OPNW 8-K
OpenWorld, Inc. (OPNW)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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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 13(a) of the Exchange Act. ¨
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On September 24, 2026, at the Annual Meeting of Stockholders (“Annual Meeting”) of VerifyMe, Inc. (the “Company”), the proposals set forth below were submitted to the company’s securityholders. The aggregate number of shares of common stock entitled to vote at the Annual Meeting, on an as converted basis, was 13,309,640. Approximately 6,168,364 shares (representing 46.34% of total shares of common stock entitled to vote, on an as converted basis) were present or represented by proxy at the Annual Meeting. The voting results for the proposals are as follows:
1. The Company’s stockholders approved, pursuant to Nasdaq Listing Rule 5635(a), the issuance of shares of the Company’s common stock to each holder of outstanding ordinary shares of Open World, Ltd. (“OpenWorld”), each holder of an OpenWorld Simple Agreement For Future Equity, and Each Holder of OpenWorld Options that will be assumed by the Company, which will represent more than 20% of the shares of the Company’s common stock outstanding immediately prior to the Merger by and among the Company, VRME Subsidiary Corp., and OpenWorld, pursuant to which VRME Subsidiary Corp. will merger with and into OpenWorld, with OpenWorld surviving the merger as a wholly owned subsidiary of VerifyMe (the “Merger”), and the stockholders also approved, in the event such share issuance constitutes a change of control, pursuant to Nasdaq Listing Rule 5635(b), the change of control resulting from the Merger and the other transactions contemplated by the Merger Agreement.
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 6,071,943 | 89,082 | 7,339 | 0 |
2. The Company’s stockholders elected the following nominees as directors, each to serve for a one-year term expiring in 2027 and until their successors are duly elected and qualified, or until the director’s earlier death, resignation or removal.
| Director Nominee | Votes For | Authority Withheld | Broker Non-Votes | |||
| Marshall Geller | 6,037,092 | 131,272 | 0 | |||
| Howard Goldberg | 5,850,262 | 318,102 | 0 | |||
| Scott Greenberg | 5,767,151 | 401,213 | 0 | |||
| Adam H. Stedham | 6,021,769 | 146,595 | 0 | |||
| David Edmonds | 6,037,337 | 131,027 | 0 | |||
3. The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers.
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 5,456,128 | 360,245 | 351,991 | 0 |
4. The Company’s stockholders approved the Fourth Amendment to the VerifyMe 2020 Equity Incentive Plan (the “Plan”) to increase the authorized number of shares available for future issuance under the Plan.
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 5,270,783 | 511,244 | 386,337 | 0 |
5. The Company’s stockholders ratified the selection of MaloneBailey, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 6,095,592 | 57,782 | 14,990 | 0 |
6. The Company’s stockholders did not approve to and conditioned upon the consummation of the Merger, an amendment to the Company’s Amended and Restated Articles of Incorporation, to authorize a new form of capital stock called blockchain common stock in the amount of 500,000,000 shares, par value $0.001 per share, to serve as a new “blank check” class of capital stock issuable in one or more series. Approval of this proposal would have required the affirmative vote of more than 50% of the voting power of our issued and outstanding shares of common stock.
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 5,539,585 | 594,135 | 34,644 | 0 |
7. The Company’s stockholders did not approve, subject to and conditioned upon the consummation of the Merger, an amendment to the Company’s Amended and Restated Articles of Incorporation, to make an express election permitting the distributions that would otherwise be prohibited by Nevada Revised Statutes 78.288(2)(B), and make certain other administrative and miscellaneous changes, including the change of the Company’s corporate name to “OpenWorld, Inc.” Approval of this proposal would have required the affirmative vote of more than 50% of the voting power of our issued and outstanding shares of common stock.
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 6,062,460 | 96,610 | 9,294 | 0 |
8. The Company’s stockholders approved a proposal to adjourn the Annual Meeting from time to time, if necessary or appropriate, including to solicit additional or proxies if there are not sufficient votes to approve one or more proposals at the Annual Meeting.
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 5,703,929 | 454,654 | 9,781 | 0 |
Although Proposals 6 and 7 were not approved by the Company’s stockholders, the Company determined that an adjournment of the Annual Meeting was not necessary.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VerifyMe, Inc. | |||
| Date: September 24, 2026 | By: | /s/ Adam Stedham | |
|
Adam Stedham Chief Executive Officer and President | |||