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VerifyMe, Inc. entered into a definitive Agreement and Plan of Merger with Open World Ltd. on February 11, 2026, where Open World will become a wholly-owned subsidiary of VerifyMe. VerifyMe stockholders will retain approximately 10% of the post-closing company, while Open World shareholders will receive approximately 90%, effectively constituting a reverse merger or change of control.
Event Type
Disclosure
Mandatory
Variant
8-K
and this Item 5.02, there are no arrangements or understandings between Mr. Stedham, Ms. Cola, or any other person pursuant to which he or she was appointed as
Termination of a Material Definitive Agreement As previously disclosed, on March 6, 2025, the Company entered into an At-The-Market Sales Agreement (the “Sales
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Amended and R
, including Exhibit 99.1 attached hereto, is being furnished, shall not be deemed “filed” for any purpose, and shall not be deemed incorporated by reference in
of this Current Report on Form 8-K. We caution investors not to place considerable reliance on the forward-looking statements contained in this Current Report o
Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 2.1* Agreement and Plan of Merger dated February 11, 2026, by and among VerifyMe, Inc.,
Adam Stedham
Effective: Effective Time of the Merger
In connection with the Merger Agreement; not due to disagreement with Company operations.
Jennifer Cola
Effective: Effective Time of the Merger
In connection with the Merger Agreement.
David Edmonds
Effective: Closing of the Merger
In connection with the Merger Agreement.
Marshall Geller
Effective: Closing of the Merger
In connection with the Merger Agreement.
Howard Goldberg
Effective: Closing of the Merger
In connection with the Merger Agreement.
Acquisition / Disposition
Material Agreement