VerifyMe Amends Merger Agreement to Clarify Dilution Scope for Open World Deal

summarizeSummary

VerifyMe, Inc. amended its merger agreement with Open World Ltd. to clarify the definition of fully diluted shares, ensuring all Open World equity interests are included in the calculation of post-merger share counts.

check_boxKey Events

• Merger Agreement Amended

  VerifyMe, Inc. entered into a Second Amendment to its Agreement and Plan of Merger with Open World Ltd. on June 4, 2026.

• Dilution Definition Revised

  The amendment revises the definition of "Fully Diluted Company Shares" to include all Open World ordinary shares issuable in connection with any existing agreements to issue equity interests of Open World.

• Context of High Dilution

  This amendment follows previous disclosures, including an S-4/A on June 5, 2026, indicating that the reverse merger with Open World will result in approximately 90% dilution for existing VerifyMe shareholders.

auto_awesomeAnalysis

VerifyMe, Inc. has filed a second amendment to its merger agreement with Open World Ltd. This amendment revises the definition of "Fully Diluted Company Shares" to explicitly include all Open World ordinary shares issuable under existing equity interest agreements. This clarification is important for investors as it ensures a comprehensive accounting of potential dilution, especially given the previously disclosed 90% dilution for current VerifyMe shareholders resulting from the reverse merger.