Key Takeaways
- • VerifyMe shareholders will vote on Proposal 6 at the September 17, 2026 annual meeting to authorize a new class of Blockchain Common Stock, enabling dual listing on both Nasdaq and Figure's Onchain Public Equity Network following the proposed merger with Open World Ltd.
- • The merger structure grants Open World shareholders approximately 90% ownership of the combined entity, with VerifyMe shareholders retaining roughly 10%, while the blockchain stock authorization would not alter existing shareholder positions at merger close.
- • Dual listing would provide expanded market access, enhanced liquidity, around-the-clock trading capabilities, and faster settlement via blockchain-recorded transactions, complementing the anticipated Nasdaq listing.
- • SEC registration statements were declared effective August 12, 2026, with the proxy statement/prospectus filed August 14, 2026, clearing regulatory hurdles ahead of the shareholder vote scheduled for September 17 at 1:00 p.m. Eastern Time.
- • Open World, founded in 2023 as a digital assets and blockchain company, has advised on projects representing over $66 billion in aggregate network value since inception; VerifyMe specializes in logistics for time and temperature-sensitive products and brand protection solutions.
Summary
VerifyMe, Inc. is urging shareholders to approve Proposal 6 at its annual meeting on September 17, 2026, which would authorize a new class of Blockchain Common Stock designed to facilitate dual listing of the combined company's equity on both Nasdaq and Figure's Onchain Public Equity Network. According to the company's statement, this authorization represents a critical step toward realizing the strategic vision underpinning the proposed merger with Open World Ltd., a blockchain and digital assets firm. CEO Adam H. Stedham emphasized that shareholder approval would advance the broader objectives of the transaction.
The dual-listing structure is intended to provide significant operational and market benefits to shareholders. The Onchain Public Equity Network listing would complement the anticipated Nasdaq listing by offering greater market flexibility, expanded liquidity access, continuous 24/7 trading capabilities, and faster settlement through blockchain-based transaction recording. The proposal does not alter the equity ownership structure existing shareholders will hold upon merger completion, according to company disclosures.
The merger capitalization reflects a material shift in control: Open World shareholders are positioned to own approximately 90% of the combined entity, while VerifyMe shareholders will retain approximately 10%. Open World, founded in 2023, has garnered significant scale within the digital assets sector, having advised on projects totaling over $66 billion in aggregate network value since its inception. VerifyMe brings established operations in specialized logistics for temperature-sensitive products and brand protection solutions.
Regulatory clearance has been obtained ahead of the shareholder vote. The SEC declared VerifyMe's Form S-4/A registration statement effective on August 12, 2026, followed by the filing of the company's 424(b)(3) proxy statement/prospectus on August 14, 2026. Shareholders of record as of August 7, 2026 are eligible to vote. Voting may be conducted online at www.proxyvote.com, by telephone at 1-800-690-6903, or by mail, with internet and telephone submissions required by 11:59 p.m. Eastern Time on September 16. The annual meeting will be held virtually at 1:00 p.m. Eastern Time on September 17.
The dual-listing structure is intended to provide significant operational and market benefits to shareholders. The Onchain Public Equity Network listing would complement the anticipated Nasdaq listing by offering greater market flexibility, expanded liquidity access, continuous 24/7 trading capabilities, and faster settlement through blockchain-based transaction recording. The proposal does not alter the equity ownership structure existing shareholders will hold upon merger completion, according to company disclosures.
The merger capitalization reflects a material shift in control: Open World shareholders are positioned to own approximately 90% of the combined entity, while VerifyMe shareholders will retain approximately 10%. Open World, founded in 2023, has garnered significant scale within the digital assets sector, having advised on projects totaling over $66 billion in aggregate network value since its inception. VerifyMe brings established operations in specialized logistics for temperature-sensitive products and brand protection solutions.
Regulatory clearance has been obtained ahead of the shareholder vote. The SEC declared VerifyMe's Form S-4/A registration statement effective on August 12, 2026, followed by the filing of the company's 424(b)(3) proxy statement/prospectus on August 14, 2026. Shareholders of record as of August 7, 2026 are eligible to vote. Voting may be conducted online at www.proxyvote.com, by telephone at 1-800-690-6903, or by mail, with internet and telephone submissions required by 11:59 p.m. Eastern Time on September 16. The annual meeting will be held virtually at 1:00 p.m. Eastern Time on September 17.
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