As filed with the Securities and Exchange Commission on August 13, 2026

Registration No. 333-295079

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________

Post-Effective Amendment No. 1 to

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. x   333-295079

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) ¨

This Post-Effective Amendment No. 1 to the Registration Statement shall become effective immediately upon filing with the Securities and Exchange Commission in accordance with Rule 462(d) under the Securities Act, as amended.

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 (the “Amendment”) to Form S-4 amends the Registration Statement on Form S-4 of VerifyMe, Inc. (the “Registrant”) (Registration No. 333-295079), as amended prior to the date hereto, and which was declared effective by the Securities and Exchange Commission on August 12, 2026 (the “Registration Statement”). The Registrant is filing this Amendment as an exhibit only filing for the purposes of replacing Exhibit 10.46: Form of Registration Rights Agreement by and among Open World, Ltd. and GEM Global Yield LLC SCS, and GEM Yield Bahamas Limited, with the executed Registration Rights Agreement filed herewith as Exhibit 10.46. The executed Exhibit 10.46 supersedes and replaces the previously filed Exhibit 10.46 in its entirety. Accordingly, this Amendment consists only of the facing page, the explanatory note, section (a) of Item 21 of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibit. The prospectus and the balance of Part II of the Registration Statement, including section (b) of Item 21 of Part II, are unchanged and have been omitted.

PART II — INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. 

(a) Exhibit Index

* Filed herewith.

*** Filed previously

# Denotes management compensation plan or contract.

+ Schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K of the Securities Act of 1933, as amended. The Company will furnish a copy of any omitted schedule or similar attachment to the Securities and Exchange Commission upon request.

† Certain portions of this exhibit have been omitted (indicated by asterisks) pursuant to Item 601(b) of Regulation S-K of the Securities Act of 1933, as amended, because such omitted information is (i) not material and (ii) would be competitively harmful if publicly disclosed.

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lake Mary, State of Florida, on this 13th day of August, 2026.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

ATTACHMENTS / EXHIBITS

EXHIBIT 10.46