VerifyMe and Open World Sign Merger Agreement

VerifyMe and Open World announced the execution of an agreement and plan of merger. 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. Upon closing, the merger is expected to result in the combined company being listed on 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 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.