# VerifyMe, Inc. (VRME) — merger/definitive [pending]
Source: SEC API (secapi.ai) · situation sit_60345940750f3e4c297c · retrieved 2026-08-11T16:16:33.596Z

## Overview
VerifyMe, Inc. is a Nevada corporation engaged in computer integrated systems design services; it is acquiring Open World Ltd., a Cayman Islands exempted company.

On February 11, 2026, VerifyMe, Inc. (a Nevada corporation) entered into an Agreement and Plan of Merger with its wholly owned subsidiary VRME Subsidiary Corp. and Open World Ltd., a Cayman Islands exempted company. Under the merger agreement, VRME Subsidiary Corp. will merge with and into Open World, with Open World becoming a wholly-owned subsidiary of VerifyMe. At the effective time of the merger, each holder of Open World ordinary shares (excluding dissenting shareholders) will receive shares of VerifyMe common stock based on an exchange ratio to be determined. Open World SAFE investors will receive rights to VerifyMe common stock based on the same exchange ratio. Following the closing, pre-closing VerifyMe stockholders are expected to collectively retain approximately 10% of the post-closing aggregate shares of VerifyMe common stock, while Open World ordinary shareholders and SAFE investors will receive newly issued VerifyMe common stock representing approximately 90% of the post-closing aggregate shares.

## Terms
- Counterparty: Open World Ltd. · Consideration: stock · Stake: 90%

## Key dates
- Announced 2026-02-12

## Timeline
- 2026-02-12 · 425 (0001214659-26-001530): 425 - VerifyMe, Inc. — *VerifyMe, Inc. is a Nevada corporation engaged in computer integrated systems design services; it is acquiring Open World Ltd., a Cayman Islands exempted company.* On February 11, 2026, VerifyMe, Inc. (a Nevada corporation) entered into an Agreement and Plan of Merger with its wholly owned subsidiary VRME Subsidiary Corp. and Open World Ltd., a Cayman Islands exempted company. Under the merger agreement, VRME Subsidiary Corp. will merge with and into Open World, with Open World becoming a wholly-owned subsidiary of VerifyMe. At the effective time of the merger, each holder of Open World ordinary shares (excluding dissenting shareholders) will receive shares of VerifyMe common stock based on an exchange ratio to be determined. Open World SAFE investors will receive rights to VerifyMe common stock based on the same exchange ratio. Following the closing, pre-closing VerifyMe stockholders are expected to collectively retain approximately 10% of the post-closing aggregate shares of VerifyMe common stock, while Open World ordinary shareholders and SAFE investors will receive newly issued VerifyMe common stock representing approximately 90% of the post-closing aggregate shares.
  https://www.sec.gov/Archives/edgar/data/1104038/0001214659-26-001530.txt

## Citations
- 0001214659-26-001530 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000121465926001530