As filed with the Securities and Exchange Commission on April 15, 2026

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________

FORM S-4

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

___________________

VERIFYME, INC.

(Exact name of registrant as specified in its charter)

801 International Parkway, Fifth Floor

Lake Mary, FL 32746
(585) 736-9400
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Adam Stedham

Chief Executive Officer

VerifyMe, Inc.

801 International Parkway, Fifth Floor

Lake Mary, FL 32746

(585) 736-9400
(Name, address, including zip code and telephone number, including area code, of agent for service)
___________________

___________________

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective and on completion of the business combination described in the enclosed proxy statement/prospectus.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ¨

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ¨

__________________

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. The securities described herein may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission is declared effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROXY STATEMENT/PROSPECTUS SUBJECT TO COMPLETION, DATED APRIL 15, 2026

PROXY STATEMENT/PROSPECTUS

MERGER PROPOSED -- YOUR VOTE IS VERY IMPORTANT

On behalf of the board of directors of VerifyMe, Inc., a Nevada corporation (“VerifyMe”), we are pleased to enclose the accompanying proxy statement/prospectus relating to the business combination between VerifyMe and Open World Ltd., a Cayman Islands exempted company (“OpenWorld”). We are requesting that you take certain actions as a VerifyMe stockholder.

On February 11, 2026, VerifyMe entered into an Agreement and Plan of Merger, amended by the first amendment to the Agreement and Plan of Merger dated April 13, 2026 (and as may be further amended and modified from time to time, the "merger agreement"), with VRME Subsidiary Corp., a Nevada corporation and wholly owned subsidiary of VerifyMe (“Merger Sub”), and OpenWorld, which provides for, among other things, the merger of Merger Sub with and into OpenWorld, with OpenWorld continuing as the surviving corporation and a wholly owned subsidiary of VerifyMe (the “merger”) on the terms and conditions set forth in the merger agreement and the other transactions contemplated by the merger agreement. Following the consummation of the merger, VerifyMe will remain a Nevada corporation and be renamed “OpenWorld, Inc.” (the “combined company”). The non-interested directors of the board of directors of VerifyMe have approved the merger agreement and the merger.

If the merger is completed:

or (i) an aggregate of approximately       shares of VerifyMe common stock will be issued to the holders of OpenWorld ordinary shares at the effective time, and (ii) the right to an aggregate of approximately       shares of VerifyMe common stock will be granted to the holders of OpenWorld SAFEs at the effective time, based on the fully diluted VerifyMe common stock and fully diluted OpenWorld ordinary shares on      , 2026.

Additionally, in connection with the merger and at the effective time, each holder of outstanding options for OpenWorld ordinary shares (the “OpenWorld Options”), whether vested or unvested, shall automatically be converted into an option to purchase shares of VerifyMe common stock (the “Assumed Options”). Each Assumed Option will continue to be subject to substantially the same terms and conditions that applied to such option before the effective time, except that (i) the number of shares of VerifyMe common stock issuable under the Assumed Options shall equal the product of (x) the number of shares underlying the option immediately prior to the effective time multiplied by (y) the exchange ratio (rounded down to the nearest whole share), (ii) the exercise price per share of such Assumed Option shall equal the quotient obtained by dividing (x) the exercise price of such option immediately prior to the effective time by (y) the exchange ratio (rounded up to the nearest whole cent), and (iii) each Assumed Option shall be governed by the VerifyMe, Inc. 2020 Equity Incentive Plan.

Immediately upon the effective time of the merger, (i) OpenWorld Securityholders will own approximately      % of the fully diluted equity of the combined company and (ii) current VerifyMe stockholders and holders of certain outstanding options and warrants to purchase shares of VerifyMe common stock will own approximately      % of the fully diluted equity of the combined company, based on the number of shares of VerifyMe common stock outstanding as of      , 2026, the latest practicable date prior to the date of this proxy statement/prospectus.

Additionally, immediately following the merger, Webslinger Holdings Inc. will beneficially own approximately greater than 50% of the voting power of the combined company’s outstanding common stock. See the section “Principal Stockholders of the Combined Company.” Matthew Shaw, who is expected to serve as chief executive officer and chairman of the Combined Company Board holds the management share of WSH and therefore holds all voting power in the entity. Under the Nasdaq listing rules, a company of which more than 50% of the voting power is held by an individual, group, or another company is a “controlled company” and is permitted to elect to rely, and may rely, on certain exemptions from corporate governance requirements. As a result of WSH and Matthew Shaw’s expected ownership and control, the combined company will be a controlled company. Although OpenWorld does not currently intend for the combined company to rely on the controlled company exemptions, the combined company could elect to rely on one or more of these exemptions in the future. If the combined company relies on any such exemptions, its investors will not have the same protections afforded to stockholders of companies that are subject to these corporate governance requirements. See “Management Following the Merger—Controlled Company Exemption.”

VerifyMe’s common stock is currently listed on the Nasdaq Capital Market ("Nasdaq") under the symbol "VRME." The market price of VerifyMe common stock will fluctuate before the merger. VerifyMe urges you to obtain current market quotations for the price of VerifyMe’s common stock.

VerifyMe expects that the merger will qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended. VerifyMe will seek stockholder approval of the requisite elements of the merger at its 2026 annual meeting of its stockholders (the "annual meeting"), while OpenWorld will solicit its shareholders’ approval by written consent. VerifyMe stockholders will be asked to consider and vote upon the following proposals at its annual meeting:

The VerifyMe annual meeting will be held on      ,      , 2026, at      , Eastern Time, via live webcast at the following internet web address www.virtualshareholdermeeting.com/VRME2026. VerifyMe stockholders will need the 16-digit meeting control number that is printed on their proxy card to enter the annual meeting. VerifyMe recommends that stockholders log in at least 15 minutes before the annual meeting to ensure that you are logged in when the annual meeting starts. VerifyMe stockholders will not be able to physically attend the annual meeting.

Completion of the merger is conditioned upon satisfaction or waiver of all closing conditions under the merger agreement, including, among other things, the approval by VerifyMe stockholders of the share issuance proposal, which requires the affirmative vote of the majority of the votes of the shares present in person or represented by proxy at the annual meeting and entitled to vote on the subject matter and that are voted for or against the matter.

After careful consideration, the non-interested directors of the VerifyMe Board have unanimously approved the merger agreement and the other proposals described in the accompanying proxy statement/prospectus, and the VerifyMe Board has determined that it is advisable to consummate the merger. The VerifyMe Board recommends that you vote “FOR” the proposals described in the accompanying proxy statement/prospectus.

VerifyMe is providing the accompanying proxy statement/prospectus and proxy card to you in connection with the solicitation of proxies to be voted at the annual meeting and at any adjournments or postponements of the annual meeting. Your vote is very important. If you are a registered stockholder, please vote your shares as soon as possible by completing, signing, dating and returning the enclosed proxy card, voting online or by telephone. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the annual meeting.

More information about VerifyMe, OpenWorld and the merger is contained in the accompanying proxy statement/prospectus. VerifyMe and OpenWorld urge you to read the accompanying proxy statement/prospectus, including the financial statements and annexes and other documents referred to herein, carefully and in their entirety. In particular, you should carefully consider the matters discussed under “Risk Factors” beginning on page 22 of the accompanying proxy statement/prospectus.

Neither the Securities and Exchange Commission nor any state securities regulatory authority has approved or disapproved of the merger or the securities to be issued under this proxy statement/prospectus or has passed upon the adequacy or accuracy of the disclosure in this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

The accompanying proxy statement/prospectus is dated            , 2026 and is first being mailed to the stockholders of VerifyMe on or about            , 2026.

VERIFYME, INC.

801 International Parkway, Fifth Floor

Lake Mary, Florida 32746

Telephone: (585) 736-9400

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON      , 2026

To the Stockholders of VerifyMe, Inc.:

We are pleased to invite you to virtually attend the annual meeting of stockholders of VerifyMe, Inc., a Nevada corporation (“VerifyMe”), which will be held via live webcast at www.virtualshareholdermeeting.com/VRME2026, on      , 2026 at       Eastern Time, for the following purposes:

VerifyMe will transact no other business at the annual meeting except such business as may properly be brought before the annual meeting by or at the direction of the VerifyMe board of directors. References to the annual meeting in the proxy statement/prospectus are to such annual meeting as adjourned or postponed. Please refer to the proxy statement/prospectus of which this notice is a part for further information with respect to the business to be transacted at the annual meeting.

References to the “VerifyMe Board” in connection with the share issuance proposal, merger agreement, merger, and the other transactions contemplated by the merger agreement mean the non-interested directors of the VerifyMe board of directors acting unanimously. In all other contexts references to the “VerifyMe Board” mean all directors of the VerifyMe board of directors acting unanimously.

The VerifyMe Board has fixed the close of business on      , 2026 as the record date for the annual meeting (the “record date”). Only holders of record (“VerifyMe stockholders”) of VerifyMe common stock and Series B Convertible Preferred Stock, par value $0.001 per share (“VerifyMe preferred stock” and together with the VerifyMe common stock, the “VerifyMe capital stock”), at the record date are entitled to receive notice of, and to vote at, the annual meeting. At the close of business on the record date, 0.85 shares of VerifyMe preferred stock were issued and outstanding, held of record by one holder.

Completion of the merger is conditioned on approval of the share issuance proposal. Approval of the share issuance proposal requires the affirmative vote of the majority of shares of VerifyMe capital stock voting for or against the proposal. The share issuance proposal is the only proposal that the holder of VerifyMe preferred stock is entitled to vote on at the annual meeting.

The approvals of the director election proposal, say-on-pay proposal, equity plan proposal, accountant proposal, and adjournment proposal (the “non-merger proposals”) are not conditions to the completion of the merger. Except for the director election proposal, which requires a plurality of the votes of shares of VerifyMe common stock cast at the annual meeting, each non-merger proposal requires the affirmative vote of the majority of shares of VerifyMe common stock voting for or against the proposal.

The VerifyMe Board unanimously (a) determined that the merger agreement and the transactions contemplated by the merger agreement are fair to, and in the best interests of, VerifyMe and the holders of VerifyMe capital stock, and (b) approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement on the terms and subject to the conditions set forth in the merger agreement. The VerifyMe Board unanimously recommends that VerifyMe stockholders vote “FOR” the share issuance proposal, “FOR” each director nominee in the director election proposal, and “FOR” all other non-merger proposals.

Your vote is very important regardless of the number of shares that you own. Whether or not you expect to attend the annual meeting, to ensure your representation at the annual meeting, we urge you to submit a proxy to vote your shares as promptly as possible by (i) accessing the internet site listed on the accompanying proxy card, (ii) calling the toll-free number listed on the accompanying proxy card or (iii) submitting your accompanying proxy card by mail by using the provided self-addressed, stamped envelope. Submitting a proxy will not prevent you from voting virtually at the annual meeting, but it will help to secure a quorum and avoid added solicitation costs. Any eligible VerifyMe stockholder who is present at the annual meeting may vote virtually at the meeting, thereby canceling any previously delivered proxy. In any event, a proxy may be revoked at any time before the annual meeting in the manner described in the accompanying proxy statement/prospectus. If your shares are held in the name of a bank, broker or other nominee, please follow the instructions on the voting instruction card furnished by such bank, broker or other nominee.

The enclosed proxy statement/prospectus provides a detailed description of the merger, the merger agreement and the other matters to be considered at the annual meeting. We urge you to carefully read the proxy statement/prospectus, including the annexes in their entirety. In particular, we urge you to carefully read the section entitled “Risk Factors” beginning on page 22 of the accompanying proxy statement/prospectus. If you have any questions concerning the merger or the proxy statement/prospectus or if you would like additional copies or need help voting your shares of VerifyMe common stock or VerifyMe preferred stock, please contact the company’s proxy solicitor, Advantage Proxy, Inc. toll free at 1-877-870-8565 or collect at 206-870-8565 or by email to ksmith@advantageproxy.com.

Lake Mary, Florida

            , 2026

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus, which forms part of the registration statement on Form S-4 filed with the Securities and Exchange Commission (the “SEC”) by VerifyMe, constitutes a prospectus of VerifyMe under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of VerifyMe common stock to be issued pursuant to the merger agreement. This proxy statement/prospectus also constitutes a proxy statement for VerifyMe under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This proxy statement/prospectus also constitutes a notice of meeting with respect to the annual meeting.

Information contained in this proxy statement/prospectus regarding VerifyMe and Merger Sub has been provided by VerifyMe, and information contained in this proxy statement/prospectus regarding OpenWorld has been provided by OpenWorld. VerifyMe and OpenWorld have both contributed to the information related to the merger contained in this proxy statement/prospectus.

VerifyMe and OpenWorld have not authorized anyone to provide you with information that is different from that contained in this proxy statement/prospectus. This proxy statement/prospectus is dated      , 2026, and you should assume that the information contained in this proxy statement/prospectus is accurate only as of such date unless the information specifically indicates that another date applies. Neither the mailing of this proxy statement/prospectus to VerifyMe stockholders nor the issuance by VerifyMe of shares of VerifyMe common stock pursuant to the merger agreement will create any implication to the contrary.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

GLOSSARY

The following terms have the following meanings in this proxy statement/prospectus:

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE MERGER AND ANNUAL MEETING

The following are some questions that you, as a stockholder of VerifyMe, may have regarding the merger and the other matters being considered at the annual meeting of VerifyMe stockholders, and brief answers to those questions. You are urged to carefully read this proxy statement/prospectus and the other documents referred to in this proxy statement/prospectus in their entirety. Additional important information is contained in the annexes to this proxy statement/prospectus.

Why am I receiving this proxy statement/prospectus?

You are receiving this proxy statement/prospectus in connection with the VerifyMe annual meeting. You are also receiving the proxy statement/prospectus because VerifyMe, Merger Sub and OpenWorld have entered into the merger agreement, pursuant to which, upon the terms and subject to the conditions set forth in the merger agreement, Merger Sub will merge with and into OpenWorld, with OpenWorld continuing as the surviving company of the merger. Upon consummation of the merger and the other transactions contemplated by the merger agreement, OpenWorld will be a wholly owned subsidiary of VerifyMe. Your vote is required in connection with the merger. The merger agreement, which governs the terms of the merger, is attached to this proxy statement/prospectus as Annex A.

In order to complete the merger, holders of VerifyMe capital stock must approve (a) pursuant to Nasdaq Listing Rule 5635(a), the issuance of shares of VerifyMe common stock to OpenWorld Securityholders, which will represent more than 20% of the shares of VerifyMe common stock outstanding immediately prior to the merger, pursuant to the terms of the merger agreement, and (b) in the event such issuance constitutes a change of control, pursuant to Nasdaq Listing Rule 5635(b), the change of control resulting from the transactions contemplated by the merger agreement, including the merger (collectively, the “share issuance proposal”). If there are not sufficient votes at the time of the annual meeting to approve the share issuance proposal, VerifyMe will ask stockholders to approve the adjournment of the annual meeting to solicit additional proxies (the “adjournment proposal”) in order to complete the merger. Approval by the requisite holders of VerifyMe capital stock of the share issuance proposal, whether received at the annual meeting or at any adjournment or postponement thereof, is sometimes collectively referred to herein as the “VerifyMe Stockholder Approval”.

This proxy statement/prospectus serves as the proxy statement through which VerifyMe will solicit proxies at its annual meeting, including proxies to obtain the VerifyMe Stockholder Approval. It also serves as the prospectus by which VerifyMe will issue shares of its common stock as consideration in the merger.

This proxy statement/prospectus, which you should carefully read in its entirety, contains important information about the merger and the other matters being considered at the annual meeting.

When and where is the annual meeting?

The annual meeting of VerifyMe’s stockholders will solely be held virtually via live webcast on      , 2026, beginning at       Eastern Time. VerifyMe stockholders will be able to virtually attend and vote at the annual meeting by visiting www.virtualshareholdermeeting.com/VRME2026. In order to virtually attend and vote at the annual meeting, you will need the 16-digit meeting control number located on your proxy card. VerifyMe recommends that you log in at least 15 minutes before the annual meeting to ensure that you are logged in when the annual meeting starts. Please note that there will not be a physical meeting location and you will not be able to attend in person.

What will OpenWorld Securityholders receive in the merger?

If the merger is completed:

or (i) an aggregate of approximately                      shares of VerifyMe common stock will be issued to the holders of OpenWorld ordinary shares at the effective time, and (ii) the right to an aggregate of approximately                      shares of VerifyMe common stock will be granted to the holders of OpenWorld SAFEs at the effective time, based on the fully diluted VerifyMe common stock and fully diluted OpenWorld ordinary shares on      , 2026.

Additionally, if the merger is completed, at the effective time, each outstanding OpenWorld Option, whether vested or unvested, shall automatically be converted into an Assumed Option to purchase share of VerifyMe common stock. Each Assumed Option will continue to be subject to substantially the same terms and conditions that applied to such option before the effective time, except that (i) the number of shares of VerifyMe common stock issuable under the Assumed Options shall equal the product of (x) the number of shares underlying the option immediately prior to the effective time multiplied by (y) the exchange ratio (rounded down to the nearest whole share), (ii) the exercise price per share of such Assumed Option shall equal the quotient obtained by dividing (x) the exercise price of such option immediately prior to the effective time by (y) the exchange ratio (rounded up to the nearest whole cent), and (iii) each Assumed Option shall be governed by the 2020 Plan.

Who will own VerifyMe immediately following the merger?

It is anticipated that, upon the effective time of the merger, based on the number of shares of VerifyMe common stock outstanding as of      , 2026 (the latest practicable date prior to the date of this proxy statement/prospectus), current VerifyMe stockholders will hold approximately      % and OpenWorld Securityholders will hold approximately      % of the combined company. The exact equity stake of VerifyMe stockholders and OpenWorld Securityholders in the combined company immediately following the effective time will depend on the number of shares of VerifyMe common stock issued and outstanding immediately prior to the effective time.

For additional information regarding the VerifyMe Board’s recommendation that VerifyMe stockholders approve the transactions contemplated by the merger agreement, please see “The Merger—Recommendation of the VerifyMe Board and Reasons for the Merger.”

What will be the composition of the board of directors and management of the combined company following the completion of the merger?

Subject to certain conditions set forth in the merger agreement, immediately following the closing of the merger, the combined company board of directors (the “Combined Company Board”) is expected to consist of seven members. Pursuant to the merger agreement, one current director of VerifyMe, Scott Greenberg, is expected to remain on the Combined Company Board with OpenWorld having the right to designate the remaining six directors. The initial directors of the Combined Company Board to be designated by OpenWorld are expected to be Matthew Shaw, who is expected to serve as the Chairman of the Combined Company Board, Chantal Schutz, Thomas Rossiter, Raghav Chopra and two additional directors to be designated by OpenWorld. For more information, please see “The Merger—Board of Directors and Management of the Combined Company.”

Also immediately following the closing of the merger, it is expected that, (i) Adam Stedham will resign as VerifyMe’s President and Chief Executive Officer and as a director on the VerifyMe Board, and he will become the combined company’s President of Precision Logistics, (ii) Jennifer Cola will continue in her current role as the combined company’s Chief Financial Officer, (iii) Matthew Shaw will be appointed the combined company’s Chief Executive Officer and Chairman of the Combined Company Board, (iv) Russel McMeekin will be appointed the combined company’s Global Corporate President and (v) Gerard Hernandez will be appointed the combined company’s Chief Accounting Officer. For more information, please see “The Merger—Board of Directors and Management of the Combined Company.”

How important is my vote?

Your vote for each proposal presented at the annual meeting is very important and you are encouraged to submit a proxy as soon as possible.

The merger cannot be completed without, among other things, the VerifyMe Stockholder Approval. The table below shows the vote required to approve each of the proposals described in this proxy statement/prospectus, assuming the presence of a quorum, in person or by proxy, at the annual meeting.

How does the VerifyMe Board recommend that I vote?

The VerifyMe Board unanimously recommend that VerifyMe stockholders vote:

For additional information regarding the VerifyMe Board’s recommendation that VerifyMe stockholders vote for the share issuance proposal, please see “The Merger—Recommendation of the VerifyMe Board and Reasons for the Merger.”

Is the approval of OpenWorld Shareholders required to complete the merger?

Yes. The merger cannot be completed without the approval by OpenWorld Shareholders. In accordance with the terms of the merger agreement, as promptly as reasonably practical, but no later than 3 business days following the date that the Registration Statement on Form S-4 of which this proxy statement/prospectus is a part shall have been declared effective by the SEC, OpenWorld must solicit and use its reasonable best efforts to obtain the OpenWorld Shareholder approval by holders of at least a majority of the issued and outstanding shares of OpenWorld ordinary shares, or, in the event that OpenWorld is not able to obtain the written resolutions, it shall duly and promptly convene a meeting of OpenWorld Shareholders, solely for the purpose of voting on the adoption of the merger agreement and approving the related transactions (referred to herein as the “OpenWorld Shareholder Approval”).

Will the shares of VerifyMe common stock received at the time of completion of the merger be traded on an exchange?

Yes. It is a condition to the consummation of the merger that the shares of VerifyMe common stock issuable to OpenWorld Securityholders in the merger be approved for listing on Nasdaq, upon official notice of issuance. Following the completion of the merger, it is expected that the common stock of the combined company will continue to trade on Nasdaq under the ticker symbol “OPNW.”

How will VerifyMe stockholders be affected by the merger?

Upon completion of the merger, each VerifyMe stockholder will hold the same number of shares of VerifyMe capital stock that such stockholder held immediately prior to completion of the merger. As a result of the merger, VerifyMe stockholders will own shares in a larger company with a different business model and strategy. However, because VerifyMe will be issuing a significant number of additional shares of VerifyMe common stock, each share of VerifyMe common stock issued and outstanding immediately prior to the merger will represent a smaller percentage of the aggregate number of shares of VerifyMe common stock issued and outstanding after the merger. See “Who will own VerifyMe immediately following the merger?”

What are the material U.S. federal income tax consequences of the merger?

VerifyMe and OpenWorld intend for the merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). Assuming the merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Code, subject to the limitations and qualifications described in the section titled “Certain Material U.S. Federal Income Tax Consequences of the Merger,” holders of OpenWorld ordinary stock that exchange their OpenWorld ordinary shares for VerifyMe common stock in the merger generally should not recognize gain or loss for U.S. federal income tax purposes on such exchange. However, if the merger does not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, the merger would be a taxable transaction to U.S. Holders (as defined in the section titled “Certain Material U.S. Federal Income Tax Consequences of the Merger”). The closing of the merger is not conditioned upon the receipt of an opinion of counsel or a ruling from the IRS regarding the U.S. federal income tax treatment of the merger, and no opinion of counsel or ruling from the IRS will be requested regarding such treatment. Accordingly, there can be no assurance that the IRS will not challenge the qualification of the merger as a “reorganization” within the meaning of Section 368(a) of the Code or that a court will not sustain such a challenge by the IRS.

The tax consequences to you of the merger will depend on your particular facts and circumstances. Please consult your tax advisor as to the tax consequences of the merger in your particular circumstances, including the applicability and effect of U.S. Federal, State, local and foreign income and other tax laws. For a more detailed discussion of certain material U.S. federal income tax consequences of the merger, see “Certain Material U.S. Federal Income Tax Consequences of the Merger.”

When do VerifyMe and OpenWorld expect to complete the merger?

VerifyMe and OpenWorld currently expect to complete the merger by August 31, 2026. However, neither VerifyMe nor OpenWorld can predict the actual date on which the merger will be completed, nor can the parties ensure that the merger will be completed, because completion is subject to conditions beyond the control of either company. Please see “The Merger—Regulatory Approvals” and “The Merger Agreement—Conditions to Closing.”

What happens if the merger is not completed?

If VerifyMe Stockholder Approval or OpenWorld Shareholder Approval is not obtained, or the merger is not otherwise completed for any other reason, OpenWorld Securityholders will not receive any shares of VerifyMe common stock, Assumed Options, or consideration under the merger agreement.

Under specified circumstances, VerifyMe or OpenWorld may be required to reimburse the other party’s expenses or pay a termination fee upon or subsequent to termination of the merger agreement, as described in “The Merger Agreement—Termination Fee.”

Who can vote at, and what is the record date of, the annual meeting?

All VerifyMe stockholders who hold shares of VerifyMe capital stock of record at the close of business on      , 2026, the record date for the annual meeting, are entitled to receive notice of and to vote at the annual meeting. Holders of VerifyMe preferred stock are only entitled to vote on the share issuance proposal at the annual meeting.

As of the record date, there were             shares of VerifyMe common stock issued and outstanding and 0.85 shares of VerifyMe preferred stock issued and outstanding.

How many votes may I cast?

Each issued and outstanding share of VerifyMe common stock entitles its holder of record to one vote on each matter to be considered at the annual meeting. Each issued and outstanding share of VerifyMe preferred stock entitles its holder of record to the number of votes equal to the number of shares of VerifyMe common stock that would have been issued should such VerifyMe preferred stock have been converted on the record date, provided that the holder of VerifyMe preferred stock is only entitled to vote on the share issuance proposal at the annual meeting. Only VerifyMe stockholders as of record on the record date are entitled to receive notice of, and to vote at, the annual meeting.

What constitutes a quorum at the annual meeting?

In order for business to be conducted at the annual meeting, a quorum must be present.

At least one-third (33 1/3%) of the outstanding shares of VerifyMe capital stock, present in person or represented by proxy, will constitute a quorum at the annual meeting. Abstentions and broker non-votes will be counted as shares present for purposes of determining the presence of a quorum for the transaction of business.

What is a proxy?

A proxy is a stockholder’s legal designation of another person to vote shares owned by such stockholder on their behalf. The document used to designate a proxy to vote your shares of VerifyMe capital stock is referred to as a “proxy card.”

What do I need to do now?

After you have carefully read and considered the information contained in this proxy statement/prospectus, please submit your proxy via the internet, by telephone or by mail in accordance with the instructions set forth on the applicable proxy card or voting instruction form you received, or complete, sign, date, and return the applicable proxy card or voting instruction form in the self-addressed, stamped envelope provided as soon as possible so that your shares will be represented and voted at the annual meeting.

For additional information on voting procedures, please see “The Annual Meeting of VerifyMe Stockholders.”

How will my proxy be voted?

If you submit your proxy via the internet, by telephone, or by completing, signing, dating, and returning the applicable proxy card or voting instruction form, your proxy will be voted in accordance with your instructions. If you sign your proxy card and return it without indicating how you would like to vote your shares, your proxy card will be voted in accordance with the recommendation of the VerifyMe Board.

For additional information on voting procedures, please see “The Annual Meeting of VerifyMe Stockholders.”

What should I do if I receive more than one set of voting materials for the annual meeting?

You may receive more than one set of voting materials for the annual meeting, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction forms. For example, if you hold your shares of VerifyMe capital stock in more than one brokerage account, you will receive a separate voting instruction form for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please submit each separate proxy or voting instruction form that you receive by following the instructions set forth in each separate proxy or voting instruction form. If you fail to submit each separate proxy or voting instruction form that you receive, not all of your shares will be voted.

What is the difference between holding shares of record and holding shares as a beneficial owner of shares of VerifyMe common stock?

If your shares of VerifyMe capital stock are registered directly in your name with VerifyMe’s registrar and transfer agent, West Coast Stock Transfer, Inc., you are considered, with respect to those shares, to be the stockholder of record. If you are a stockholder of record, then this proxy statement/prospectus and your proxy card have been sent directly to you by VerifyMe.

If your shares of VerifyMe capital stock are held through a bank, broker or other nominee, you are considered, with respect to those shares, the beneficial owner, and those shares are held in “street name” by your bank, broker or other nominee. In that case, this proxy statement/prospectus has been forwarded to you by your bank, broker or other nominee. As the beneficial owner, you have the right to direct your bank, broker or other nominee how to vote your shares by following their instructions for voting, and you are also invited to attend the annual meeting.

If my shares of VerifyMe capital stock are held in “street name” by my bank, broker or other nominee, will my bank, broker or other nominee automatically vote my shares for me?

No. If your shares of VerifyMe capital stock are held in the name of a bank, broker or other nominee, you will receive separate instructions from your bank, broker or other nominee describing how to vote your shares. The availability of internet or telephonic voting will depend on the nominee’s voting process. Please check with your bank, broker or other nominee and follow the voting procedures provided by your bank, broker or other nominee on your voting instruction form.

You should instruct your bank, broker or other nominee how to vote your shares of VerifyMe capital stock. Under the rules applicable to broker-dealers, your bank, broker or other nominee, if a proposal is deemed “routine” and you do not give instructions to your broker or nominee, they may, but are not required to, vote your shares with respect to the proposal. If a proposal is deemed “non-routine” and you do not give instructions to your broker or nominee, they may not vote your shares with respect to the proposal and the shares will be treated as “broker non-votes”. The determination of whether a proposal is “routine” or “non-routine” will be made based on New York Stock Exchange interpretations that regulate member brokerage firms, including for firms managing shares listed on Nasdaq. VerifyMe anticipates that only the accountant proposal will be deemed a routine matter on which brokers may vote. As a result, no broker will be permitted to vote your shares of VerifyMe capital stock at the annual meeting, except on the accountant proposal, without receiving instructions. Failure to instruct your broker on how to vote your shares will have no effect on the share issuance proposal, director election proposal, say-on-pay proposal, equity plan proposal, or adjournment proposal.

For additional information on voting procedures, please see “The Annual Meeting of VerifyMe Stockholders.”

What do I do if I am a VerifyMe stockholder and I want to revoke my proxy?

You may revoke the proxy at any time prior to its use by:

Only the latest validly executed proxy that you submit will be counted.

Are there any risks that I should consider as a VerifyMe stockholder in deciding how to vote?

Yes. You should read and carefully consider the risks set forth in this proxy statement/prospectus under the heading “Risk Factors.”

What happens if I sell or otherwise transfer my shares of VerifyMe capital stock before the annual meeting?

The record date is prior to the date of the annual meeting. If you sell or otherwise transfer your shares of VerifyMe capital stock after the record date but before the annual meeting, unless special arrangements (such as provision of a proxy) are made between you and the person to whom you transfer your shares, you will retain your right to vote such shares at the annual meeting but will otherwise transfer ownership of and the economic interest in your shares of VerifyMe capital stock.

Do any of the officers or directors of VerifyMe have interests in the merger that may differ from or be in addition to my interests as a VerifyMe stockholder?

Yes. In considering the recommendation of the VerifyMe Board that VerifyMe stockholders vote to approve the share issuance proposal, VerifyMe stockholders should be aware that, aside from their interests as stockholders of VerifyMe, certain of VerifyMe’s executive officers and directors have interests in the merger that may be different from, or in addition to, the interests of VerifyMe stockholders generally. The VerifyMe Board was aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement and the transactions contemplated therein, in approving the merger, and in recommending the approval of the share issuance proposal.

For more information on these interests and quantification of certain of these interests, please see “The Merger—Interests of VerifyMe Directors and Officers in the Merger.”

If I am a VerifyMe stockholder and I oppose any of the proposals, but all such proposals are approved, what are my rights?

Under the relevant provisions of the Nevada Revised Statutes (“NRS”), VerifyMe stockholders are not entitled to dissenters’ or appraisal rights in connection with the merger agreement, proposed merger, or with respect to any of the matters to be voted on at the annual meeting.

Where can I find voting results of the annual meeting?

VerifyMe intends to announce its preliminary voting results at the annual meeting and disclose its final voting results in a Current Report on Form 8-K that will be filed with the SEC following the annual meeting. All reports that VerifyMe files with the SEC are publicly available when filed.

How can I find more information about VerifyMe?

You can find more information about VerifyMe from various sources described in the section “VerifyMe’s Business—Additional Information.”

Who can answer any questions I may have about the annual meeting or the transactions contemplated by the merger agreement?

If you have questions about the annual meeting, the merger, the share issuance proposal, or how to submit your proxy, or if you need additional copies of this proxy statement/prospectus or documents incorporated by reference herein, the applicable enclosed proxy card or voting instructions, you should contact VerifyMe’s proxy solicitor at:

ADVANTAGE Proxy, Inc.

PO Box 10904

Yakima, WA 98909

Telephone: 1-877-870-8565 (toll free) or

206-870-8565 (banks and brokers can call collect)

Email to ksmith@advantageproxy.com

To obtain timely delivery, you must request the materials no later than five business days prior to the annual meeting. You may also obtain additional information about VerifyMe from documents filed with the SEC by following the instructions in the section entitled “VerifyMe’s Business—Additional Information.”

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following selected unaudited pro forma condensed combined financial information has been prepared to illustrate the estimated effects of the merger, as if each had occurred on December 31, 2025, for the purposes of the unaudited pro forma condensed combined balance sheet, and as if the merger occurred on January 1, 2025, the first day of VerifyMe’s fiscal year ended December 31, 2025, for the purposes of the unaudited pro forma condensed combined statement of operations and comprehensive loss.

The summary unaudited pro forma condensed combined financial data presented below is for illustrative purposes only. The information is not necessarily indicative of the operating results or financial position that would have occurred had the merger been completed on the dates indicated, nor is it necessarily indicative of the future operating results or financial position of the combined company. This information should be read together with the section entitled “Unaudited Pro Forma Condensed Combined Financial Information”, as well as the separate historical financial statements and accompanying notes of VerifyMe and OpenWorld included elsewhere in this proxy statement/prospectus.

It is anticipated that, upon the effective time of the merger, based on the number of shares of VerifyMe common stock outstanding as of April 7, 2026 (the latest practicable date prior to the date of this proxy statement/prospectus), current VerifyMe stockholders will hold approximately 10% and OpenWorld Securityholders will hold approximately 90% of the combined company.

Pro forma operations data:

Pro forma balance sheet data:

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contain forward-looking statements within the meaning of the federal securities laws that are not limited to historical facts but reflect VerifyMe’s and/or OpenWorld’s current beliefs, expectations or intentions regarding future events. Statements in this proxy statement/prospectus that are not historical facts are hereby identified as “forward-looking statements” for the purpose of the safe harbor provided by Section 21E of the Exchange Act and Section 27A of the Securities Act. Words such as “may,” “will,” “could,” “should,” “expect,” “plan,” “project,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “pursue,” “target,” “continue,” “strategy,” and other similar expressions or the negative of such words or expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, (i) VerifyMe’s or OpenWorld’s expected future financial position, results of operations, cash flows, financing plans, business strategy, budgets, capital expenditures, competitive positions, growth opportunities, employment opportunities and mobility, plans and objectives of management and (ii) VerifyMe’s proposed merger with OpenWorld, the expected benefits of the merger, including with respect to the business outlook or future economic performance, anticipated profitability, revenues, expenses or other financial items, and product or services line growth, the structure of the proposed transaction, the closing date of the merger, and plans following the closing of the merger, together with other statements that are not historical facts, are forward-looking statements that are estimates reflecting management’s best judgment based upon currently available information.

Such forward-looking statements are based upon management’s current expectations and are inherently uncertain, and stockholders and other potential investors must recognize that actual results may differ materially from expectations as a result of a variety of factors. For a discussion of the factors that may cause VerifyMe, OpenWorld or the combined company’s actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied in such forward-looking statements, or for a discussion of risks associated with the ability of VerifyMe and OpenWorld to complete the merger and the effect of the merger on the business of VerifyMe, OpenWorld and the combined company, see the section titled “Risk Factors” beginning on page 22 of this proxy statement/prospectus. Other unknown or unpredictable factors also could have a material adverse effect on VerifyMe or OpenWorld’s business, financial condition, results of operations and prospects. Accordingly, readers should not place undue reliance on these forward-looking statements. The forward-looking statements speak only as of the date made and, other than as required by law, neither VerifyMe nor OpenWorld undertake any obligation to update publicly or revise any of these forward-looking statements, whether as a result of new information, future events or otherwise.

RISK FACTORS

In addition to the other information included in this proxy statement/prospectus, including the matters addressed in “Cautionary Statement Regarding Forward-Looking Statements,” you should carefully consider the following risks before deciding how to vote. In addition, you should read and carefully consider the risks associated with VerifyMe, OpenWorld and the combined company. These disclosures reflect VerifyMe and OpenWorld’s beliefs and opinions as to certain factors that could materially and adversely affect VerifyMe, Open Word, and the combined company (and the securities of any of them) in the future. References to past events are provided by way of example only and are not intended to be a complete listing or a representation as to whether or not such factors have occurred in the past or their likelihood of occurring in the future. Realization of any of the risks described below, any of the events described under “Cautionary Statement Regarding Forward-Looking Statements” or any of the risks or events described elsewhere in this proxy statement/prospectus could have a material adverse effect on VerifyMe’s, OpenWorld’s or the combined company’s businesses, financial condition, cash flows and results of operations.

Risks Relating to the Merger

The merger is subject to closing conditions and may not be completed, the merger agreement may be terminated in accordance with its terms, and VerifyMe may be required to pay a termination fee upon termination.

The merger is subject to customary closing conditions that must be satisfied or waived prior to the consummation of the merger, including, among other things: (i) the VerifyMe Stockholder Approval and OpenWorld Shareholder Approval having been duly obtained; (ii) this registration statement on Form S-4 having been declared effective under the Securities Act and not being subject to any stop order; (iii) the VerifyMe common stock issuable in the merger having been approved for listing on Nasdaq; (iv) any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) having expired or been terminated, and all other required regulatory approvals having been obtained; (v) OpenWorld having received written approval of the merger by the Cayman Islands Trade and Business Licensing Board; (vi) the absence of any order by a governmental authority permanently enjoining or otherwise prohibiting consummation of the merger; (vii) the accuracy of the respective representations and warranties of each party, subject to certain materiality qualifications; (viii) compliance by the parties with their respective covenants; and (ix) the absence of any material adverse effect with respect to either party.

No assurance can be given that the required stockholder and shareholder approvals will be obtained or that the required conditions to closing will be satisfied or waived, and, if all required approvals are obtained and the conditions are satisfied or waived, no assurance can be given as to the terms, conditions, and timing of such approvals. Any delay in completing the merger could cause the combined company not to realize, or to be delayed in realizing, some or all of the benefits that the parties expect to achieve if the merger is successfully completed within the expected time frame.

Additionally, either party may terminate the merger agreement under certain circumstances, including, among other reasons, if the merger is not completed by August 31, 2026, subject to certain conditions. In the event the merger agreement is terminated by VerifyMe under specified circumstances, VerifyMe may be required to pay OpenWorld a termination fee of $500,000 or an expense reimbursement fee of $400,000, as applicable.

The pendency of the merger could adversely affect the business and operations of VerifyMe and OpenWorld.

Prior to closing, the merger agreement requires each of VerifyMe and OpenWorld to conduct their respective businesses in the ordinary course consistent with past practices. During the pendency of the merger, each party has agreed to refrain from taking certain actions without the other party’s consent, including making certain acquisitions or dispositions, incurring certain indebtedness, issuing equity securities (subject to limited exceptions), or entering into certain material contracts.

These restrictions may delay or prevent either party from pursuing business opportunities that may arise pending the completion of the merger, which could have a material adverse effect on VerifyMe’s business, financial condition, and results of operations, regardless of whether the merger is ultimately consummated. These restrictions could also have a material adverse effect on OpenWorld’s business, which could have a material adverse effect on the combined company’s business, financial condition, and results of operations should the merger be consummated. The risk, and adverse effect, of such restrictions could be exacerbated by any delay in consummation of the merger or termination of the merger agreement.

The announcement and pendency of the merger may create uncertainty that could adversely affect the business relationships of VerifyMe and OpenWorld.

Parties with which VerifyMe and OpenWorld do business may experience uncertainty associated with the merger, including with respect to current or future business relationships with the combined company following the merger. Customers, suppliers, distributors, and other business partners may delay or defer entering into new business relationships, seek to negotiate changes to existing relationships, or consider entering into relationships with parties other than VerifyMe or OpenWorld.

In addition, uncertainty about the effect of the merger on employees may adversely affect the parties’ ability to attract, retain, and motivate key personnel during the pendency of the merger and for a period of time thereafter. Key employees may depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with the combined company following the merger, which could have a material adverse effect on the business, financial condition, and results of operations of either party or the combined company.

Securities class action and derivative lawsuits may be filed challenging the merger, and an adverse ruling in any such lawsuit may delay or prevent the Closing.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into merger or business combination agreements. Such lawsuits may be brought against VerifyMe, OpenWorld, or their respective directors, alleging that the boards of directors breached their fiduciary duties to stockholders or shareholders by entering into the merger agreement.

There can be no assurance that such litigation or legal proceedings will not be brought, and if brought, that VerifyMe or OpenWorld will be successful in defending against them. An adverse outcome in such matters, as well as the costs and efforts of a defense even if successful, could have a material adverse effect on the business, results of operations, or financial position of the parties or the combined company, including through the possible diversion of resources or distraction of key personnel. One of the conditions to the Closing is that no order by any court or governmental authority has been entered that prohibits the merger, and consequently, if a plaintiff is successful in obtaining such an order, the merger may be delayed or prevented from being completed.

The merger may be completed even though a material adverse effect may result from the announcement of the merger, industry-wide changes, or other causes.

In general, neither VerifyMe nor OpenWorld is obligated to complete the merger if there is a material adverse effect affecting the other party between the date of the merger agreement and the Closing. However, certain types of changes are excluded from the concept of a “material adverse effect” as defined in the merger agreement.

Such exclusions include but are not limited to: changes in general economic, business, financial, regulatory or domestic or international political conditions; natural disasters, pandemics, or other public health events; changes in cryptocurrency or digital asset market conditions, regulatory developments affecting digital assets, or volatility in cryptocurrency valuations; a decline in the market price or trading volume of VerifyMe common stock; changes resulting from the announcement or pendency of the merger; changes in applicable laws or GAAP; and actions required by a governmental authority pursuant to Antitrust Laws (as defined in the merger agreement). Therefore, if any of these events were to occur affecting either VerifyMe or OpenWorld, the other party would still be obligated to effect the Closing, and the stock price of the combined company may suffer. This in turn may reduce the value of the merger to the VerifyMe stockholders or OpenWorld Securityholders, or both.

If the merger is not completed, VerifyMe’s stock price may decline significantly, and VerifyMe and OpenWorld’s businesses may be adversely affected.

If the merger is not completed for any reason, including as a result of either party’s stockholders or shareholders failure to approve the applicable proposals, the ongoing businesses of VerifyMe and OpenWorld may be adversely affected. Without realizing any of the expected benefits of the merger, the parties would be subject to a number of risks, including the following:

The exchange ratio in the merger is fixed and will not be adjusted to reflect changes in the market price of VerifyMe common stock or changes in the relative performance of the parties.

Under the merger agreement, each ordinary share of OpenWorld (other than excluded shares and dissenting shares), and certain other OpenWorld securities, as set forth in the merger agreement, will be converted or have the right to convert into a number of shares of VerifyMe common stock equal to the exchange ratio. The exchange ratio is fixed and will not be adjusted based on changes in the market price of VerifyMe common stock or the economic performance of either party prior to the Closing.

If the market price of VerifyMe common stock increases before the Closing, OpenWorld Securityholders may receive consideration with a higher dollar value than was negotiated at the time the merger agreement was executed. Conversely, if the market price of VerifyMe common stock decreases before the Closing, OpenWorld Securityholders may receive consideration with a lower dollar value. The merger agreement does not contain a price-based termination right.

Some VerifyMe and OpenWorld officers and directors have interests in the merger that are different from yours and that may influence them to support or approve the merger without regard to your interests.

Certain officers and directors of VerifyMe and OpenWorld participate in arrangements that provide them with interests in the merger that are different from yours, including, among others, the continued service as an officer or director of the combined company, severance benefits, the acceleration of certain outstanding equity awards, and continued indemnification.

For example, after the merger, Scott Greenberg, the current Chairman of VerifyMe’s Board will continue as a director of the combined company and may receive cash and other compensation from the combined company. Additionally, Adam Stedham and Jennifer Cola, current officers of VerifyMe, will continue as officers of the combined company pursuant to written employment agreements. Further, upon the effective time of the merger, the vesting of certain outstanding equity awards held by VerifyMe’s directors and officers will accelerate. These interests, among others, may influence the officers and directors of VerifyMe and OpenWorld to support or approve the merger. For more information concerning the interests of VerifyMe and OpenWorld’s officers and directors, see “The Merger—Interests of VerifyMe Directors and Officers in the Merger” and “The Merger—Interests of OpenWorld Directors and Officers in the Merger” in this proxy statement/prospectus.

The merger will involve substantial costs, whether or not the merger is consummated.

VerifyMe and OpenWorld have incurred and expect to continue to incur substantial non-recurring costs associated with the merger, including transaction fees and other costs related to completing the transaction. These costs and expenses include fees paid to legal, financial, and accounting advisors, filing fees, printing costs, and other costs and expenses. Portions of these transaction costs are contingent upon the Closing occurring, although some have been and will be incurred regardless of whether the merger is consummated.

The merger agreement limits VerifyMe’s and OpenWorld’s ability to pursue alternatives to the merger and includes the potential obligation to pay a Termination Fee.

Under the merger agreement, both VerifyMe and OpenWorld are subject to customary “no-shop” restrictions that limit their ability to solicit, initiate, or knowingly facilitate or encourage alternative acquisition proposals. From the date of the merger agreement until the earlier of the Closing or the termination of the merger agreement, each party has agreed not to engage in discussions or negotiations with, or furnish information to, any third party that is seeking to make or has made an acquisition proposal.

However, under certain circumstances, the VerifyMe Board may engage in negotiations with a third party that makes an unsolicited bona fide written acquisition proposal if the VerifyMe Board determines in good faith, after consultation with its financial advisor and outside legal counsel, that such proposal constitutes a superior proposal and that failure to engage in such negotiations would be inconsistent with its fiduciary duties. If the VerifyMe Board changes its recommendation to stockholders or terminates the merger agreement to enter into an alternative transaction, VerifyMe may be required to pay OpenWorld a termination fee of $500,000.

These provisions could discourage a potential third-party acquirer that might have an interest in acquiring all or a significant portion of VerifyMe from considering or proposing that acquisition, even if it were prepared to pay a higher price than the implied value of the merger, or might result in a potential third-party acquirer proposing a lower price because of the added expense of the termination fee.

VerifyMe and OpenWorld must obtain certain regulatory approvals and clearances to consummate the merger, which, if delayed, not granted, or granted with unacceptable conditions, could prevent, substantially delay, or impair consummation of the merger.

Completion of the merger is conditioned upon the expiration or termination of the applicable waiting period under the HSR Act and receipt of all other required regulatory approvals, including any approvals required by state or federal regulators for digital asset or cryptocurrency-related business activities. In addition, OpenWorld is required to receive written approval of the merger from the Cayman Islands Trade and Business Licensing Board.

Both VerifyMe and OpenWorld have agreed to make any necessary filings under the HSR Act and other applicable Antitrust Laws as promptly as practicable and to use reasonable best efforts to obtain all necessary regulatory approvals. However, there can be no assurance that the relevant waiting periods will expire, or that regulatory authorizations will be obtained. At any time before or after consummation of the merger, the Department of Justice, the Federal Trade Commission, any state attorney general, or a governmental authority in another jurisdiction could take action under applicable antitrust laws, including seeking to enjoin completion of the merger or requiring divestitures or other concessions as a condition to approval.

Any conditions, limitations, or delays in obtaining regulatory approvals could have the effect of delaying or impeding consummation of the merger or imposing additional costs or limitations on the combined company following completion of the merger.

Risks Relating to the Proposed Reverse Stock Split

Subject to the merger agreement, VerifyMe’s Board currently has discretion to effect a reverse stock split of its common stock at a ratio ranging from 1-for-2 to 1-for-10 without further VerifyMe stockholder approval, which could adversely effect VerifyMe stockholders and the value of VerifyMe common stock.

At VerifyMe’s annual meeting of stockholders held on October 8, 2025, its stockholders authorized the VerifyMe Board to effect at any time until the one-year anniversary date of the annual meeting, in its discretion, a reverse stock split of VerifyMe’s outstanding and treasury shares of common stock at a ratio ranging from 1-for-2 to 1-for-10, to be determined by the VerifyMe Board, without any corresponding change in the number of authorized shares of VerifyMe’s common stock and approved a corresponding amendment to VerifyMe’s articles of incorporation, to effect the reverse stock split. Pursuant to the merger agreement, VerifyMe has agreed not to effect a reverse stock split unless requested by OpenWorld.

Based on information currently available to VerifyMe, it anticipates that its common stock will be unable to meet the $4.00 (or, to the extent applicable, $3.00) minimum bid price initial listing requirement at the closing of the merger unless VerifyMe effects a reverse stock split. There is no assurance that if a reverse stock split is implemented it will result in:

Additionally, if a reverse stock split is effected, it may:

Any of the foregoing could adversely affect VerifyMe stockholders and value of VerifyMe common stock before or after the merger.

Risks Relating to the Combined Company

Combining the businesses of VerifyMe and OpenWorld may be more difficult, costly or time-consuming than expected and the combined company may fail to realize the anticipated synergies and other benefits of the merger, which may adversely affect the combined company’s business results and negatively affect the value of VerifyMe common stock following the Closing.

The success of the merger will depend, in part, on the combined company’s ability to realize the anticipated benefits and synergies from integrating the businesses of VerifyMe and OpenWorld. To realize these anticipated benefits and synergies, the combined company must successfully combine and integrate the operations of both companies. If the combined company is unable to achieve these objectives, the anticipated benefits and synergies of the merger may not be realized fully, or at all, or may take longer to realize than expected.

The integration process may involve unforeseen difficulties and may require a disproportionate amount of management and financial resources. Potential difficulties the combined company may encounter in the integration process include:

It is possible that the integration process could result in the loss of key employees, the loss of customers, the disruption of either company’s or both companies’ ongoing businesses, inconsistencies in standards, controls, procedures, and policies, unexpected integration issues, higher than expected integration costs, and an overall post-completion integration process that takes longer than originally anticipated. The actual integration may result in additional and unforeseen expenses. If the combined company is not able to adequately address integration challenges, we may be unable to successfully integrate operations and the anticipated benefits of the integration plan may not be realized.

An inability to realize the full extent of the anticipated benefits of the merger, as well as any delays encountered in the integration process, could have an adverse effect upon the revenues, level of expenses and operating results of the combined company, which may adversely affect the value of the combined company’s common stock following the consummation of the merger. Moreover, if the combined company is unable to realize the full strategic and financial benefits currently anticipated from the merger, VerifyMe stockholders will have experienced substantial dilution of their ownership interests without receiving any commensurate benefit, or only receiving part of the commensurate benefit to the extent the combined company is able to realize only part of the strategic and financial benefits currently anticipated from the merger.

The combined company may not be able to retain customers, suppliers, or business partners, or such third parties may seek to modify contractual relationships with the combined company, which could have an adverse effect on the combined company’s business and operations.

Third parties may terminate or alter existing contracts or relationships with the combined company as a result of the merger. Certain customers, suppliers, or other business partners may seek to terminate or modify contractual obligations following the Closing, whether or not contractual rights are triggered as a result. There can be no guarantee that customers, suppliers, and business partners will remain with or continue to have a relationship with the combined company or do so on the same or similar contractual terms following the Closing. If any customers, suppliers or distributors seek to terminate or modify contractual obligations or discontinue the relationship with the combined company, then the combined company’s business and results of operations may be harmed.

If the combined company’s suppliers or other business partners seek to terminate or modify an arrangement with the combined company, the combined company may be unable to procure necessary services from other providers in a timely and efficient manner and on acceptable and cost-effective terms, or at all. In addition, VerifyMe and OpenWorld have contracts with third parties that may require consent from these parties in connection with the merger. If these consents cannot be obtained, the combined company may suffer a loss of potential future revenue, incur costs, and lose rights that may be material to the combined company's business. In addition, third parties with whom VerifyMe or OpenWorld currently have relationships may terminate or otherwise reduce the scope of their relationship in anticipation of the Closing. Any such disruptions could limit the combined company’s ability to achieve the anticipated benefits of the merger. The adverse effect of any such disruptions could also be exacerbated by a delay in the Closing or by a termination of the merger agreement.

If the combined company fails to attract and retain management and other key personnel, it may be unable to successfully integrate the businesses or execute its business plan.

The combined company’s ability to compete in its industry depends on its ability to attract and retain highly qualified managerial, financial, technical, and other personnel. The combined company will be primarily engaged in the business of providing services and will be highly dependent on its management and key employees. Competition for qualified personnel is intense, and there can be no assurance that the combined company will be able to attract and retain the personnel necessary for the development of its business. In particular, the combined company’s success will depend on the continued services of OpenWorld’s Chief Executive Officer, Matthew Shaw, who will continue in such role following the merger. Mr. Shaw, who brings extensive experience in the finance industry and management of crypto and other digital asset companies, is critical to the combined company’s strategic plan, and the loss of him could significantly disrupt the combined company’s operations.

The combined company will operate in complex and rapidly evolving segments of the digital assets industry that are not widely understood and that require highly specialized expertise in areas such as blockchain infrastructure design, tokenomics, exchange and market structure, regulatory compliance across multiple jurisdictions, real-world asset (“RWA”) tokenization, and post-launch operations. The pool of individuals with the background and experience necessary to provide OpenWorld’s infrastructure and launch services, including senior leaders with financial, crypto and regulatory expertise, is extremely limited. The combined company will face intense competition for qualified personnel from other consulting and advisory firms, crypto-native companies, software and other technology firms, financial institutions, and emerging Web3 projects, many of which have significantly greater resources, brand recognition, or compensation flexibility than the combined company will.

OpenWorld’s executives, including Mr. Shaw, are employed at will and may terminate employment at any time, and OpenWorld does not currently maintain key-person life insurance for its executive officers. The loss of any key personnel, or the inability to attract and retain key personnel, could delay or prevent the achievement of the combined company’s business objectives and could materially and adversely affect the combined company’s business, financial condition, and results of operations.