1/2026) and amended bylaws (effective 9/30/2026) to add exclusive forum provisions (Eighth Judicial District Court of Clark County, Nevada, with certain federal forum exceptions) and to remove the prohibition on stockholder action by written consent. Special cash dividend of $1.50 per share (adjusted for the Reverse Stock Split) was declared earlier and will be paid October 2, 2026 to shareholders of record as of close of business on September 29, 2026. The Company also appointed Vinyl Equity, Inc. as transfer agent (co‑transfer agent with West Coast through ~10/13/2026); West Coast will remain paying agent for the dividend.

Why It Matters

• Registration rights: give certain insiders a clear path to register and sell post‑merger shares, which can improve resale liquidity for those holders once filings are effective.
• Warrants and potential dilution: the Closing Warrants, if exercised, would increase outstanding shares (subject to vesting and exercise), which is a potential source of future dilution.
• Cash return and recordkeeping: the declared special dividend ($1.50 adjusted) provides a near‑term cash distribution to shareholders; the transfer‑agent change affects where shareholder records are maintained and could affect administrative communications.
• Governance changes: the name change, forum‑selection clause and removal of the written‑consent prohibition represent material changes to corporate identity and governance procedures disclosed to investors.