Key Highlights

  • VerifyMe shares fell 17.96% to $0.96 at last closing after two back-to-back filings reshaped the picture around its planned Merger with Open World Ltd.
  • Shareholders approved the share issuance needed for the merger, but proposals to create a new blockchain common stock class and rename the company OpenWorld both failed due to low turnout.
  • A 1-for-10 Reverse Stock Split was announced the morning after the vote, with split-adjusted trading beginning September 29.
  • A conditional special Cash Dividend of $0.15 per share, becoming $1.50 on a post-split basis, is payable only if the Open World merger closes.

VerifyMe, Inc. (NASDAQ:VRME) Penny Stock slipped after two back-to-back filings reshaped the picture around its planned merger with Open World Ltd. Late Thursday, the company disclosed that shareholders at the annual meeting approved the share issuance needed for the merger, but two proposed charter changes, creating a new class of blockchain common stock and renaming the company OpenWorld, Inc., both failed.

About 13,309,640 shares were eligible to vote on an as-converted basis, with 6,168,364 shares, or about 46%, present or represented. The merger share issuance and change-of-control proposal passed with 6,071,943 votes for and 89,082 against. The blockchain common stock proposal failed despite winning 5,539,585 votes for versus 594,135 against, and the name-change proposal failed despite 6,062,460 for versus 96,610 against, because charter amendments require more than 50% of all outstanding shares, not just those voting, a bar the roughly 46% turnout could not clear.

Latest Developments

The following morning, VerifyMe announced a 1-for-10 reverse stock split, with every 10 shares combined into one, split-adjusted trading starting Tuesday, September 29, 2026, under the same VRME ticker. Shareholders had approved a range of 1-for-2 to 1-for-10 at the October 2025 annual meeting, and the board picked the maximum ratio, without giving a specific reason for the timing.

The company also restated a special cash dividend of $0.15 per share declared September 18, which becomes $1.50 per share on a post-split basis, payable only if the Open World merger closes. VerifyMe had campaigned hard for the blockchain stock proposal, saying it would let the combined company pursue a listing on a blockchain-based Equity trading network alongside its Nasdaq listing, with benefits such as round-the-clock trading and faster settlement. With that proposal defeated, the on-chain listing plan cannot proceed as proposed for now.

Financial and Business Position

VerifyMe provides specialized logistics for time- and temperature-sensitive products, along with Brand protection services such as authentication and anti-counterfeiting tools. In February 2026, VerifyMe and Open World signed a definitive merger agreement; Open World describes itself as a blockchain infrastructure and real-world asset tokenization platform that has helped launch or advise projects with tens of billions of dollars in aggregate network value since 2023.

Under the deal, Open World will become a wholly owned subsidiary, and the transaction involves a change of control of VerifyMe. The companies had said they expected the merger to close shortly after the annual meeting if shareholders approved it, and the merger's required approval was secured even though the related charter changes were not.

Stock-Market Context

A reverse split reduces the number of shares and raises the price of each one without changing the company's total value, but the market often treats it as a warning sign since companies typically use one when their share price has fallen low. The bigger issue for traders may be what the failed charter votes mean for the blockchain-pivot story many had been buying into ahead of the meeting.

A Merger Cleared, a Blockchain Plan Stalled

Investors are watching for the merger closing announcement, which would trigger the $1.50 post-split special dividend, any new special meeting or plan to revisit the blockchain stock and name-change proposals with higher turnout, the start of post-split trading under a new CUSIP on September 29, and how the companies plan to handle VerifyMe's existing logistics and brand protection operations after the merger.