As previously disclosed, VerifyMe, Inc., a Nevada corporation (the "Company"), VRME Subsidiary Corp., a Nevada corporation and wholly owned subsidiary of the Company ("Merger Sub") and Open World Ltd., a Cayman Islands exempted company ("Open World" and, together with the Company and Merger Sub, the "Parties"), entered into an Agreement and Plan of Merger, as amended by the first amendment to the Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which Merger Sub will merge with and into Open World, Merger Sub will cease to exist and Open World will become a wholly-owned subsidiary of the Company (the "Merger").

 

Item 1.01

Entry into a Material Definitive Agreement.

 

On June 4, 2026, the Parties entered into the Second Amendment (the "Amendment") to the Merger Agreement, pursuant to which the definition of Fully Diluted Company Shares was revised to include the aggregate number of Open World ordinary shares issuable in connection with any existing agreement to issue Equity Interests (as such term is defined in the Merger Agreement) of Open World.

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