VerifyMe Inc美股招股说明书(2026-08-14版)

On behalf of the board of directors of VerifyMe, Inc., a Nevada corporation (“VerifyMe”), we are pleased to enclose the accompanying proxystatement/prospectus relating to the business combination between VerifyMe and Open World Ltd., a Cayman Islands exempted company (“OpenWorld”). Weare requesting that you take certain actions as a VerifyMe stockholder. On February 11, 2026, VerifyMe entered into an Agreement and Plan of Merger, amended by the first amendment to the Agreement and Plan of Mergerdated April 13, 2026, the second amendment to the Agreement and Plan of Merger dated June 4, 2026, and the third amendment to the Agreement and Plan ofMerger dated August 10, 2026 (and as may be further amended and modified from time to time, the "merger agreement"), with VRME Subsidiary Corp., aNevada corporation and wholly owned subsidiary of VerifyMe (“Merger Sub”), and OpenWorld, which provides for, among other things, the merger of MergerSub with and into OpenWorld, with OpenWorld continuing as the surviving corporation and a wholly owned subsidiary of VerifyMe (the “merger”) on the termsand conditions set forth in the merger agreement and the other transactions contemplated by the merger agreement. Following the consummation of the merger,VerifyMe will remain a Nevada corporation and be renamed “OpenWorld, Inc.” (the “combined company”). The board of directors, including all of thedisinterested directors who together comprise a majority of the members of the board of directors, have approved the merger agreement and the merger. If the merger is completed: (i)each holder of ordinary shares of OpenWorld (referred to herein as the "OpenWorld Shareholders" and together with holders of OpenWorld Options andOpenWorld SAFEs, the “OpenWorld Securityholders”) outstanding immediately prior to the effective time of the merger (defined below), excludingholders of excluded shares and dissenting shares, each as defined in the merger agreement, will be entitled to receive the number of shares of VerifyMecommon stock, par value $0.001 per share (“VerifyMe common stock”) equal to (x) the number of shares of OpenWorld ordinary shares they holdmultiplied by (y) the exchange ratio, as calculated in accordance with the merger agreement (the "exchange ratio"), and (ii) any OpenWorld Simple Agreement for Future Equity (“OpenWorld SAFE”) outstanding as of immediately prior to the effective time will beautomatically cancelled and extinguished with the holder thereof being granted the right to receive a number of shares of VerifyMe common stock equalto the product of (x) the Purchase Amount divided by (y) the Liquidity Price (each as defined in the applicable OpenWorld SAFE), rounded down to thenearest whole number, multiplied by (z) the exchange ratio, without any interest (collectively with clause (i), the “merger consideration”); or an aggregate of approximately 122,691,832 shares of VerifyMe common stock will be issued to the holders of OpenWorld ordinary shares at the effective time(inclusive of and assuming the conversion of all OpenWorld SAFES prior to the effective time as described below), based on the fully diluted VerifyMe commonstock and fully diluted OpenWorld ordinary shares on August 7, 2026. As of the date of this registration statement of which this prospectus forms a part, OpenWorld currently expects, prior to the effective time, to convert alloutstanding OpenWorld SAFEs, equivalent to an aggregate principal amount of $3,550,000, into a number of OpenWorld ordinary shares such that the originalholders of the OpenWorld SAFEs shall receive an equivalent of approximately 17,282,779 shares of VerifyMe common stock at the effective time of the merger.Additionally, in connection with the merger and at the effective time, each holder of outstanding options for OpenWorld ordinary shares (the “OpenWorldOptions”), whether vested or unvested, shall automatically be converted into an option to purchase shares of VerifyMe common stock (the “Assumed Options”).Each Assumed Option will continue to be subject to substantially the same terms and conditions that applied to such option before the effective time, except that(i) the number of shares of VerifyMe common stock issuable under the Assumed Options shall equal the product of (x) the number of shares underlying theoption immediately prior to the effective time multiplied by (y) the exchange ratio (rounded down to the nearest whole share), (ii) the exercise price per share ofsuch Assumed Option shall equal the quotient obtained by dividing (x) the exercise price of such option immediately prior to the effective time by (y) theexchange ratio (rounded up to the nearest whole cent), and (iii) each Assumed Option shall be governed by the VerifyMe, Inc. 2020 Equity Incentive Plan. In addition, OpenWorld will pay to Maxim Partners LLC (“Maxim”), as the financial advisor to OpenWorld (as the agreed consideration for advisoryservices provided to OpenWorld) pursuant to the M&A Advisor