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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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OpenWorld, Inc. (Name of Issuer) |
Common stock, par value $0.001 per share (Title of Class of Securities) |
(CUSIP Number) |
Alexander R. McClean, Esq. Harter Secrest & Emery LLP, 1600 Bausch & Lomb Place Rochester, NY, 14604 585-231-1248 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/30/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Stedham Adam H | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO, PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
83,361.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
0.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common stock, par value $0.001 per share | |
| (b) | Name of Issuer:
OpenWorld, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
801 INTERNATIONAL PARKWAY, FIFTH FLOOR, LAKE MARY,
FLORIDA
, 32746. | |
Item 1 Comment:
The initial statement on Schedule 13D was filed on August 7, 2026 (the Initial Schedule 13D) by Adam H. Stedham (Mr. Stedham), relating to the shares of common stock, par value $0.001 per share (Shares) of OpenWorld, Inc., a Nevada corporation (the Issuer). The Initial Schedule 13D, as amended by Amendment No. 1 filed on August 26, 2026, is hereby further amended with respect to the matters set forth below in this Amendment No. 2. Unless otherwise indicated herein, there are no material changes to the information set forth in the Initial Schedule 13D.
The filing of this Amendment No. 2 constitutes an exit filing for Mr. Stedham.
The figures set forth is this Schedule 13D (Amendment No. 2) reflect the Issuer's 1-for-10 reverse stock split effected on September 29, 2026.
The Issuer changed its name from "VerifyMe, Inc." to "OpenWorld, Inc.", effective October 1, 2026. | ||
| Item 2. | Identity and Background | |
| (a) | This Schedule 13D (Amendment No. 2) is being filed by Adam H. Stedham, who is the President of Precision Logistics of the Issuer. | |
| (b) | The principal business address of Mr. Stedham is c/o OpenWorld, Inc. 801 International Parkway, Fifth Floor, Lake Mary, Florida 32746. | |
| (c) | The present principal occupation of Mr. Stedham is acting as the President of Precision Logistics of the Issuer. | |
| Item 4. | Purpose of Transaction | |
In accordance with the terms of the Agreement and Plan of Merger by and among VerifyMe, Inc., VRME Subsidiary Corp. and Open Word Ltd. (the Merger), the Merger closed on September 30, 2026. A full description of the closing of the Merger is located in the Issuer's Form 8-K filed with the SEC on September 30, 2026.
Immediately after giving effect to the Merger, there were approximately 13,407,360 Shares of common stock issued and outstanding, resulting in Mr. Stedham ceasing to be a five percent or greater beneficial owner of the Issuer. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As of the date of this Schedule 13D (Amendment No. 2), Mr. Stedham may be deemed to beneficially own, in the aggregate, 83,361 Shares of the Issuer. | |
| (b) | As of the date of this Schedule 13D (Amendment No. 2), Mr. Stedham has sole voting and sole dispositive power with respect to 83,361 Shares of the Issuer. Mr. Stedham does not have shared voting or shared dispositive power with respect to the Shares. | |
| (c) | On September 30, 2026, 55,000 RSUs held by Mr. Stedham had vested into Shares on a one-for-one basis. In connection with such vesting, Mr. Stedham had 18,590 Shares withheld for tax withholding obligations, with a per Share price of $8.14, as reported in Mr. Stedham's beneficial ownership report on Form 4 filed with the SEC on September 30, 2026. | |
| (d) | Not applicable. | |
| (e) | Mr. Stedham ceased to be the beneficial owner of more than five percent of the Issuer's securities effective September 30, 2026. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Mr. Stedham and the Issuer are party to an amended and restated employment agreement, dated February 11, 2026, that became effective upon the closing of the Merger on September 30, 2026. A full description of the amended and restated employment agreement is located in the Issuer's Form 8-K filing filed on September 30, 2026. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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