VerifyMe Sets September 24 Vote on Reverse Merger That Would Hand 90% Control to OpenWorld

summarizeSummary

VerifyMe will ask stockholders on September 24 to approve a reverse merger with blockchain firm OpenWorld. If approved, existing VerifyMe holders will own just 10% of the combined company, which will pivot to digital asset infrastructure and tokenization. The deal includes a $50M equity line, a plan to tokenize shares on-chain, and a likely reverse stock split to maintain Nasdaq listing.

check_boxKey Events · M&A and Partnerships · VRME

• Stockholder Vote Set for September 24

  VerifyMe will hold its annual meeting on September 24, 2026, to vote on the share issuance proposal required to complete the reverse merger with OpenWorld. The merger agreement has been amended a third time, extending the outside date to October 31, 2026.

• Existing Holders Face 90% Dilution

  Upon closing, current VerifyMe stockholders will own approximately 10% of the combined company, with OpenWorld securityholders owning 87.75% and advisor Maxim owning 2.25%. The exchange ratio is fixed and will not adjust for changes in VerifyMe's stock price.

• $50M Equity Line and Tokenization Deal Added

  The filing discloses a $50 million equity line from GEM Global Yield LLC SCS, contingent on the merger closing, and an agreement with Figure Technology Solutions to tokenize the combined company's common stock on the OPEN blockchain network. A proposal to authorize 500 million shares of 'blockchain common stock' is also included.

• Nasdaq Delisting Risk and Reverse Split Likely

  VerifyMe received a Nasdaq delisting notice on April 17, 2026, for failing to maintain a $1 minimum bid price. The company has until October 14, 2026, to regain compliance. A reverse stock split at a ratio between 1-for-2 and 1-for-10 is expected if the merger proceeds, as the combined company must meet Nasdaq's initial listing requirements.

auto_awesomeAnalysis · VRME · Crypto Assets

A September 24 stockholder vote is now locked in for a deal that will leave existing holders with just 10% of the combined company. The merger agreement has been amended for a third time, pushing the outside date to October 31, 2026. New disclosures include a $50 million equity line from GEM, a deal with Figure to tokenize the combined company's shares on a blockchain, and a proposal to authorize 500 million shares of a new 'blockchain common stock' class. Separately, VerifyMe disclosed it received a Nasdaq delisting notice in April and must regain compliance by October 14 — a reverse stock split is likely if the merger proceeds. The filing updates pro forma financials showing a combined net loss of $4.8 million in Q1 2026 on $5.4 million in revenue. Against a backdrop of a 60% revenue decline at VerifyMe and a going-concern warning at OpenWorld, the merger represents a high-stakes pivot into digital assets — but one that comes with extreme dilution and significant execution risk.