Key Highlights

● VerifyMe filed OpenWorld's audited financial statements for 2025 and 2024 and pro forma combined information under Item 9.01.

● The February 11, 2026 merger agreement also involves VRME Subsidiary Corp. and Open World Ltd., a Cayman Islands exempted company.

● The SEC declared the related registration statement effective on August 12, 2026, and VerifyMe stockholders approved proposals September 24.

● The pro forma exhibit treats the deal as a reverse merger, with OpenWorld identified as the accounting acquirer.

VerifyMe, Inc. (NASDAQ:VRME) filed a Form 8-K on September 29, 2026 that supplies the financial statements of OpenWorld and unaudited pro forma combined financial information for its planned merger with Open World Ltd. The report, which is signed September 28, 2026 by Chief Executive Officer and President Adam Stedham, is an Item 9.01 filing, the item companies use to file financial statements and other exhibits, and it consists mainly of exhibits. It includes OpenWorld's audited financial statements for 2025 and 2024, unaudited financial statements for the six months ended June 30, 2026, and pro forma condensed combined information for the two companies.

The Merger Background

According to the filing, VerifyMe, a Nevada corporation based in Lake Mary, Florida, entered into an Agreement and Plan of Merger on February 11, 2026 with its wholly owned subsidiary VRME Subsidiary Corp. and Open World Ltd., a Cayman Islands exempted company. The structure is described as "the merger of Merger Sub with and into OpenWorld, with OpenWorld continuing as the surviving corporation and a wholly owned subsidiary of VerifyMe."

The filing reports two milestones: the SEC declared the related registration statement effective on August 12, 2026, and VerifyMe stockholders approved merger-related proposals at their annual meeting on September 24, 2026. The report says the pro forma information is being provided at Nasdaq's request.

What the Exhibits Contain

Exhibit 99.1 holds the audited consolidated financial statements of OpenWorld for the years ended December 31, 2025 and 2024. Exhibit 99.2 holds unaudited condensed consolidated financial statements for the three and six months ended June 30, 2026 and 2025. Exhibit 99.3 holds the unaudited pro forma condensed combined financial information, and Exhibit 23.1 is the consent of RSM Cayman Ltd., OpenWorld's auditor, to the use of its report. An auditor's consent is a routine exhibit that allows the audit report to be relied on in the company's other filings and registration statements.

Pro forma statements show how two companies' results might have looked if they had been combined at an earlier date. They are built on assumptions and adjustments and do not predict future results. Per the exhibit, the balance sheet assumes the merger occurred on June 30, 2026, and the statements of operations assume it occurred on January 1, 2025.

How the Combined Company Is Described

The pro forma exhibit treats the transaction as a reverse merger. Although VerifyMe is the public company issuing the shares, OpenWorld is identified as the accounting acquirer, meaning its historical financial statements would become those of the combined company. The exhibit gives three reasons: OpenWorld securityholders would own a substantial majority of the voting rights, OpenWorld would designate six of the seven board members, and OpenWorld would hold the majority of senior management positions.

Using a VerifyMe share price of $7.95 as of September 18, 2026 for illustration, the exhibit projects post-merger ownership of about 87.75 percent for OpenWorld securityholders, about 10 percent for VerifyMe stockholders and about 2.25 percent for Maxim. The exhibit also says that changes in the fair value of digital assets, receivables, investments and derivative instruments are non-cash and may introduce significant volatility to reported earnings.

VerifyMe and OpenWorld Await Merger Completion

Items to watch include a Form 8-K announcing completion, which would normally follow the satisfaction of the closing conditions in the merger agreement, and any amended pro forma information.