VerifyMe, Inc. and Open World Ltd. have issued an update on their proposed merger and related charter amendments ahead of a shareholder vote scheduled for September 24, 2026. The amendments would allow the combined company's equity to be listed on Figure's On-chain Public Equity Network, known as Figure OPEN, alongside its Nasdaq listing. The announcement highlights the growing role of blockchain technology in public equity markets.
Proposed Blockchain Common Stock Amendment
The proposed charter amendments are conditioned upon the consummation of the merger and would authorize a new class of Blockchain Common Stock. This mechanism is required to bring the combined company's equity to Figure OPEN alongside its Nasdaq listing. No Blockchain Common Stock would be issued when the merger closes, and the shares held by VerifyMe stockholders at that time would remain unchanged.
Any future issuance of Blockchain Common Stock would require further board action and compliance with applicable securities laws. This proposal is separate from the shares being issued to OpenWorld securityholders in connection with the merger. It gives the combined company optionality to pursue blockchain-based trading later without altering current shareholder positions.
Strategic Rationale and Market Context
The proposed listing builds on OpenWorld's previously announced agreement with Figure Technology Solutions and reflects growing adoption of onchain public equities. The tokenized asset market is projected to reach 5.5 trillion dollars by 2030 in a base case scenario. OpenWorld believes pairing the Nasdaq listing with extended trading hours through Figure OPEN could position the combined company for more continuous and globally accessible public markets.
Digitally native equities on Figure OPEN benefit from features associated with blockchain-based securities, including more efficient settlement and enhanced transparency, as well as access to Figure's decentralized lending pools. Momentum in tokenization of equities is driven by the technology's ability to provide shareholders with greater flexibility and access by extending trading beyond standard U.S. market hours. These characteristics are central to the combined company's long-term strategy for modernizing shareholder engagement.
Shareholder Vote and Expected Closing
VerifyMe stockholders of record as of August 7, 2026 are entitled to vote on the proposals at the annual meeting, which will be held virtually on September 24, 2026 at 1:00 p.m. Eastern Time through a live webcast. VerifyMe encourages stockholders to review the proxy statement and registration statement for complete information regarding the merger and related proposals. Stockholders are urged to submit their votes as soon as possible so they can be counted ahead of the meeting.
VerifyMe and OpenWorld expect to close the merger shortly following the annual meeting if stockholders approve the first proposal, the Share Issuance Proposal, subject to remaining customary closing conditions. Upon closing, the combined company is expected to operate as OpenWorld, Inc. and commence trading under the ticker symbol OPNW, subject to Nasdaq approval and official notice of issuance. The Blockchain Common Stock Proposal is separate but conditioned upon the consummation of the merger.
About the Companies
OpenWorld is a digital assets and blockchain innovation company that co-architects and takes principal positions in enterprise blockchain initiatives alongside sovereign governments and institutional partners. Since its founding in 2023, it has advised on projects representing over 66 billion dollars in aggregate network value and supported more than 20 venture-backed companies. Its capabilities include real-world asset tokenization, stablecoin infrastructure, capital markets advisory, and public markets strategy.
VerifyMe provides specialized logistics for time and temperature-sensitive products, as well as brand protection and enhancement solutions. The company is headquartered in Lake Mary, Florida and currently trades on Nasdaq under the ticker VRME. The proposed merger is designed to combine VerifyMe's public market presence with OpenWorld's blockchain expertise and global network.
The upcoming shareholder vote on September 24 will determine whether the proposed merger and associated charter amendments can move forward. If approved, the transaction would create a combined company positioned for both traditional Nasdaq trading and potential future access to blockchain-based equity markets. The companies emphasize that the Blockchain Common Stock Proposal preserves current ownership while providing a pathway toward tokenized equity capabilities.