Gerard Hernandez and GM Consulting Group Inc. filed Amendment No. 1 to their Schedule 13D with the SEC on November 3, 2026, disclosing that a registered direct public offering completed on October 30, 2026 reduced their combined beneficial ownership in OpenWorld, Inc. below the five percent threshold.

Key Highlights

  • Exit filing: The amendment constitutes an exit filing for both reporting persons, Hernandez Gerard Albert Palana and GM Consulting Group Inc., according to the filing.
  • Ownership drops to 4.4%: The aggregate beneficial ownership of the reporting persons fell to 702,999 shares, representing 4.4% of the class as of November 3, 2026.
  • Trigger event: On October 30, 2026, OpenWorld closed a registered direct public offering in which 1,494,084 shares were issued to an institutional investor, bringing total shares outstanding to 15,615,199.
  • Holdings composition: The 702,999 shares consist of 386,348 shares held by GM Consulting Group Inc., 17,077 shares held by LB2 Capital Partners LLC, and 299,574 shares underlying presently exercisable stock options held by GM Consulting Group Inc.
  • Stock options detail: GM Consulting holds two options: 154,539 shares at $2.18 per share expiring December 7, 2035, and 145,035 shares at $6.52 per share expiring August 27, 2036.
  • CFO appointment: Effective October 23, 2026, Mr. Hernandez was appointed Chief Financial Officer of OpenWorld, Inc. by its board of directors.
  • Merger background: Upon the September 30, 2026 merger closing, GM Consulting's 5,000 shares of OpenWorld Ltd. converted to 386,348 shares of the issuer at a ratio of 1:77.27, with no monetary consideration paid.

OpenWorld CFO Hernandez Files Schedule 13D Amendment Following Dilutive Offering

According to the filing, the initial Schedule 13D was filed on October 7, 2026, by Gerard Hernandez and GM Consulting Group Inc. in connection with a merger between VerifyMe, Inc. and Open Word Ltd. that closed on September 30, 2026. Upon that merger's closing, each outstanding share of OpenWorld Ltd. was converted into a share of OpenWorld, Inc. at a ratio of 1:77.27, with the filing stating that no monetary consideration was paid for the conversions. GM Consulting's 5,000 shares of OpenWorld Ltd. became 386,348 shares of the issuer, and LB2 Capital Partners LLC's 221 shares became 17,077 shares of the issuer.

The filing discloses that the event requiring this amendment was the closing of OpenWorld's registered direct public offering on October 30, 2026, in which 1,494,084 shares were issued to an institutional investor, as previously disclosed in the issuer's Form 8-K filed on that date. Following the offering, the reporting persons' combined 702,999 beneficially owned shares represented 4.4% of the class, calculated against 15,615,199 shares outstanding plus the 299,574 presently exercisable options. The filing states that the reporting persons "ceased to be the beneficial owners of more than five percent of the Issuer's securities effective October 30, 2026."

The filing also discloses that Mr. Hernandez was appointed Chief Financial Officer of OpenWorld, Inc. effective October 23, 2026, and that he and the issuer entered into an amendment to his employment agreement on that date. The filing notes that a full description of the employment agreement is located in the issuer's Form 8-K filed with the SEC on October 26, 2026. Mr. Hernandez, a Canadian federal-level citizen, holds sole voting and dispositive power over 17,077 shares, and shared voting and dispositive power over 685,922 shares, according to the filing.

What Was Disclosed

This Amendment No. 1 to Schedule 13D, filed November 3, 2026, is an exit filing for Gerard Hernandez and GM Consulting Group Inc., reporting that their aggregate beneficial ownership in OpenWorld, Inc. fell to 4.4% following a registered direct offering that closed October 30, 2026.