VerifyMe Inc【VRME】株式ニュース

VerifyMe Reports Fourth Quarter 2025 Financial ResultsMarch 30, 2026 5:20 PM
Business Wire

Cash of $4.4 million and short-term note receivable of $2.0 million as of December 31, 2025

Cash flow provided by operations of $0.6 million in 2025, compared to $0.9 million in 2024

2025 annual revenue of $16.4 million, compared to $24.2 million in 2024; with fourth quarter revenue of $2.4 million, compared to $7.7 million in Q4 2024

2025 annual gross profit of $6.3 million or 39%, compared to $8.7 million or 36% in 2024; gross profit of $1.2 million or 49% in Q4 2025, compared to $2.4 million or 32% in Q4 2024

2025 annual net loss of $4.9 million (including $4.3 million of one-time adjustments), compared to a net loss of $3.8 million (including $1.6 million of one-time adjustments) in 2024; net loss of $0.7 million in Q4 2025, compared to net loss of $0.5 million in Q4 2024

2025 annual adjusted EBITDA(1) of $1.0 million, compared to $0.9 million in 2024; adjusted EBITDA(1) of ($0.1) million in Q4 2025, compared to $0.5 million in Q4 2024

VerifyMe, Inc. (NASDAQ: VRME) (“VerifyMe,” “we,” “our,” or the “Company”) provides brand owners time and temperature sensitive logistics, and brand protection and enhancement solutions, announced today the Company’s financial results for its fourth quarter ended December 31, 2025 (“Q4 2025”).

Adam Stedham, VerifyMe’s CEO and President stated, “In Q4 of 2025, VerifyMe began the process of transitioning ProActive clients from using our previous shipping partner to our new strategic shipping partner. During the fourth quarter of a year, companies are typically hesitant to change shipping partners, due to capacity constraints of the overall shipping industry. We successfully transitioned a portion of our customers, and we continue to transition customers in 2026. We are excited about our relationship with our new shipping partner and the services we are able to offer both legacy and new customers.”

__________

(1) Adjusted EBITDA is a non-GAAP financial measure. See "Use of Non-GAAP Financial Measures" below for information about this non-GAAP measure. A reconciliation to the most directly comparable GAAP measure, net loss, is included as a schedule to this release.

Key Financial Highlights for Q4 2025:

Cash flow from operations of $0.1 million in Q4 2025

Quarterly consolidated revenue of $2.4 million in Q4 2025, compared to $7.7 million for the three months ended December 31, 2024 (“Q4 2024”), approximately 78% of the reduction is attributable to the termination of our agreement with our prior carrier partner.

Gross profit of $1.2 million or 49% in Q4 2025, compared to $2.4 million or 32% in Q4 2024

Net loss of ($0.7) million or ($0.05) per diluted share in Q4 2025, compared to net loss of ($0.5) million or ($0.05) per diluted share in Q4 2024

Cash of $4.4 million and short-term note receivable of $2.0 million as of December 31, 2025

Recent Business Highlights

Entered into an Agreement and Plan of Merger to combine business with Open World, Ltd.

Continue transitioning services from former shipping partner to current shipping partner

Terminated ATM Sales Agreement with Roth Capital Partners, LLC

Financial Results for the Three Months Ended December 31, 2025:

Revenue in Q4 2025 was $2.4 million, compared to $7.7 million in Q4 2024. Revenue for the quarter decreased by $5.3 million. The decrease in our Precision Logistics segment relates to the previously announced termination of our agreement with our prior carrier partner to offer ProActive services, which resulted in erosion of our customer base.

Gross profit in Q4 2025 was $1.2 million, compared to $2.4 million in Q4 2024. The resulting gross margin percentage was 49% for the three months ended December 31, 2025, compared to 32% for the three months ended December 31, 2024. The decrease in gross margin was principally due to the termination of our agreement with our prior carrier partner. The increase in gross margin percentage was due to the mix of ProActive and Premium services provided during the quarter, coupled with cost reduction efforts and improved pricing under our agreement with our new shipping partner. The ProActive services revenue gross margin percentage improved in Q4 2025 compared to Q4 2024.

Operating loss in Q4 2025 was ($0.7) million, compared to operating loss of ($0.3) million in Q4 2024. The increased loss primarily relates to a reduction in gross profit as a result of the previously described revenue decline.

Our net loss in Q4 2025 was ($0.7) million, compared to net loss of ($0.5) million in Q4 2024. The resulting loss per diluted share in Q4 2025 was ($0.05), compared to loss per diluted share of ($0.05) in Q4 2024. The increased loss primarily relates to the termination of our agreement with our prior carrier partner.

Adjusted EBITDA in Q4 2025 was ($0.1) million, compared to $0.5 million in Q4 2024. Adjusted EBITDA(1) is a non-GAAP financial measure. Please see “Use of Non-GAAP Financial Measures” for a discussion of this non-GAAP measure. A reconciliation to the most directly comparable GAAP measure, net loss is included as a schedule to this release.

__________

(1) Adjusted EBITDA is a non-GAAP financial measure. See "Use of Non-GAAP Financial Measures" below for information about this non-GAAP measure. A reconciliation to the most directly comparable GAAP measure, net loss, is included as a schedule to this release.

Adam Stedham, VerifyMe’s CEO and President stated, “During the first quarter of 2026, VerifyMe has transitioned our remaining Premium clients to contracts directly with the Company, as opposed to having a subcontracting agreement with our previous shipping partner. The Company is in a transition phase, but we are moving forward with our plans and steadily transitioning client contracts to align with our new business model, and we are excited about our relationship with our new shipping partner. Our balance sheet is strong and we continue to focus on improving the operations of the current business and progressing the previously announced merger agreement.”

At December 31, 2025, VerifyMe had a $4.4 million cash balance and $5.7 million in working capital.

At December 31, 2025, VerifyMe had 13,553,049 shares issued and 13,071,601 shares outstanding.

Earnings Call

The company is not scheduling an earnings call, but intends to have a shareholder call after issuing the Form S-4 registrations statement and proxy statement associated with our previously announced merger agreement.

About VerifyMe, Inc.

VerifyMe, Inc. (NASDAQ: VRME), provides specialized logistics for time and temperature sensitive products, as well as brand protection and enhancement solutions. To learn more, visit www.verifyme.com.

Cautionary Note Regarding Forward-Looking Statements

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words “believe,” “continue,” “may,” “plan,” “should,” “focus,” "will," and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. Important factors that could cause actual results to differ from those in the forward-looking statements include our engagement in future acquisitions or strategic partnerships that increase our capital requirements or cause us to incur debt or assume contingent liabilities, our reliance on one key strategic partner for shipping services in our Precision Logistics segment, competition including by our key strategic partner, seasonal trends in our business, severe climate conditions, the highly competitive nature of the industry in which we operate, our brand image and corporate reputation, impairments related to our goodwill and other intangible assets, economic and other factors such as recessions, downturns in the economy, inflation, global uncertainty and instability, the effects of pandemics, changes in United States social, political, and regulatory conditions and/or a disruption of financial markets, reduced freight volumes due to economic conditions, reduced discretionary spending in a recessionary environment, global supply-chain delays or shortages, fluctuations in labor costs, raw materials, and changes in the availability of key suppliers, our history of losses, our ability to use our net operating losses to offset future taxable income, the confusion of our name brand with other brands, the ability of our technology to work as anticipated and to successfully provide analytics logistics management, our ability to continue to invest in the development and commercialization of our Authentication segment, the ability of our strategic partners to integrate our solutions into their product offerings, our ability to manage our growth effectively, our ability to successfully develop and expand our sales and marketing capabilities, risks related to doing business outside of the U.S., intellectual property litigation, our ability to successfully develop, implement, maintain, upgrade, enhance, and protect our information technology systems, our reliance on third-party information technology service providers, our ability to respond to evolving laws related to information technology such as privacy laws, our ability to attract, retain and develop successors for management, our ability to work with partners in selling our technologies to businesses, production difficulties, our inability to enter into contracts and arrangements with future partners, our ability to acquire new customers, issues which may affect the reluctance of large companies to change their purchasing of products, acceptance of our technologies and the efficiency of our authenticators in the field, our ability to comply with the continued listing standards of the Nasdaq Capital Market, our ability to timely pay amounts due and comply with the covenants under our debt facilities, and our ability to complete the proposed business combination, including due to the failure to obtain approval of the securityholders of the Company, certain regulatory approvals, or satisfying other conditions to closing in the merger agreement. These risk factors and uncertainties include those more fully described in VerifyMe’s Annual Report and Quarterly Reports filed with the Securities and Exchange Commission, including under the heading entitled “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our underlying assumptions prove incorrect, actual results may vary materially from those currently anticipated. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

Use of Non-GAAP Financial Measures

This press release includes both financial measures in accordance with U.S. generally accepted accounting principles (“GAAP”), as well as non-GAAP financial measures. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position or cash flows that either excludes or includes amounts that are not normally included or excluded in the most directly comparable measure calculated and presented in accordance with GAAP. Non-GAAP financial measures should be viewed as supplemental to and should not be considered as alternatives to any other GAAP financial measures. They may not be indicative of the historical operating results of VerifyMe nor are they intended to be predictive of potential future results. Investors should not consider non-GAAP financial measures in isolation or as substitutes for performance measures calculated in accordance with GAAP.

VerifyMe’s management uses and relies on EBITDA and Adjusted EBITDA, which are non-GAAP financial measures. The Company believes that both management and shareholders benefit from referring to EBITDA and Adjusted EBITDA in planning, forecasting and analyzing future periods. Additionally, the Company believes Adjusted EBITDA is useful to investors to evaluate its results because it excludes certain items that are not directly related to the Company’s core operating performance. In particular, with regard to our comparison of Adjusted EBITDA for the three and twelve months ended December 31, 2025, to the three and twelve months ended December 31, 2024, we believe is useful to investors in understanding the results of operations. The Company’s management uses these non-GAAP financial measures in evaluating its financial and operational decision making and as a means to evaluate period-to-period comparison. The Company’s management recognizes that EBITDA and Adjusted EBITDA, as non-GAAP financial measures, have inherent limitations because of the described excluded items.

The Company defines EBITDA as net income (loss) before interest expense, income tax expense (benefit), and depreciation and amortization. Adjusted EBITDA represents EBITDA plus non-cash stock compensation expense, severance expense, unrealized gain on equity investment, loss on equity investment, impairments, change in fair value of contingent consideration, loss on sale of business and one-time professional expenses for acquisitions. VerifyMe believes EBITDA and Adjusted EBITDA are important measures of VerifyMe’s operating performance because they allow management, investors and analysts to evaluate and assess VerifyMe’s core operating results from period-to-period after removing the impact of items of a non-operational nature that affect comparability.

A reconciliation of EBITDA and Adjusted EBITDA to the most comparable financial measure, net loss, calculated in accordance with GAAP is included in a schedule to this press release. The Company believes that providing the non-GAAP financial measure, together with the reconciliation to GAAP, helps investors make comparisons between VerifyMe and other companies. In making any comparisons to other companies, investors need to be aware that companies use different non-GAAP measures to evaluate their financial performance. Investors should pay close attention to the specific definition being used and to the reconciliation between such measure and the corresponding GAAP measure provided by each company under applicable SEC rules as the presentation here may not be comparable to other similarly titled measures of other companies.

VerifyMe, Inc.

Consolidated Balance Sheets

(In thousands, except share data)

December 31, 2025

December 31, 2024

ASSETS

CURRENT ASSETS

Cash and cash equivalents

$

4,353

$

2,823

Accounts receivable, net of allowance for credit loss reserve, $10 and $71 as of December 31, 2025 and December 31, 2024, respectively

857

2,636

Note receivable, net of allowance for credit loss reserve, $12 and $0 as of December 31, 2025 and December 31, 2024, respectively

1,988

-

Unbilled revenue

338

733

Prepaid expenses and other current assets

154

131

Inventory

37

39

TOTAL CURRENT ASSETS

7,727

6,362

PROPERTY AND EQUIPMENT, NET

$

20

$

116

RIGHT OF USE ASSET

-

236

INTANGIBLE ASSETS, NET

2,345

5,365

GOODWILL

2,926

3,988

TOTAL ASSETS

$

13,018

$

16,067

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

Term note, current

$

-

$

500

Accounts payable

745

2,971

Other accrued expense

530

660

Lease liability- current

-

108

Convertible note – related party, current

400

-

Convertible note, current

350

-

TOTAL CURRENT LIABILITIES

2,025

4,239

LONG-TERM LIABILITIES

Long-term lease liability

$

-

$

139

Term note

-

375

Convertible note – related party

-

450

Convertible note

-

650

TOTAL LIABILITIES

$

2,025

$

5,853

STOCKHOLDERS' EQUITY

Series A Convertible Preferred Stock, $0.001 par value, 37,564,767 shares authorized; 0 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively

-

-

Series B Convertible Preferred Stock, $0.001 par value; 85 shares authorized; 0.85 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively

-

-

Common stock, $0.001 par value; 675,000,000 shares authorized; 13,553,049 and 10,829,908 shares issued, 13,071,601 and 10,539,441 shares outstanding as of December 31, 2025 and December 31, 2024, respectively

14

11

Additional paid in capital

102,059

96,344

Treasury stock as cost; 481,448 and 290,467 shares at December 31, 2025 and December 31, 2024, respectively

(502

)

(480

)

Accumulated deficit

(90,578

)

(85,673

)

Accumulated other comprehensive loss

-

12

STOCKHOLDERS' EQUITY

10,993

10,214

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$

13,018

$

16,067

VerifyMe, Inc.

Consolidated Statements of Operations

(In thousands, except per share data)

Three Months Ended

Year Ended

December 31, 2025

December 31, 2024

December 31, 2025

December 31, 2024

NET REVENUE

$

2,390

$

7,661

$

16,398

$

24,207

COST OF REVENUE

1,223

5,244

10,077

15,545

GROSS PROFIT

1,167

2,417

6,321

8,662

OPERATING EXPENSES

Segment management and Technology(a)

548

1,265

3,138

5,454

General and administrative (a)

1,175

1,072

3,416

3,852

Research and development

5

5

20

70

Sales and marketing (a)

162

362

967

1,361

Goodwill and Intangible asset impairment

-

50

3,850

2,315

Total Operating expenses

1,890

2,754

11,391

13,052

LOSS BEFORE OTHER INCOME (EXPENSE)

(723

)

(337

)

(5,070

)

(4,390

)

OTHER INCOME (EXPENSE)

Interest income (expense), net

93

(21

)

214

(130

)

Change in fair value of contingent consideration

-

5

-

844

Loss on sale of business

-

(146

)

-

(146

)

Other Income (expense), net

(57

)

(2

)

(49

)

(2

)

TOTAL OTHER INCOME (EXPENSE), NET

36

(164

)

165

566

NET LOSS

$

(687

)

$

(501

)

$

(4,905

)

$

(3,824

)

LOSS PER SHARE

BASIC

(0.05

)

(0.05

)

(0.39

)

(0.37

)

DILUTED

(0.05

)

(0.05

)

(0.39

)

(0.37

)

WEIGHTED AVERAGE COMMON SHARE OUTSTANDING

BASIC

12,846,593

10,471,185

12,619,512

10,402,508

DILUTED

12,846,593

10,471,185

12,619,512

10,402,508

(a)

Includes share-based compensation of $801 thousand for the year ended December 31, 2025, and $1,555 thousand for the year ended December 31, 2024.

VerifyMe, Inc.

Consolidated EBITDA and Adjusted EBITDA Reconciliation Table (Unaudited)

(In thousands)

Three Months Ended December 31,

Year Ended December 31,

2025

2024

2025

2024

Net Loss (GAAP)

$

(687

)

$

(501

)

$

(4,905

)

$

(3,824)

Interest income (expense), net

(93)

21

(214)

130

Amortization and depreciation

131

307

984

1,212

Total EBITDA (Non-GAAP)

(649

)

(173)

(4,135

)

(2,482)

Adjustments:

Stock based compensation

-

81

86

255

Fair value of restricted stock and restricted stock units issued in exchange for services

117

291

715

1,300

Severance

-

53

112

194

Loss on disposal of equipment

57

-

58

-

Gain on derecognized liability

-

-

(109)

-

Change in fair value of contingent consideration

-

(5)

-

(844)

Loss on sale of business

-

146

-

146

Goodwill and Intangible asset impairment

-

50

3,850

2,315

One-time professional expenses for acquisitions/divestiture

405

66

456

66

Total Adjusted EBITDA (Non-GAAP)

$

(70)

$

509

$

1,033

$

950

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For Other Information Contact:

Company: VerifyMe, Inc.

Email: IR@verifyme.com

Original: VerifyMe Reports Fourth Quarter 2025 Financial Results

Open World and VerifyMe Sign Definitive Merger AgreementFebruary 12, 2026 8:15 AM
Business Wire
Agreement sets the foundation for a NASDAQ-listed institutional-grade real-world asset tokenization company

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

“We are pleased to announce the next step in our plan to merge with Open World to align our complementary strengths,” said Adam Stedham, CEO of VerifyMe. “We believe the combined platform will deliver durable infrastructure and governance that supports digital asset innovation and long-term shareholder value.”

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

“This agreement represents a meaningful inflection point for both organizations,” said Matt Shaw, co-founder and CEO of Open World. “As institutional demand for regulated digital asset infrastructure continues to accelerate, bringing together complementary capabilities enables us to operate at the scale and governance standards required for real-world asset tokenization to transition from early adoption into mainstream financial markets.”

The announcement builds on Open World’s previously disclosed initiatives, including the establishment of its national-scale RWA Center of Excellence in Saudi Arabia, as well as the company’s infrastructure collaboration with Abstract to support regulated, infrastructure-grade assets.

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

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

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

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

Advisors

Advisors to the transaction include Maxim Group LLC, which is serving as the exclusive financial advisor to Open World. Latham & Watkins LLP is serving as counsel to Open World. Harter Secrest & Emery LLP is serving as counsel to VerifyMe.

About Open World

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

About VerifyMe, Inc.

VerifyMe provides specialized logistics for time and temperature-sensitive products, as well as brand protection and enhancement solutions. To learn more, visit https://www.verifyme.com/.

Forward-Looking Statements

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words “believe,” “expected,” “upon,” “will,” “anticipate,” “intend,” “plan” and similar expressions, as they relate to Open World and VerifyMe, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. Important factors that could cause actual results to differ from those in the forward-looking statements include the uncertainty of whether the merger will close and, upon closing, whether the expected benefits of the merger will be realized. These risk factors and uncertainties include those more fully described in VerifyMe’s Annual Report and Quarterly Reports filed with the SEC, including under the heading titled “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our underlying assumptions prove incorrect, actual results may vary materially from those currently anticipated. Any forward-looking statement made herein speaks only as of the date of this release. Factors or events that could cause actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

Important Additional Information and Where to Find It

In connection with the proposed transaction, VerifyMe will file with the SEC a registration statement on Form S-4 (the “Registration Statement”) to register the shares of VerifyMe common stock, par value $0.001 per share, to be issued in connection with the proposed transaction. The Registration Statement will include a proxy statement/prospectus, which, once declared effective by the SEC, will be sent to VerifyMe’s stockholders seeking their approval of the respective transaction-related proposals. INVESTORS AND STOCKHOLDERS OF VERIFYME ARE URGED TO READ THE REGISTRATION STATEMENT AND THE RELATED PROXY STATEMENT/PROSPECTUS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT VERIFYME, OPEN WORLD, THE MERGER AND RELATED MATTERS.

Investors and stockholders will be able to obtain free copies of the Registration Statement, including the proxy statement/prospectus contained therein, and other documents filed by VerifyMe with the SEC (when they become available) through the website maintained by the SEC at www.sec.gov. In addition, investors and stockholders will be able to obtain free copies of the Registration Statement, including the proxy statement/prospectus contained therein, and other documents filed by VerifyMe with the SEC by contacting VerifyMe by mail at VerifyMe, Inc., 801 International Parkway, Fifth Floor, Lake Mary, Florida 32746, Attention: Corporate Secretary. Investors and stockholders are urged to read the Registration Statement and the other relevant materials when they become available and before making any investment decision with respect to the Merger.

Participants in the Solicitation

VerifyMe and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from VerifyMe's stockholders with respect to the proposed transaction under the rules of the SEC. Information about VerifyMe's directors and executive officers and their ownership of VerifyMe's securities is set forth in VerifyMe’s Revised Definitive Proxy Statement on Schedule 14A for its 2025 annual meeting of stockholders, filed with the SEC on September 8, 2025 (the “2025 Proxy”). To the extent that holdings of VerifyMe securities have changed since the amounts printed in the 2025 Proxy, such changes have been or will be reflected on Statements of Change in Ownership on Form 3 or Form 4 filed with the SEC. Additional information regarding the identity of participants in the solicitation of proxies, and a description of their direct or indirect interests in the proposed transaction, by security holdings or otherwise, will be set forth in the proxy statement/prospectus and other materials to be filed with the SEC in connection with the proposed transaction when they become available.

No Offer or Solicitation

This release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

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Media Contact

Company: Open World Ltd.

Email: openworld@wachsman.com

Company: VerifyMe, Inc.

Email: IR@verifyme.com

Original: Open World and VerifyMe Sign Definitive Merger Agreement