Exhibit 99.3
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
Introduction
On January 2, 2026, VerifyMe entered into the Binding LOI with OpenWorld regarding a proposed merger transaction. On February 11, 2026, we entered into the merger agreement with 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, upon the terms and conditions set forth in the merger agreement and the other transactions contemplated by the merger agreement. At the effective time of the merger, (i) each OpenWorld Shareholder outstanding immediately prior to the effective time of the merger, excluding holders of excluded shares and dissenting shares, each as defined in the merger agreement, will be entitled to receive the number of shares of VerifyMe common stock equal to (x) the number of shares of OpenWorld ordinary shares they hold multiplied by the exchange ratio, as calculated in accordance with the merger agreement; (ii) each holder of OpenWorld SAFEs will be granted the right to receive a number of shares of VerifyMe common stock equal to (x) the Conversion Share Number applicable to such OpenWorld SAFE multiplied by (y) the exchange ratio, without any interest; and (iii) each outstanding OpenWorld Option, whether vested or unvested, shall automatically be converted into an Assumed Option to purchase a share of VerifyMe common stock with the shares underlying each Assumed Option and exercise price being adjusted pursuant to the exchange ratio.
It is anticipated that, upon the effective time of the merger, based on the number of shares of VerifyMe common stock outstanding as of September 18, 2026 (the latest practicable date), current VerifyMe stockholders will hold approximately 10%, OpenWorld Securityholders will hold approximately 87.75% of the combined company, and Maxim will hold approximately 2.25% of the combined company (to the extent the Remaining Fee is paid in shares of common stock of the combined company and assuming a $200 million enterprise value for the combined company).
Anticipated Accounting Treatment of the Merger
The unaudited pro forma condensed combined balance sheet data assumes that the merger took place on June 30, 2026 and combines the historical balance sheets of VerifyMe and OpenWorld as of such date. The unaudited pro forma condensed combined statement of operations and comprehensive loss for the six months ended June 30, 2026 and year ended December 31, 2025 assumes that the merger took place as of January 1, 2025 and combines the historical results of VerifyMe and OpenWorld for the six months and year then ended. The unaudited pro forma condensed combined financial information was prepared in accordance with GAAP and pursuant to the rules and regulations of Article 11 of SEC Regulation S-X. The historical financial statements of VerifyMe and OpenWorld have been adjusted to give pro forma effect to events that are (i) directly attributable to the merger agreement and the other transactions contemplated by the merger agreement, (ii) factually supportable, and (iii) with respect to the unaudited pro forma condensed combined statement of operations and comprehensive loss, expected to have a continuing impact on the combined company’s results.
The following unaudited pro forma condensed combined financial information is being provided to aid you in your analysis of the financial aspects of the business combination. The following unaudited pro forma condensed combined financial information of VerifyMe and OpenWorld has been prepared in accordance with Article 11 of Regulation S-X, Pro Forma Financial Information. No management adjustments by VerifyMe’s management have been included by VerifyMe and, therefore, only transaction accounting adjustments are included in the following unaudited pro forma condensed combined financial information, which presents the combination of the historical financial information of VerifyMe and OpenWorld, adjusted to give effect to the merger and certain other related events contemplated by the merger.
The following unaudited pro forma condensed combined balance sheet as of June 30, 2026, and the unaudited pro forma condensed combined statement of operations and comprehensive loss for the six months ended June 30, 2026 and the year ended December 31, 2025, have been prepared using and combining, and should be read in conjunction with, the following, in the case of the balance sheet, giving effect to the merger as if it had been consummated as of June 30, 2026, and in the case of the statement of operations and comprehensive loss, giving effect to the merger as if it had been consummated as of January 1, 2025:
| ● | VerifyMe’s historical unaudited consolidated financial statements as of and for the six months ended June 30, 2026, included in VerifyMe’s Form 10-Q as filed with the SEC on August 14, 2026; |
| ● | OpenWorld’s historical unaudited consolidated financial statements as of and for the six months ended June 30, 2026, derived from the historical information of OpenWorld included as an exhibit to VerifyMe’s Form 8-K filed with the SEC on September 28, 2026, to which these unaudited pro forma condensed combined financials statements are also attached; |
| ● | VerifyMe’s historical audited consolidated statement of operations and comprehensive loss for the year ended December 31, 2025, included in VerifyMe’s Form 10-K as filed with the SEC on March 31, 2026; and |
| ● | OpenWorld’s historical audited consolidated statement of operations and comprehensive loss for the year ended December 31, 2025, included in VerifyMe’s proxy statement/prospectus and registration statement on Form S-4/A as filed with the SEC on August 11, 2026 and declared effective on August 12, 2026 (the “Registration Statement”). |
The unaudited pro forma condensed combined financial information has been presented for informational purposes only and is not necessarily indicative of what the combined company’s financial condition or results of operations would have been had the merger been completed as of the date indicated. The unaudited pro forma combined condensed financial information also may not be useful in predicting the future financial condition and results of operations of the combined company. The unaudited pro forma adjustments represent the estimates of VerifyMe’s and OpenWorld’s management, as applicable, based on information available as of the date of these unaudited pro forma condensed combined financial information.
Actual results may differ materially from the assumptions used to present the unaudited pro forma condensed combined financial information. Management of VerifyMe and OpenWorld have made significant estimates and assumptions in the determination of the pro forma adjustments. As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented and are subject to change as additional information becomes available and analyses are performed. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.
The unaudited pro forma condensed combined financial information should be read together with VerifyMe’s and OpenWorld’s historical financial statements and related notes thereto, as applicable, and the sections titled “VerifyMe Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “OpenWorld Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information included in VerifyMe’s Form 10-K and Form 10-Q filed with the SEC on March 31, 2026 and August 14, 2026, respectively, and OpenWorld’s historical financial statements included as an exhibit to VerifyMe’s Form 8-K filed with the SEC on September 28, 2026, to which these unaudited pro forma condensed combined financials statements are also attached and the Registration Statement.
The merger will be accounted for as a reverse merger using the acquisition method of accounting under the provisions of ASC Topic 805, Business Combinations. Under this method of accounting, VerifyMe will be treated as the “acquired” company for financial reporting purposes. Accordingly, the merger will be treated as the equivalent of OpenWorld issuing shares at the closing of the merger for the net assets of VerifyMe as of the closing, accompanied by a recapitalization. The net assets of VerifyMe will be stated at historical cost, with goodwill recorded, as VerifyMe continues as a business.
OpenWorld has been determined to be the accounting acquirer based on the following:
| ● | OpenWorld’s stockholders will own a substantial majority of the voting rights of the combined company; |
| ● | OpenWorld will designate a majority (six of seven) of the members of the board of directors of the combined company; and |
| ● | OpenWorld’s senior management will hold the majority of key positions in senior management of the combined company. |
Unaudited Pro Forma Condensed Combined Balance
Sheet
As of June 30, 2026
(in thousands)
| Historical | ||||||||||||||||||||
| Open World Ltd. | VerifyMe Inc. | Accounting Adjustments | Notes | Pro Forma Combined | ||||||||||||||||
| ASSETS | ||||||||||||||||||||
| Current Assets | ||||||||||||||||||||
| Cash and cash equivalents | $ | 620 | $ | 5,092 | $ | - | $ | 5,712 | ||||||||||||
| Accounts receivable, net | 1,358 | 558 | - | 1,916 | ||||||||||||||||
| Prepayments and other current assets | 2,828 | 499 | - | 3,327 | ||||||||||||||||
| Shares and warrants receivable | 41 | - | - | 41 | ||||||||||||||||
| Loans receivable, net | 334 | - | - | 334 | ||||||||||||||||
| Investments (current) | 52 | - | - | 52 | ||||||||||||||||
| Total current assets | $ | 5,233 | $ | 6,149 | $ | - | $ | 11,382 | ||||||||||||
| Non-Current assets | ||||||||||||||||||||
| Investments (non-current) | $ | 100 | $ | - | $ | - | $ | 100 | ||||||||||||
| Property and equipment, net | - | 13 | - | 13 | ||||||||||||||||
| Operating lease right-of-use assets, net | 841 | - | - | 841 | ||||||||||||||||
| Crypto assets | 1,610 | 1,610 | ||||||||||||||||||
| Intangible assets, net | 2,304 | - | 2,304 | |||||||||||||||||
| Goodwill | - | 2,926 | 2,773 | 3, 4B | 5,699 | |||||||||||||||
| Interco - Due from WAS Inc. and WH Inc. | - | - | - | - | ||||||||||||||||
| Total Assets | $ | 7,784 | $ | 11,392 | $ | 2,773 | $ | 21,949 | ||||||||||||
| LIABILITIES AND STOCKHOLDER'S EQUITY | ||||||||||||||||||||
| Current Liabilities | ||||||||||||||||||||
| Accounts Payable | $ | 4,693 | $ | 342 | $ | - | $ | 5,035 | ||||||||||||
| Notes Payable – related party | 1,523 | - | - | 1,523 | ||||||||||||||||
| Accrued expenses and other current liabilities | 650 | 331 | - | 981 | ||||||||||||||||
| Current portion of operating lease liabilities | 296 | 296 | ||||||||||||||||||
| Convertible Note - related party, current | - | 400 | - | 400 | ||||||||||||||||
| Convertible Note, current | - | 350 | - | 350 | ||||||||||||||||
| Total current liabilities | $ | 7,162 | $ | 1,423 | $ | - | $ | 8,585 | ||||||||||||
| Non-Current liabilities | - | |||||||||||||||||||
| - | - | |||||||||||||||||||
| Non-current portion of operating lease liabilities | 573 | - | - | 573 | ||||||||||||||||
| Total non-current liabilities | $ | 573 | $ | - | $ | - | $ | 573 | ||||||||||||
| Total Liabilities | $ | 7,735 | $ | 1,423 | $ | - | $ | 9,158 | ||||||||||||
| Common Stock | $ | - | $ | 14 | $ | (8 | ) | 4A, 4D | $ | 6 | ||||||||||
| Additional paid-in-capital | 4,984 | 102,192 | (82,662 | ) | 4A, 4J | 24,514 | ||||||||||||||
| Treasury Stock | - | (475 | ) | 475 | 4A | - | ||||||||||||||
| Simple Agreements for Future Equity (SAFEs) | 3,550 | - | (3,550 | ) | 4D | - | ||||||||||||||
| Dividends | (9,450 | ) | - | - | (9,450 | ) | ||||||||||||||
| Retained Earnings (Accumulated Deficit) | 965 | (91,762 | ) | 88,519 | 4A, 4K | (2,278 | ) | |||||||||||||
| Total Equity | $ | 49 | $ | 9,969 | $ | 2,774 | 4A | $ | 12,791 | |||||||||||
| Total Liabilities and Stockholders’ Equity | $ | 7,784 | $ | 11,392 | $ | 2,774 | $ | 21,949 |
The accompanying notes are an integral part of this unaudited pro forma condensed combined financial information.
Unaudited Pro Forma Condensed Statement of Operations
For the Six months Ended June 30, 2026
(in thousands, except share and per share data)
| Historical | ||||||||||||||||||||
| Open World Ltd. | VerifyMe Inc. | Accounting Adjustments | Notes | Pro Forma Combined | ||||||||||||||||
| Revenue | ||||||||||||||||||||
| Revenue | $ | 7,765 | $ | 3,680 | $ | - | $ | 11,445 | ||||||||||||
| Cost of sales | ||||||||||||||||||||
| Cost of Sales | $ | 343 | $ | 1,699 | $ | - | $ | 2,042 | ||||||||||||
| Gross profit | $ | 7,422 | $ | 1,981 | $ | - | $ | 9,403 | ||||||||||||
| Operating expenses | - | |||||||||||||||||||
| Management and technology | 3,652 | 1,177 | (82 | ) | 4H | 4,747 | ||||||||||||||
| General and administrative | 6,524 | 1,831 | (748 | ) | 4I | 7,607 | ||||||||||||||
| Sales and marketing | - | 296 | - | 296 | ||||||||||||||||
| Total operating expenses | $ | 10,176 | $ | 3,304 | $ | (830 | ) | $ | 12,650 | |||||||||||
| Income (loss) from operations | $ | (2,754 | ) | $ | (1,323 | ) | $ | 830 | $ | (3,247 | ) | |||||||||
| Other income (expense) | ||||||||||||||||||||
| Interest and other income (expense), net | (8 | ) | 139 | - | 131 | |||||||||||||||
| Change in fair value of shares and warrants receivable | (1,491 | ) | - | - | (1,491 | ) | ||||||||||||||
| Change in fair value of investments | (656 | ) | - | - | (656 | ) | ||||||||||||||
| Realized gain (loss) on digital assets | 88 | - | - | 88 | ||||||||||||||||
| Unrealized gain (loss) on digital assets | (510 | ) | - | - | (510 | ) | ||||||||||||||
| Change in fair value of accounts and loans receivable | (530 | ) | - | - | (530 | ) | ||||||||||||||
| Total other income (expense) | $ | (3,107 | ) | $ | 139 | $ | - | $ | (2,968 | ) | ||||||||||
| Net loss | $ | (5,860 | ) | $ | (1,184 | ) | $ | 830 | $ | (6,215 | ) | |||||||||
| Net loss per share: | ||||||||||||||||||||
| Basic and diluted | $ | (46.52 | ) | $ | (0.89 | ) | $ | $ | (0.55 | ) | ||||||||||
| Weighted average common shares outstanding | ||||||||||||||||||||
| Basic and diluted | 126,038 | 1,335,989 | 9,866,567 | 4L | 11,328,594 | |||||||||||||||
The accompanying notes are an integral part of this unaudited pro forma condensed combined financial information.
Unaudited Pro Forma Condensed Statement of Operations
and Comprehensive Loss
For the Year Ended December 31, 2025
(in thousands, except share and per share data)
| Historical | ||||||||||||||||||||
| Open World Ltd. | VerifyMe Inc. | Accounting Adjustments | Notes | Pro Forma Combined | ||||||||||||||||
| Revenue | ||||||||||||||||||||
| Revenue | $ | 35,748 | $ | 16,398 | $ | - | $ | 52,146 | ||||||||||||
| Cost of sales | ||||||||||||||||||||
| Cost of Sales | $ | 5,235 | $ | 10,077 | $ | - | 15,312 | |||||||||||||
| Gross profit | $ | 30,513 | $ | 6,321 | $ | - | $ | 36,834 | ||||||||||||
| Operating expenses | ||||||||||||||||||||
| Segment management and technology | 7,793 | 3,138 | (549 | ) | 4G | 10,382 | ||||||||||||||
| General and administrative | 7,456 | 3,416 | 748 | 4I | 11,620 | |||||||||||||||
| Sales and marketing | - | 987 | - | 987 | ||||||||||||||||
| Goodwill and intangible asset impairment | - | 3,850 | (1,062 | ) | 4F | 2,788 | ||||||||||||||
| Total operating expenses | $ | 15,249 | $ | 11,391 | $ | (863 | ) | $ | 25,777 | |||||||||||
| Income (loss) from operations | $ | 15,264 | $ | (5,070 | ) | $ | 863 | $ | 11,057 | |||||||||||
| Other income (expense) | ||||||||||||||||||||
| Interest and other income (expense), net | (47 | ) | 165 | - | 118 | |||||||||||||||
| Change in fair value of shares and warrants receivable | (3,529 | ) | - | - | (3,529 | ) | ||||||||||||||
| Change in fair value of investments | (3,639 | ) | - | - | (3,639 | ) | ||||||||||||||
| Realized gain (loss) on digital assets | (4,375 | ) | - | - | (4,375 | ) | ||||||||||||||
| Unrealized gain (loss) on digital assets | (8,155 | ) | - | - | (8,155 | ) | ||||||||||||||
| Change in fair value of accounts and loans receivable | (15,749 | ) | - | - | (15,749 | ) | ||||||||||||||
| Total other income (expense) | $ | (35,494 | ) | $ | 165 | $ | - | $ | (35,329 | ) | ||||||||||
| Net loss | $ | (20,230 | ) | $ | (4,905 | ) | $ | 863 | $ | (24,272 | ) | |||||||||
| Change in fair value of interest rate, swap | $ | - | $ | (12 | ) | $ | - | $ | (12 | ) | ||||||||||
| Total Comprehensive Loss | $ | (20,230 | ) | $ | (4,917 | ) | $ | 863 | $ | (24,284 | ) | |||||||||
| Net loss per share: | ||||||||||||||||||||
| Basic and diluted | $ | (188.99 | ) | $ | (3.90 | ) | $ | (2.03 | ) | |||||||||||
| Weighted average common share outstanding | ||||||||||||||||||||
| Basic and diluted | 107,042 | 1,261,952 | 10,592,906 | 4L | 11,961,982 | |||||||||||||||
The accompanying notes are an integral part of this unaudited pro
forma condensed combined financial information.
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Note 1: Basis of presentation
The historical financial information and statements of operations and comprehensive loss for both VerifyMe and OpenWorld as of and for the six months ended June 30, 2026 and the year ended December 31, 2025, was prepared in accordance with US GAAP. The two companies will combine through a reverse merger transaction. As a result, the merger adjustments included in the unaudited pro forma condensed combined balance sheet and statements of operations and comprehensive loss as of and for the six months ended June 30, 2026 and the year ended December 31, 2025, reflect the impact of the merger transaction, and align VerifyMe’s historical financial statement balances with the presentation of OpenWorld’s historical consolidated financial statements. In preparing the unaudited pro forma condensed combined financial statements, certain reclassifications have been made to the historical financial statements of VerifyMe and OpenWorld to conform presentation. These reclassifications had no impact on total assets, total liabilities, total stockholders' equity, or net loss, but were made to align financial statement line items and disclosures for consistency.
The unaudited pro forma condensed combined balance sheet and statements of operations and comprehensive loss assume the merger has occurred as of June 30, 2026 and January 1, 2025, respectively, and any transactions which are triggered by the merger (Note 4) are also included in the presentation. In addition, certain components of OpenWorld’s results, including changes in the fair value of digital assets, receivables, investments, and derivative instruments, are non-cash in nature and may introduce significant volatility to reported earnings. VerifyMe’s management believes that separating operating results from these non-cash fair value changes provides additional context for understanding the Company’s performance on a pro forma basis.
Note 2: Accounting Policies
Accounting rules require evaluation of certain assumptions, estimates, or determination of financial statement classifications. The accounting policies of VerifyMe may materially vary from those of OpenWorld. During preparation of the unaudited pro forma condensed combined financial information, VerifyMe’s management has performed a preliminary analysis and is not aware of any material differences, and accordingly, this unaudited pro forma condensed combined financial information assumes no material differences in accounting policies. Following the closing, a more detailed review and comparison of the two companies’ accounting policies will be performed. As a result, additional differences between the accounting policies of the two companies may be identified that, when conformed, could have had a material impact on the accompanying unaudited pro forma condensed combined financial information.
Note 3: Preliminary Purchase Consideration Allocation
Because OpenWorld is treated as the acquiring company for accounting purposes, OpenWorld’s assets and liabilities are recorded at their carrying amounts prior to the closing and the historical operations that are reflected in the unaudited pro forma condensed combined financial information are those of OpenWorld. VerifyMe’s assets and liabilities are measured and recognized at their fair values as of the date of the closing and combined with the assets, liabilities and results of operations of OpenWorld following the closing. The purchase consideration has been determined using the share price of VerifyMe common stock on September 18, 2026 of $7.95 and the number of shares of combined company common stock that would be issued to VerifyMe stockholders to achieve the same ownership ratio of the combined company. If the transaction had occurred on June 30, 2026, the estimated preliminary fair values of the identifiable assets and liabilities (and related tax impacts) of the combined company and the purchase consideration would be as follows (in thousands):
| Assets acquired: | ||||
| Cash and cash equivalents | $ | 5,092 | ||
| Accounts receivable, net | 558 | |||
| Prepaids and other current assets | 499 | |||
| Property and equipment, net | 13 | |||
| Intangible assets, net | 2,304 | |||
| Total assets | 8,466 | |||
| Total liabilities assumed: | $ | (1,423 | ) | |
| Net assets acquired | $ | 7,043 | ||
| Estimated purchase consideration | $ | 12,742 | ||
| Goodwill | $ | 5,699 | ||
The consideration for the merger is summarized below, assuming the merger occurred on January 1, 2025, and assuming no shares were issued to Maxim as compensation for the Remaining Fee:
| Shares of combined company common stock issued to OpenWorld stockholders in connection with the merger at an exchange ratio resulting in OpenWorld Securityholders collectively owning approximately 90.0% of the combined company common stock, on a fully diluted basis | 14,424,489 | |||
| Shares of combined company common stock held by VerifyMe stockholders, upon the effectiveness of the merger, collectively representing approximately 10.0% of the combined company common stock, on a fully diluted basis | 1,602,721 | |||
| Total shares of combined company common stock | 16,027,210 | |||
| VerifyMe stock price on September 18, 2026 | $ | 7.95 | ||
| Total combined company market cap | $ | 127,416,320 | ||
| Purchase consideration to VerifyMe stockholders (10% of combined company market cap) | $ | 12,741,632 |
The purchase consideration, for the purposes of presenting the accompanying unaudited pro forma condensed combined financial statements, will depend on the market price of VerifyMe common stock on the date of closing. The following table illustrates the effects of change in the price of VerifyMe common stock and the resulting impact on the purchase consideration:
Price per Share of VerifyMe Common Stock | Purchase Consideration (in thousands) | ||||||||
| As presented | $ | 7.95 | $ | 12,742 | |||||
| 20% increase | $ | 9.54 | $ | 15,290 | |||||
| 20% decrease | $ | 6.36 | $ | 10,193 | |||||
| 40% increase | $ | 11.13 | $ | 17,838 | |||||
| 40% decrease | $ | 4.77 | $ | 7,645 | |||||
Note 4. Adjustments to the Unaudited Pro Forma Condensed Combined Financial Statements
Adjustments included in the column under the heading “Accounting Adjustments” are primarily based on information contained within the merger agreement. Further analysis will be performed after the completion of the merger to confirm these estimates or make adjustments in the final purchase price allocation, as necessary.
Given VerifyMe’s history of net losses and valuation allowance, management assumed a statutory tax rate of 0%. Therefore, the pro forma adjustments to the condensed combined statements of operations and comprehensive loss resulted in no additional income tax adjustment to the pro forma financials. Certain components of OpenWorld’s results, including changes in the fair value of digital assets, receivables, investments, and derivative instruments, are non-cash in nature and may introduce significant volatility to reported earnings.
The unaudited pro forma adjustments included in the unaudited pro forma condensed combined financial information are as follows:
Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2026:
| A. | To eliminate VerifyMe’s pre-merger equity balances including preferred and common stock, treasury stock, additional paid-in capital, and accumulated deficit. |
| B. | To record a preliminary estimate of goodwill arising from the excess of the estimated purchase consideration over the fair value of VerifyMe assets acquired and liabilities assumed by OpenWorld. |
| C. | To record VerifyMe non-recurring share based compensation expense related to the acceleration of vesting upon change of control. This pro forma adjustment is not reflected in the unaudited pro forma condensed combined statement of operations and comprehensive loss because these amounts are not expected to have a continuing effect on the operating results of the combined company. |
| D. | To record the adjustments for (i) VerifyMe’s weighted-average common stock outstanding, (ii) the conversion of VerifyMe convertible preferred stock to common stock, and (iii) the conversion of OpenWorld shares, options and warrants for the purchase of OpenWorld stock to VerifyMe common stock. |
To record the following adjustments to Open World and Verify Me stock based on the illustrative exchange ratio and the pro forma capitalization of the combined company on a fully diluted basis:
| As of September 18, 2026 | Pre-Merger Shares | Exchange Ratio | Post-Merger Shares | Post-Merger Percentage of Shares | ||||||||||||
| OpenWorld Shareholders | 150,397 | 77.17 | 11,605,586 | 72.4 | % | |||||||||||
| Holders of OpenWorld Options | 27,127 | 77.17 | 2,093,291 | 13.1 | % | |||||||||||
| Holders of OpenWorld Warrants | 4,730 | 77.17 | 365,000 | 2.3 | % | |||||||||||
| Maxim | 4,673 | 77.17 | 360,612 | 2.2 | % | |||||||||||
| 186,927 | 14,424,489 | 90.0 | % | |||||||||||||
| VerifyMe Shareholders | 1,316,520 | 1.00 | 1,316,520 | 8.2 | % | |||||||||||
| VerifyMe Preferred Shareholders | 0.85 | 16,994 | 14,445 | 0.1 | % | |||||||||||
| Holders of VerifyMe Restricted Stock Units | 108,879 | 1.00 | 108,879 | 0.7 | % | |||||||||||
| Holders of VerifyMe Warrants | 155,524 | 1.00 | 155,524 | 1.0 | % | |||||||||||
| Restricted Stock Award upon Effective Time | 7,353 | 1.00 | 7,353 | 0.1 | % | |||||||||||
| 1,588,276 | 1,602,721 | 10.0 | % | |||||||||||||
| Total Common Stock of combined company at .001 par value per Share | 16,027,210 | $ | 16,027 | |||||||||||||
| E. | To record share-based compensation expense resulting from the issuance of warrants in connection with certain consulting agreements, to be effective upon closing of the Merger. This pro forma adjustment is not reflected in the unaudited pro forma condensed combined statements of operations and comprehensive loss because these amounts are not expected to have a continuing effect on the operating results of the combined company. |
Adjustments to the Unaudited Pro Forma Condensed Combined Statement of Operations and Comprehensive Loss for the year ended December 31, 2025:
| F. | To eliminate VerifyMe’s one-time expense and write-off related to the goodwill impairment recorded in the historical audited statement of operations and comprehensive loss. This expense will not have a continuing effect on the operating results of the combined company. |
| G. | To eliminate VerifyMe’s pre-merger intangible asset amortization expense and record a preliminary estimate of post-merger amortization expense based on the acquired fair value of the assets. |
Adjustments to the Unaudited Pro Forma Condensed Combined Statement of Operations for the six months ended June 30, 2026:
H. To record estimated post-merger amortization expense based on the acquired fair value of the assets.
I. To reclassify VerifyMe transaction costs incurred in the quarter ended June 30, 2026 to the period ended December 31, 2025 that are not considered recurring and will not have a continuing effect on the operating results of the combined company.
Summary of Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet and Statement of Operations for the six months ended June 30, 2026:
| J. | The pro forma adjustments to additional paid-in capital noted above include: |
| To record the following adjustments to additional paid-in capital (in thousands): | June 30, 2026 | |||
| Elimination of VerifyMe's additional paid-in-capital (A) | $ | (102,192 | ) | |
| Record purchase of VerifyMe historical net assets and liabilities (B) | 7,043 | |||
| Reflect VerifyMe's remaining stock post-merger (B) | 5,699 | |||
| Acceleration of stock-based compensation for accelerated RSU’s (C) | 410 | |||
| Record OpenWorld post-merger Common Stock (D) | (16 | ) | ||
| Reclassify OpenWorld SAFE’s upon issuance of Common Stock (D) | 3,560 | |||
| Record OpenWorld warrant expense (E) | 1,142 | |||
| Impact of merger adjustments to FY 2025 income (F, G, I) | 863 | |||
| Impact of merger adjustments to Q1 and Q2 2026 income (H, I) | 830 | |||
| Total adjustment to additional paid-in-capital | $ | (82,662 | ) | |
| K. | The pro forma adjustments to retained earnings (accumulated deficit) include: |
| To record the following adjustments to accumulated deficit (in thousands): | June 30, 2026 | |||
| Elimination of VRME's accumulated deficit (A) | $ | 91,763 | ||
| Impact of stock-based compensation expense for accelerated RSU's (C) | (410 | ) | ||
| Impact of OW warrant expense (E) | (1,142 | ) | ||
| Elimination of VRME goodwill impairment charge (F) | (1,062 | ) | ||
| Impact of VRME amortization expense adjustment (G, H) | (630 | ) | ||
| Total adjustment to accumulated deficit | $ | 88,519 | ||
| L. | Calculation of weighted-average shares outstanding to reflect the adjustments for VerifyMe’s weighted-average common stock outstanding and the conversion of VerifyMe’s preferred stock outstanding based on the estimated exchange ratio. In the reverse acquisition, OpenWorld is the accounting acquirer. Accordingly, the pro forma weighted-average shares outstanding reflect the legal capital structure of VerifyMe, adjusted using the exchange ratio as if the shares had been outstanding for all periods presented. |
| Six months Ended June 30, 2026 | ||||
| Historical OW weighted-average shares of common stock outstanding | 126,038 | |||
| Application of exchange ratio to historical OW weighted-average shares outstanding | 77.17 | |||
| Adjusted OW weighted-average shares outstanding | 9,725,873 | |||
| Historical VRME weighted-average shares of common stock outstanding | 1,602,721 | |||
| Total weighted-average shares outstanding | 11,328,594 | |||
Year Ended December 31, 2025 | ||||
| Historical OpenWorld weighted-average shares of common stock outstanding | 107,042 | |||
| Application of exchange ratio to historical OpenWorld weighted-average shares outstanding | 95.88 | |||
| Adjusted OpenWorld weighted-average shares outstanding | 10,263,267 | |||
| Historical VerifyMe weighted-average shares of common stock outstanding | 1,698,633 | |||
| Total weighted-average shares outstanding | 11,961,982 | |||
Note 5: Pro Forma Earnings (Loss) per Share
The following table sets forth the combined company’s pro forma basic and diluted loss per share for the period presented. The pro forma net loss reflects the impact of the business combination between OpenWorld and VerifyMe, as required under Article 11 of Regulation S-X. Pro forma weighted average shares outstanding give effect to the assumed issuance of VerifyMe common stock, conversion of OpenWorld equity interests, and other equity-class adjustments as if the transaction had occurred at the beginning of the period presented. Because the combined company reported a net loss for the period presented, all potentially dilutive securities were anti-dilutive and therefore excluded from the computation of diluted loss per share. Accordingly, basic and diluted loss per share are the same.
| Loss per share, basic and diluted (in thousands, except per share data) | Six months Ended June 30, 2026 | |||
| Pro forma net loss | $ | (6,215 | ) | |
| Weighted average shares outstanding pro forma, basic and diluted | 11,328,594 | |||
| Loss per share, basic and diluted | $ | (0.55 | ) | |
| Loss per share, basic and diluted (in thousands, except per share data) | Year Ended December 31, 2025 | |||
| Pro forma net loss | $ | (24,272 | ) | |
| Weighted average shares outstanding pro forma, basic and diluted | 11,961,900 | |||
| Loss per share, basic and diluted | $ | (2.03 | ) | |
Note 6: Digital Assets and Non-Cash Impact
OpenWorld accounts for its crypto assets in accordance with ASC Topic 350-60, Accounting for and Disclosure of Crypto Assets, which requires measurement at fair value with changes recognized in net income. As a result, the Company’s results of operations include significant non-cash gains and losses driven by changes in market prices of digital assets.
For the six months ended June 30, 2026 and the year ended December 31, 2025, the Company recognized the following non-cash gains (losses) related to the fair value measurement of digital assets (in thousands):
Six months Ended June 30, 2026 | ||||
| Realized gain on crypto assets sales | $ | 88 | ||
| Unrealized loss from fair value changes | (510 | ) | ||
| Total crypto-related impact to earnings | $ | (422 | ) | |
Year Ended December 31, 2025 | ||||
| Realized loss on crypto assets sales | $ | (4,375 | ) | |
| Unrealized loss from fair value changes | (8,155 | ) | ||
| Total crypto-related impact to earnings | $ | (12,530 | ) | |
Unrealized gains (losses) are primarily non-cash in nature and are driven by changes in market prices.
Note 7: Adjusted EBITDA
The following tables provide a reconciliation of Net Loss, the most directly comparable financial measurement calculated and presented in accordance with GAAP, to Adjusted EBITDA for the periods ended June 30, 2026 and December 31, 2025, respectively.
Unaudited Pro Forma Combined Adjusted EBITDA
(Non GAAP)
For the Six months Ended June 30, 2026
(in thousands, except share and per share data)
| Historical | ||||||||||||||||||||
| Open World Ltd. | VerifyMe Inc. | Accounting Adjustments | Notes | Pro Forma Combined | ||||||||||||||||
| Net Loss | $ | (5,863 | ) | $ | (1,184 | ) | $ | 830 | $ | (6,217 | ) | |||||||||
| Depreciation & Amortization | $ | $ | 132 | $ | $ | 132 | ||||||||||||||
| Interest (Income) Expense | 8 | (139 | ) | (131 | ) | |||||||||||||||
| Stock Based Compensation | 605 | 605 | ||||||||||||||||||
| Fair value of RSU’s in exchange for services | 77 | 77 | ||||||||||||||||||
| Non-recurring charges related to Merger, net | 2,695 | 474 | (830 | ) | 4H, 4I | 2,339 | ||||||||||||||
| Change in fair value of investments and share and warrant receivable | 2,148 | 2,148 | ||||||||||||||||||
| Adjusted EBITDA | $ | (407 | ) | $ | (640 | ) | $ | - | $ | (1,047 | ) | |||||||||
Unaudited Pro Forma Combined Adjusted EBITDA
(Non GAAP)
For the Year Ended December 31, 2025
(in thousands, except share and per share data)
| Historical | ||||||||||||||||||||
| Open World Ltd. | VerifyMe Inc. | Accounting Adjustments | Notes | Pro Forma Combined | ||||||||||||||||
| Net Loss | $ | (20,230 | ) | $ | (4,905 | ) | $ | 863 | $ | (24,272 | ) | |||||||||
| Depreciation & Amortization | $ | - | $ | 984 | $ | $ | 984 | |||||||||||||
| Interest (Income) Expense | 47 | (214 | ) | (167 | ) | |||||||||||||||
| Stock Based Compensation | 4,378 | 86 | 4,464 | |||||||||||||||||
| Fair value of RSU’s in exchange for services | - | 715 | 715 | |||||||||||||||||
| Severance | - | 112 | 112 | |||||||||||||||||
| Impairments | - | 3,850 | (1,062 | ) | 4F | 2,788 | ||||||||||||||
| Non-recurring charges related to Merger, net | 1,603 | 456 | 199 | 4G, 4I | 2,258 | |||||||||||||||
| Gain on derecognized liability | - | (109 | ) | (109 | ) | |||||||||||||||
| Loss on disposal of fixed assets | - | 58 | 58 | |||||||||||||||||
| Change in fair value of investments and share and warrant receivable | 7,168 | - | 7,168 | |||||||||||||||||
| Non-cash contractual adjustment | 4,550 | - | 4,550 | |||||||||||||||||
| Dividend-related | $ | 2,984 | $ | - | $ | $ | 2,984 | |||||||||||||
| Adjusted EBITDA | $ | 500 | $ | 1,033 | $ | - | $ | 1,533 | ||||||||||||