Key Highlights

● Merger vote passed: Shareholders approved the Open World Ltd. Merger and change-of-control matters on September 22, 2026, with 6,071,943 shares voted in favor.

● Reverse split set: A 1-for-10 Reverse Stock Split takes effect September 29, 2026, combining every ten shares into one under a new CUSIP, 92346X305.

● Dividend tied to closing: A $0.15 per-share special dividend, equal to $1.50 post-split, will be paid only if the Open World merger closes.

● Board authority dates to 2025: Stockholders approved a 1-for-2 to 1-for-10 split ratio range at the October 8, 2025 annual meeting, and the board chose the maximum ratio.

VerifyMe, Inc. (NASDAQ:VRME) told shareholders in a pair of Form 8-K filings dated September 25, 2026 that its stockholders have cleared the path for a pending merger with Open World Ltd., while the company simultaneously moved forward with a previously approved 1-for-10 reverse stock split and a special cash Dividend tied to the deal's completion.

The filings, covering the period of September 22, 2026, disclose that shareholders approved the share issuance and change-of-control matters required for the Open World merger, with 6,071,943 shares voted in favor. The reverse split and dividend mechanics, laid out in the same filings, show how VerifyMe is restructuring its Capital ahead of a transaction that remains subject to additional closing conditions.

What the Reverse Split Does

VerifyMe's board set a 1-for-10 reverse stock split effective at 12:01 a.m. Eastern time on September 29, 2026. Every ten shares of common stock outstanding will combine into one share. The company's press release, filed as Exhibit 99.1, states plainly that "every 10 shares of the Company's issued and outstanding common stock will be combined into one share." The stock will continue trading under the ticker VRME on Nasdaq, but with a new CUSIP number, 92346X305.

Par value stays at $0.001 per share, the number of authorized shares is unchanged, and any Shareholder left with a Fractional Share will be rounded up to a whole share rather than cashed out. Outstanding warrants and Equity awards will have their exercise prices and share counts adjusted proportionately, and the 8-K notes that the split changes none of the underlying voting rights or other terms attached to the stock.

The authority for the split itself is not new: VerifyMe's stockholders approved a range of permissible ratios, from 1-for-2 up to 1-for-10, at the company's annual meeting on October 8, 2025. The board chose the maximum ratio in the range for the September 2026 effective date.

The Dividend That Grows With the Split

Layered on top of the reverse split is a special cash dividend, declared by the board on September 18, 2026, of $0.15 per share. The same distribution converts to $1.50 per share once the 1-for-10 combination takes effect, mathematically identical in aggregate dollar terms but expressed per post-split share. Both common stockholders and holders of the company's Series B Convertible Preferred Stock, on an as-converted basis, are eligible. Critically, payment of the dividend is tied to one condition: it is payable only if VerifyMe's proposed merger with Open World Ltd. actually closes.

The Open World Merger and Governance Changes

The 8-Ks describe the Open World transaction only as a "previously announced proposed merger," still awaiting satisfaction of closing conditions beyond the shareholder vote on share issuance and change of control. The filings report Items 3.03 (material modification to security holder rights), 5.03 (amendments to articles of incorporation), 7.01 (Regulation FD disclosure) and 8.01 (other events), reflecting both the charter amendment needed to execute the reverse split and the broader governance changes tied to the merger. VerifyMe describes itself as a provider of authentication and precision logistics technologies for time- and temperature-sensitive products, plus Brand protection solutions.

The filings do not disclose the full terms of the Open World merger itself, including consideration or expected closing date, beyond its framing as a change-of-control transaction requiring shareholder approval.

Key Dates Ahead for VerifyMe's Reverse Split and Dividend

Investors and shareholders have several concrete dates and conditions to track. The reverse split takes effect September 29, 2026, at 12:01 a.m. Eastern, with post-split trading beginning that day under the same VRME ticker and the new CUSIP 92346X305. The $1.50 post-split Special Dividend is contingent entirely on the Open World merger closing, a condition that has not yet been satisfied as of the filing date. Because the merger still requires other unspecified closing conditions beyond the September vote, shareholders should watch for a follow-up 8-K announcing either a closing date or a termination of the agreement, since that single event determines whether the dividend is ever paid at all.