Open World and VerifyMe Sign Merger Agreement

Agreement sets the foundation for a NASDAQ-listed institutional-grade real-world asset tokenization company

LAKE MARY, Fla., Feb. 12, 2026 (GLOBE NEWSWIRE) -- VerifyMe, Inc. (NASDAQ: VRME) (“VerifyMe”), a provider of authentication and precision logistics technologies and Open World Ltd. (“Open World”), a blockchain infrastructure and real-world asset (“RWA”) tokenization platform, today announced the execution of an Agreement and Plan of Merger (“Agreement”). The merger positions the combined entity as a leading infrastructure provider in the digital asset and tokenization sector.

“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. “We believe the combined platform will deliver durable infrastructure and governance that supports digital asset innovation and long-term shareholder value.”

The combined entity is expected to focus on token listings, regulated digital asset infrastructure, enterprise-grade compliance frameworks and institutional RWA tokenization across multiple jurisdictions.

“This agreement represents a meaningful inflection point for both organizations,” said Matt Shaw, co-founder and CEO of Open World. “As institutional demand for regulated digital asset infrastructure continues to accelerate, 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 announcement builds on Open World’s previously disclosed initiatives, including the establishment of its national-scale RWA Center of Excellence in Saudi Arabia, as well as the company’s infrastructure collaboration with Abstract to support regulated, infrastructure-grade assets.

RWA tokenization activity continues to gain momentum in the United States and Saudi Arabia, with significant asset classes expected to be brought onto the Open World platform as regulatory clarity advances and institutional participation expands.

Upon closing, the merger is expected to result in the combined company being listed on The Nasdaq Capital Market (“Nasdaq”) under a new ticker symbol, subject to satisfying certain customary closing conditions, including the receipt of approvals from VerifyMe’s shareholders and the listing of the combined company’s common stock on Nasdaq. The boards of both companies have unanimously approved the signing of the Agreement. Regulatory filings with the U.S. Securities and Exchange Commission (“SEC”) and Nasdaq, as well as shareholder approvals, are anticipated by the second quarter of 2026, subject to customary conditions and review processes. Additional details regarding transaction structure and timing are expected to be disclosed in future filings.

The Agreement contains customary representations, warranties and covenants made by VerifyMe and Open World, including covenants that both parties exercise commercially reasonable efforts to cause the transactions contemplated by the Agreement to be completed, indemnification of directors and officers, and restrictions on VerifyMe’s and Open World’s conduct of their respective businesses between the date of signing of the Agreement and the closing.

VerifyMe’s board of directors has approved the termination of its at-the-market equity program, aligning capital structure considerations with the proposed transaction and long-term strategic priorities.

Advisors:
Advisors to the transaction include Maxim Group LLC, which is serving as the exclusive financial 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 major driving force behind many of the most iconic projects in blockchain. Given its expertise, Open World is now expanding its offerings to traditional finance (TradFi). Open World has facilitated the inception and growth of more than 20 companies since 2023 and has helped launch over $65 billion in aggregate network value since (at peak FDV). Open World advises founding teams as they navigate the most complex intersections of financial regulatory, tokenomics, public markets, exchange strategy and governance structuring. The teams Open World advises are partners with leading venture capital firms, including a16z, Multicoin Capital, Dragonfly and Founders Fund. The firm’s range of services includes token launch advisory, DATs and TradFi strategies, RWA tokenization, stablecoin issuance, policy advocacy and strategic advisory work.

About VerifyMe, Inc.
VerifyMe provides specialized logistics for time and temperature-sensitive products, as well as brand protection and enhancement solutions.

A photo accompanying this announcement is available at