OpenWorld: agrees to acquire Blocksight for 641,924 shares

What happened

• OpenWorld filed an 8-K reporting that on Oct 16, 2026 it entered into an Agreement and Plan of Merger with Blocksight Holdings Co. (Legacy Blocksight), Sellers Kim & Associates Advisory, Inc., Patrick Kim, Ryan Yue and Sungmeen Hong, and OpenWorld Subco (US) Inc. Under the Merger Agreement, Merger Sub will merge into Legacy Blocksight and Legacy Blocksight will become a wholly owned subsidiary of OpenWorld upon the Effective Time.
• The filing also includes a joint press release issued Oct 19, 2026 announcing the entry into the Merger Agreement.

Key details

• Aggregate purchase price: 641,924 shares of OpenWorld common stock, equal to 4% of the company’s fully diluted capitalization following the previously completed merger with Open World Ltd.
• Of the 641,924 shares, 275,110 shares will be issued as restricted stock subject to vesting (the "Restricted Stock Consideration") and 366,814 shares will not be subject to vesting restrictions.
• Vesting: 6.6667% of the Restricted Stock Consideration to be issued to each Seller will vest monthly beginning on the 22-month anniversary of Closing and continuing until the 36-month anniversary, subject to continued employment; the Restricted Stock Consideration issued to Mr. Yue will not be subject to any repurchase option.
• Employment arrangements: Patrick Kim to serve as Blocksight CEO with base salary $20,833.33 per month ($250,000 annually) and specified signing, six-month, twelve-month and retention bonuses totaling specified amounts; Sungmeen Hong to serve as chief product officer with base salary $29,166.67 per month ($350,000 annually) and specified signing, six-month, twelve-month and retention bonuses. The company irrevocably guarantees payment and performance of Blocksight’s obligations under the employment letters.
• Legacy Blocksight expenses incurred prior to Closing will be satisfied by the company; if such expenses exceed $125,000, excess will be deducted from bonuses payable to Sellers under the employment offer letters.

Why it may matter

• Item 1.01 was reported: entry into a material definitive agreement covering the Merger Agreement and related transaction documents, including employment offer letters and restricted share subscription agreements.
• Item 3.02 was reported: unregistered sales of equity securities relating to the Restricted Stock Consideration and the form of restricted share subscription agreement.
• Item 7.01 was reported: Regulation FD disclosure via a joint press release dated Oct 19, 2026. This filing does not show why the insider traded or why the company acted.