VerifyMe, Inc. and Open World Ltd. Announce Planned Merger to Enhance Digital Asset Infrastructure

VerifyMe and Open World announced a merger to enhance digital asset and tokenization infrastructure, focusing on regulatory compliance.

Quiver AI Summary

VerifyMe, Inc. and Open World Ltd. have announced a merger that aims to create a leading provider of digital asset infrastructure and tokenization. The merger, articulated by VerifyMe's CEO Adam Stedham and Open World's CEO Matt Shaw, is positioned to enhance governance and support the growing demand for regulated digital asset infrastructure. The combined entity will focus on token listings and enterprise-grade compliance frameworks, primarily targeting markets in the United States and Saudi Arabia. The deal has been unanimously approved by both companies' boards and will be subject to shareholder and regulatory approvals. Upon finalization, the merged company is expected to be listed on Nasdaq under a new ticker symbol. The agreement also includes provisions for managing business conduct during the transition period and outlines the respective roles of the companies' advisors.

Potential Positives

The merger with Open World positions VerifyMe as a leading infrastructure provider in the rapidly growing digital asset and tokenization sector.
The combined entity aims to enhance digital asset innovation and governance, which could result in long-term shareholder value.
Approval from both companies' boards and plans for a Nasdaq listing indicate strong confidence in the merger and future growth potential.

Potential Negatives

The merger is contingent on obtaining shareholder approvals and fulfilling customary closing conditions, introducing uncertainty about the merger's completion.
VerifyMe's termination of its at-the-market equity program may limit its flexibility in raising capital in the near term, potentially impacting liquidity.
The reliance on the success of the merger and the anticipated regulatory clarity in the digital asset space poses risks if market conditions change or regulations shift unexpectedly.

FAQ

What is the purpose of the merger between VerifyMe and Open World?

The merger aims to create a leading digital asset infrastructure provider, enhancing capabilities in tokenization and compliance.

When is the merger expected to be finalized?

The merger is anticipated to close by the second quarter of 2026, pending shareholder approvals and regulatory clearance.

What will happen to VerifyMe's stock after the merger?

Upon closing, the combined entity will be listed on Nasdaq under a new ticker symbol, subject to customary conditions.

What is the main focus of the combined entity post-merger?

The combined company will focus on token listings, regulated infrastructures, and institutional real-world asset tokenization across various jurisdictions.

Who are the advisors for the merger transaction?

Maxim Group LLC is the financial advisor to Open World, while Latham & Watkins and Harter Secrest & Emery serve as legal counsel for both parties.

Disclaimer: This is an AI-generated summary of a press release distributed by GlobeNewswire. The model used to summarize this release may make mistakes. See the full release here.

$VRME Revenue

$VRME had revenues of $5M in Q3 2025. This is a decrease of -7.4% from the same period in the prior year.

You can track VRME financials on Quiver Quantitative's VRME stock page.

$VRME Hedge Fund Activity

We have seen 6 institutional investors add shares of $VRME stock to their portfolio, and 14 decrease their positions in their most recent quarter.

Here are some of the largest recent moves:

HIGHTOWER ADVISORS, LLC removed 304,130 shares (-100.0%) from their portfolio in Q3 2025, for an estimated $269,945
LPL FINANCIAL LLC added 158,697 shares (+71.4%) to their portfolio in Q4 2025, for an estimated $95,345
TWO SIGMA SECURITIES, LLC added 72,299 shares (+inf%) to their portfolio in Q3 2025, for an estimated $64,172
CITADEL ADVISORS LLC removed 69,741 shares (-100.0%) from their portfolio in Q3 2025, for an estimated $61,902
QUANTUM FINANCIAL PLANNING SERVICES, INC. added 69,445 shares (+inf%) to their portfolio in Q4 2025, for an estimated $41,722
RENAISSANCE TECHNOLOGIES LLC removed 45,542 shares (-49.5%) from their portfolio in Q3 2025, for an estimated $40,423
CENTURION WEALTH MANAGEMENT LLC removed 38,586 shares (-100.0%) from their portfolio in Q4 2025, for an estimated $23,182

To track hedge funds' stock portfolios, check out Quiver Quantitative's institutional holdings dashboard.

$VRME Analyst Ratings

Wall Street analysts have issued reports on $VRME in the last several months. We have seen 1 firms issue buy ratings on the stock, and 0 firms issue sell ratings.

Here are some recent analyst ratings:

Barrington Research issued a "Outperform" rating on 01/06/2026

To track analyst ratings and price targets for $VRME, check out Quiver Quantitative's $VRME forecast page.

Full Release

LAKE MARY, Fla., Feb. 12, 2026 (GLOBE NEWSWIRE) -- VerifyMe, Inc. ( NASDAQ: VRME ) (“VerifyMe”), a provider of authentication and precision logistics technologies and Open World Ltd. (“Open World”), a blockchain infrastructure and real-world asset (“RWA”) tokenization platform, today announced the execution of an Agreement and Plan of Merger (“Agreement”). The merger positions the combined entity as a leading infrastructure provider in the digital asset and tokenization sector.

“We are pleased to announce the next step in our plan to merge with Open World to align our complementary strengths,” said Adam Stedham, CEO of VerifyMe. “We believe the combined platform will deliver durable infrastructure and governance that supports digital asset innovation and long-term shareholder value.”

The combined entity is expected to focus on token listings, regulated digital asset infrastructure, enterprise-grade compliance frameworks and institutional RWA tokenization across multiple jurisdictions.

“This agreement represents a meaningful inflection point for both organizations,” said Matt Shaw, co-founder and CEO of Open World. “As institutional demand for regulated digital asset infrastructure continues to accelerate, bringing together complementary capabilities enables us to operate at the scale and governance standards required for real-world asset tokenization to transition from early adoption into mainstream financial markets.”

The announcement builds on Open World’s previously disclosed initiatives, including the establishment of its national-scale RWA Center of Excellence in Saudi Arabia, as well as the company’s infrastructure collaboration with Abstract to support regulated, infrastructure-grade assets.

RWA tokenization activity continues to gain momentum in the United States and Saudi Arabia, with significant asset classes expected to be brought onto the Open World platform as regulatory clarity advances and institutional participation expands.

Upon closing, the merger is expected to result in the combined company being listed on The Nasdaq Capital Market (“Nasdaq”) under a new ticker symbol, subject to satisfying certain customary closing conditions, including the receipt of approvals from VerifyMe’s shareholders and the listing of the combined company’s common stock on Nasdaq. The boards of both companies have unanimously approved the signing of the Agreement. Regulatory filings with the U.S. Securities and Exchange Commission (“SEC”) and Nasdaq, as well as shareholder approvals, are anticipated by the second quarter of 2026, subject to customary conditions and review processes. Additional details regarding transaction structure and timing are expected to be disclosed in future filings.

The Agreement contains customary representations, warranties and covenants made by VerifyMe and Open World, including covenants that both parties exercise commercially reasonable efforts to cause the transactions contemplated by the Agreement to be completed, indemnification of directors and officers, and restrictions on VerifyMe’s and Open World’s conduct of their respective businesses between the date of signing of the Agreement and the closing.

VerifyMe’s board of directors has approved the termination of its at-the-market equity program, aligning capital structure considerations with the proposed transaction and long-term strategic priorities.

Advisors:
Advisors to the transaction include Maxim Group LLC, which is serving as the exclusive financial advisor to Open World. Latham & Watkins LLP is serving as counsel to Open World. Harter Secrest & Emery LLP is serving as counsel to VerifyMe.

About Open World
Open World has been a major driving force behind many of the most iconic projects in blockchain. Given its expertise, Open World is now expanding its offerings to traditional finance (TradFi). Open World has facilitated the inception and growth of more than 20 companies since 2023 and has helped launch over $65 billion in aggregate network value since (at peak FDV). Open World advises founding teams as they navigate the most complex intersections of financial regulatory, tokenomics, public markets, exchange strategy and governance structuring. The teams Open World advises are partners with leading venture capital firms, including a16z, Multicoin Capital, Dragonfly and Founders Fund. The firm’s range of services includes token launch advisory, DATs and TradFi strategies, RWA tokenization, stablecoin issuance, policy advocacy and strategic advisory work. To learn more, visit https://www.openworld.dev .

About VerifyMe, Inc.
VerifyMe provides specialized logistics for time and temperature-sensitive products, as well as brand protection and enhancement solutions. To learn more, visit https://www.verifyme.com/.

Forward-Looking Statements
This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words “believe,” “expected,” “upon,” “will,” “anticipate,” “intend,” and similar expressions, as they relate to Open World and VerifyMe, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. Important factors that could cause actual results to differ from those in the forward-looking statements include the uncertainty of whether the merger will close and, upon closing, whether the expected benefits of the merger will be realized. These risk factors and uncertainties include those more fully described in VerifyMe’s Annual Report and Quarterly Reports filed with the SEC, including under the heading titled “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our underlying assumptions prove incorrect, actual results may vary materially from those currently anticipated. Any forward-looking statement made herein speaks only as of the date of this release. Factors or events that could cause actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

Media Contact
Company: Open World Ltd.
Email: [email protected]

Company: VerifyMe, Inc.
Email: [email protected]

A photo accompanying this announcement is available at

https://www.globenewswire.com/NewsRoom/AttachmentNg/9d7812f1-bd9e-41d1-84b7-26a798095fd7