VerifyMe, Inc.

VerifyMe, Inc. entered into a Second Amendment to its Merger Agreement with Open World, Ltd. on June 4, 2026. This amendment revises the definition of "Fully Diluted Company Shares" to include Open World ordinary shares issuable in connection with any existing agreement to issue Equity Interests. The amendment pertains to the previously announced merger where Open World will become a wholly-owned subsidiary of VerifyMe.

VerifyMe, Inc. announced a merger agreement with Open World Ltd., where Open World will become a wholly-owned subsidiary and its shareholders will own approximately 90% of the combined entity. This strategic move comes as VerifyMe reported a significant decline in its first-quarter 2026 financial results, with net revenue decreasing by 60.2% to $1.77 million and net loss widening to $679 thousand. The company also consolidated its operating segments into a single Precision Logistics segment.

VerifyMe, Inc. reported its first-quarter 2026 financial results, with revenue decreasing by 60% to $1.8 million compared to $4.5 million in Q1 2025. The company's net loss increased to ($0.7) million from ($0.6) million year-over-year. Despite lower revenues, gross profit margin significantly improved to 54% from 33%, which management attributes to the scalability of its model and process improvements. VerifyMe is actively transitioning customers to new strategic partners and integrating technology for future Premium services.

VerifyMe, Inc. received a notification from Nasdaq indicating non-compliance with the minimum bid price requirement. The company's common stock has traded below $1 per share for 30 consecutive business days, violating Nasdaq Listing Rule 5550(a)(2). VerifyMe has been granted a 180-calendar-day compliance period, until October 14, 2026, to regain compliance by maintaining a closing bid price of at least $1 for a minimum of 10 consecutive business days. Failure to do so could result in delisting, though a second compliance period may be possible under certain conditions.

VerifyMe, Inc. and Open World Ltd. have entered into the First Amendment to their Agreement and Plan of Merger. This amendment extends the outside date for the completion of the merger from June 30, 2026, to August 31, 2026. The extension suggests that the parties require additional time to finalize the transaction, potentially due to ongoing conditions or approvals.