VerifyMe Bets Big on Blockchain Future with Open World Merger

LAKE MARY, Fla. – February 12, 2026 – In a move that signals a significant pivot toward the burgeoning digital asset economy, authentication and logistics technology provider VerifyMe, Inc. (NASDAQ: VRME) today announced a definitive merger agreement with Open World Ltd., a blockchain infrastructure and real-world asset (RWA) tokenization platform. The deal aims to create a publicly traded, leading infrastructure provider for the digital asset sector, but sent VerifyMe's shares down 8.75% in trading, reflecting the monumental shift and potential risks involved for existing shareholders.

The merger represents a strategic fusion of traditional public market access and cutting-edge blockchain expertise. The combined entity will focus on institutional-grade RWA tokenization, regulated digital asset infrastructure, and enterprise compliance frameworks, positioning itself to capitalize on what many analysts see as the next frontier of finance.

“We are pleased to announce the next step in our plan to merge with Open World to align our complementary strengths,” said Adam Stedham, CEO of VerifyMe, in the official announcement. “We believe the combined platform will deliver durable infrastructure and governance that supports digital asset innovation and long-term shareholder value.”

A Transformational Pivot for VerifyMe

For VerifyMe, the deal is nothing short of a corporate reinvention. Characterized as a "transformational reverse merger," the transaction will see existing VerifyMe shareholders hold approximately 10% of the new combined company, with Open World shareholders and investors controlling the remaining 90%. This structure underscores a dramatic pivot away from VerifyMe's traditional business of specialized logistics and brand protection.

While the company has shown strong revenue growth in recent years, profitability has remained a challenge. In its most recent reported quarter, Q3 2025, VerifyMe posted a net loss of $0.26 per share, even as it maintained a strong balance sheet with low debt and a cash balance of $4.0 million. This financial backdrop provides crucial context for the board's decision to pursue a radically different path. In a clear signal of its commitment to this new direction, VerifyMe’s board also approved the termination of its at-the-market equity program, aligning its capital structure with the merger's strategic priorities.

The move is a calculated bet on a high-growth sector, trading a portion of its current identity for a significant stake in the future of tokenized assets. It's a strategy designed to address accelerating institutional demand for regulated digital asset infrastructure.

“This agreement represents a meaningful inflection point for both organizations,” noted Matt Shaw, co-founder and CEO of Open World. “Bringing together complementary capabilities enables us to operate at the scale and governance standards required for real-world asset tokenization to transition from early adoption into mainstream financial markets.”

The Trillion-Dollar Promise of RWA Tokenization

The market the new entity is targeting is vast. RWA tokenization—the process of creating digital representations of physical or financial assets on a blockchain—is projected to be a multi-trillion-dollar industry. Forecasts suggest the market could swell from around $600 billion in 2025 to nearly $19 trillion by 2033. By bringing assets like real estate, private credit, and bonds on-chain, tokenization promises to unlock liquidity, enable fractional ownership, and streamline transactions on a global, 24/7 basis.

This is where Open World's expertise becomes central to the merger's logic. The firm has established itself as a major force in the blockchain space, advising on projects that it claims have launched over $65 billion in aggregate network value at their peak. Open World has a track record of guiding founding teams through the complex intersections of financial regulation, tokenomics, and governance, and its partners include leading venture capital firms like a16z, Multicoin Capital, and Dragonfly.

A Global Race from Wall Street to Saudi Arabia

Underscoring the global nature of this ambition, the merger builds on Open World’s significant international initiatives, most notably in the Middle East. In January, the company announced the establishment of Saudi Arabia’s first RWA Tokenization Center of Excellence in Al Khobar. This initiative is designed to accelerate compliant digital asset innovation for sovereign and institutional clients, directly supporting the goals of Saudi Arabia's Vision 2030 Financial Sector Development Program.

The center aims to facilitate the tokenization of high-value assets such as energy infrastructure, real estate, and sovereign bonds, providing Saudi enterprises with new avenues to global capital markets. This move highlights a broader geopolitical trend where nations are competing to become hubs for digital finance, moving the center of innovation beyond traditional strongholds like Silicon Valley and Wall Street. Open World's collaboration with the infrastructure platform Abstract is set to provide the technological backbone for these national-scale projects.

Navigating the Path to Completion

While the strategic vision is ambitious, the merger's completion is contingent on clearing several significant regulatory and corporate hurdles. The transaction requires the approval of VerifyMe's shareholders, for which the company has already secured support agreements representing about 14% of its voting power. More critically, the deal is subject to a registration statement on Form S-4 being declared effective by the U.S. Securities and Exchange Commission (SEC) and the subsequent approval for listing the combined company's stock on the Nasdaq Capital Market under a new ticker symbol.

Both companies' boards have unanimously approved the agreement, which contains customary covenants and conditions, including the termination of a credit facility for VerifyMe's PeriShip subsidiary and a minimum cash requirement. The firms are targeting the second quarter of 2026 for the completion of all regulatory filings and shareholder approvals, though this timeline is subject to customary review processes. Additional details regarding the transaction's structure are expected to be disclosed in future SEC filings as the companies work toward a projected closing in the second quarter of 2026.