VerifyMe (NASDAQ:VRME) and Open World executed an Settlement and Plan of Merger to create a NASDAQ-listed, institutional-grade real-world asset tokenization and digital asset infrastructure firm.
The mixed agency will prioritize token listings, regulated infrastructure, enterprise compliance, and institutional RWA tokenization throughout a number of jurisdictions, with SEC and Nasdaq filings and shareholder votes anticipated by Q2 2026.
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Constructive
- Anticipated Nasdaq itemizing of mixed firm upon closing
- Boards of each firms unanimously accredited the Settlement
- Give attention to institutional RWA tokenization and controlled infrastructure
- Regulatory filings and shareholder approvals anticipated by Q2 2026
Unfavorable
- Transaction topic to customary closing situations and approvals
- Particulars of transaction construction and timing stay undisclosed
Goal approvals timing
Q2 2026
Regulatory and shareholder approvals for the merger anticipated by second quarter of 2026
$1.09
Final Shut
Quantity
Quantity 175,224 is beneath 20-day common of 768,436 (relative quantity 0.23).
low
Technical
Value 1.09 is buying and selling above 200-day MA at 0.87, indicating pre-news upward bias.
VRME is up 3.81% with 2 sector friends (e.g., KSCP, IVDA) additionally transferring up, scanner median transfer 8.7%, suggesting broader sector power alongside this merger information.
| Date | Occasion | Sentiment | Transfer | Catalyst |
|---|---|---|---|---|
| Jan 06 |
Merger LOI details |
Constructive |
-0.9% |
LOI for strategic merger with Open World and detailed possession, charges, dividend phrases. |
| Jan 05 |
Merger LOI announced |
Constructive |
+57.1% |
Preliminary letter of intent for strategic merger and deliberate new Nasdaq itemizing. |
Previous merger-related headlines produced combined reactions: one robust constructive transfer and one delicate adverse, indicating inconsistent buying and selling responses to acquisition information.
This announcement advances the Open World–VerifyMe mixture from earlier letters of intent towards a definitive merger. On Jan 5–6, 2026, the events outlined a strategic merger framework with Open World shareholders anticipated to personal ~90% and VerifyMe stockholders ~10%, plus customary situations and Nasdaq itemizing targets. These bulletins triggered a 57.13% rise on at some point and a -0.94% transfer on the following, underscoring unstable however directionally essential market concentrate on this transaction.
Historic Comparability
+28.1
%
Common Historic Transfer
Prior acquisition-tagged information for VRME noticed a mean transfer of 28.1%, with one spike and one small decline, highlighting unstable reactions to merger steps.
The corporate moved from a non-binding merger LOI in early January towards a signed Settlement and Plan of Merger, reflecting transactional development throughout the identical strategic mixture.
This announcement formalizes the deliberate merger between VerifyMe and Open World right into a signed Settlement and Plan of Merger, advancing January’s LOI towards execution. The mixed firm targets a Nasdaq itemizing and emphasizes institutional-grade real-world asset tokenization. Traditionally, acquisition-tagged information for VRME produced each a 57.13% spike and a -0.94% transfer, highlighting event-driven volatility. Key components to look at embrace regulatory and shareholder approvals focused by Q2 2026 and any updates to transaction phrases.
real-world asset tokenization
technical
“a blockchain infrastructure and real-world asset (“RWA”) tokenization platform”
Changing a bodily or monetary merchandise—like actual property, art work, or a bond—into digital tokens that characterize possession or rights on a safe digital ledger. Consider slicing a home into many small, tradable shares so extra folks should buy items, trades settle sooner, and markets can grow to be extra liquid; buyers achieve simpler entry and suppleness but additionally face new authorized, custody and know-how dangers.
rwa tokenization
technical
“institutional-grade real-world asset tokenization firm”
RWA tokenization is the method of making digital tokens on a blockchain that characterize possession or claims on bodily or conventional monetary belongings—comparable to actual property, bonds, artwork, or loans—so these belongings may be purchased, bought, and cut up into smaller items. For buyers it issues as a result of tokenization can enhance liquidity, decrease minimal funding sizes, and make possession data simpler to confirm, whereas additionally introducing authorized, custody and regulatory dangers.
blockchain infrastructure
technical
“Open World Ltd. (“Open World”), a blockchain infrastructure and real-world asset”
Blockchain infrastructure is the underlying know-how — the networks, software program, and information storage — that data and strikes digital possession and transactions in a safe, tamper-resistant means. Like roads and pipes for a metropolis, it determines how briskly, low-cost and protected digital exercise runs; buyers watch it as a result of its efficiency, prices, safety and regulatory posture straight have an effect on a venture’s usefulness, adoption potential and lengthy‑time period worth.
nasdaq capital market
regulatory
“listed on The Nasdaq Capital Market (“Nasdaq”) underneath a brand new ticker image”
The Nasdaq Capital Market is a platform the place smaller, rising firms can record their shares for buying and selling by buyers. It supplies these firms with entry to funding and visibility, serving to them develop, very like a neighborhood market the place new distributors can introduce their merchandise to potential clients. For buyers, it presents alternatives to find early-stage firms with development potential.
at-the-market fairness program
monetary
“has accredited the termination of its at-the-market fairness program”
An at-the-market fairness program lets an organization promote newly issued shares straight into the open market on the present buying and selling worth by a dealer, quite than in a single, prearranged block. It supplies versatile, on-demand entry to money—like drawing small quantities from a credit score line—however will increase the variety of shares excellent, which might cut back current shareholders’ possession share and put downward stress on the inventory worth, so buyers monitor program dimension and pacing.
digital asset infrastructure
technical
“regulated digital asset infrastructure, enterprise-grade compliance frameworks”
Digital asset infrastructure is the gathering of programs and companies that permit folks create, retailer, commerce and report possession of digital tokens or cryptocurrencies — consider it because the roads, locks and registration workplaces for on-line worth. Traders care as a result of the power, safety and guidelines of that underlying setup have an effect on how simple, protected and authorized it’s to purchase, promote or maintain digital belongings, which in flip influences danger, liquidity and worth.
AI-generated evaluation. Not monetary recommendation.
Settlement units the inspiration for a NASDAQ-listed institutional-grade real-world asset tokenization firm.
LAKE MARY, FL / ACCESS Newswire / February 12, 2026 / VerifyMe, Inc. (NASDAQ:VRME) (“VerifyMe”), a supplier of authentication and precision logistics applied sciences and Open World Ltd. (“Open World”), a blockchain infrastructure and real-world asset (“RWA”) tokenization platform, at the moment introduced the execution of an Settlement and Plan of Merger (“Settlement”). The merger positions the mixed entity as a number one infrastructure supplier within the digital asset and tokenization sector.
“We’re happy to announce the following step in our plan to merge with Open World to align our complementary strengths,” mentioned Adam Stedham, CEO of VerifyMe. “We consider the mixed platform will ship sturdy infrastructure and governance that helps digital asset innovation and long-term shareholder worth.”
The mixed entity is predicted to concentrate on token listings, regulated digital asset infrastructure, enterprise-grade compliance frameworks and institutional RWA tokenization throughout a number of jurisdictions.
“This settlement represents a significant inflection level for each organizations,” mentioned Matt Shaw, co-founder and CEO of Open World. “As institutional demand for regulated digital asset infrastructure continues to speed up, bringing collectively complementary capabilities permits us to function on the scale and governance requirements required for real-world asset tokenization to transition from early adoption into mainstream monetary markets.”
The announcement builds on Open World’s beforehand disclosed initiatives, together with the institution of its national-scale RWA Heart of Excellence in Saudi Arabia, in addition to the corporate’s infrastructure collaboration with Summary to help regulated, infrastructure-grade belongings.
RWA tokenization exercise continues to realize momentum in america and Saudi Arabia, with vital asset courses anticipated to be introduced onto the Open World platform as regulatory readability advances and institutional participation expands.
Upon closing, the merger is predicted to consequence within the mixed firm being listed on The Nasdaq Capital Market (“Nasdaq”) underneath a brand new ticker image, topic to satisfying sure customary closing situations, together with the receipt of approvals from VerifyMe’s shareholders and the itemizing of the mixed firm’s frequent inventory on Nasdaq. The boards of each firms have unanimously accredited the signing of the Settlement. Regulatory filings with the U.S. Securities and Change Fee (“SEC”) and Nasdaq, in addition to shareholder approvals, are anticipated by the second quarter of 2026, topic to customary situations and overview processes. Further particulars relating to transaction construction and timing are anticipated to be disclosed in future filings.
The Settlement accommodates customary representations, warranties and covenants made by VerifyMe and Open World, together with covenants that each events train commercially cheap efforts to trigger the transactions contemplated by the Settlement to be accomplished, indemnification of administrators and officers, and restrictions on VerifyMe’s and Open World’s conduct of their respective companies between the date of signing of the Settlement and the closing.
VerifyMe’s board of administrators has accredited the termination of its at-the-market fairness program, aligning capital construction concerns with the proposed transaction and long-term strategic priorities.
Advisors:
Advisors to the transaction embrace Maxim Group LLC, which is serving because the unique monetary advisor to Open World. Latham & Watkins LLP is serving as counsel to Open World. Harter Secrest & Emery LLP is serving as counsel to VerifyMe.
About Open World
Open World has been a serious driving pressure behind most of the most iconic initiatives in blockchain. Given its experience, Open World is now increasing its choices to conventional finance (TradFi). Open World has facilitated the inception and development of greater than 20 firms since 2023 and has helped launch over
About VerifyMe, Inc.
VerifyMe supplies specialised logistics for time and temperature-sensitive merchandise, in addition to model safety and enhancement options. To be taught extra, go to https://www.verifyme.com/.
Ahead-Trying Statements
This launch accommodates forward-looking statements throughout the which means of the Personal Securities Litigation Reform Act of 1995. The phrases “consider,” “anticipated,” “upon,” “will,” “anticipate,” “intend,” and related expressions, as they relate to Open World and VerifyMe, are supposed to establish forward-looking statements. We now have based mostly these forward-looking statements largely on our present expectations and projections about future occasions and monetary tendencies that we consider could have an effect on our monetary situation, outcomes of operations, enterprise technique and monetary wants. Necessary components that might trigger precise outcomes to vary from these within the forward-looking statements embrace the uncertainty of whether or not the merger will shut and, upon closing, whether or not the anticipated advantages of the merger shall be realized. These danger components and uncertainties embrace these extra absolutely described in VerifyMe’s Annual Report and Quarterly Reviews filed with the SEC, together with underneath the heading titled “Threat Components.” Ought to a number of of those dangers or uncertainties materialize, or ought to any of our underlying assumptions show incorrect, precise outcomes could differ materially from these presently anticipated. Any forward-looking assertion made herein speaks solely as of the date of this launch. Components or occasions that might trigger precise outcomes to vary could emerge once in a while, and it’s not doable for us to foretell all of them. We undertake no obligation to publicly replace any forward-looking assertion, whether or not because of new data, future developments or in any other case, besides as could also be required by regulation.
Media Contact
Firm: Open World Ltd.
E mail: openworld@wachsman.com
Firm: VerifyMe, Inc.
E mail: IR@verifyme.com
SOURCE: Confirm Me Inc.
View the unique press release on ACCESS Newswire
FAQ
What does the VerifyMe (VRME) and Open World merger imply for VRME shareholders?
It alerts a strategic mixture to create institutional-grade RWA tokenization infrastructure, doubtlessly enhancing long-term worth. In response to VerifyMe, the deal goals to align complementary strengths, concentrate on regulated infrastructure, and pursue a Nasdaq itemizing topic to approvals and customary closing situations.
When is the VerifyMe (VRME) and Open World merger anticipated to finish and record on Nasdaq?
Regulatory filings and shareholder approvals are anticipated by the second quarter of 2026, focusing on completion thereafter. In response to VerifyMe, SEC and Nasdaq filings plus shareholder votes are anticipated by Q2 2026, with remaining itemizing contingent on satisfying customary closing situations.
What’s going to the mixed VerifyMe (VRME) and Open World enterprise concentrate on after the merger?
The mixed firm will concentrate on token listings, regulated digital asset infrastructure, compliance frameworks, and institutional RWA tokenization. In response to VerifyMe, the platform intends to help enterprise-grade governance and institutional participation throughout a number of jurisdictions.
Are there any speedy company actions by VerifyMe (VRME) associated to the merger?
Sure; VerifyMe’s board accredited termination of its at-the-market fairness program to align capital construction with the proposed transaction. In response to VerifyMe, this motion is meant to align financing with long-term strategic priorities tied to the merger.
What approvals and situations are required for the VerifyMe (VRME) and Open World transaction to shut?
The transaction requires customary closing situations, VerifyMe shareholder approval, and Nasdaq itemizing approval of the mixed firm’s frequent inventory. In response to VerifyMe, events should additionally full SEC and Nasdaq filings and fulfill different customary regulatory and shutting necessities.
