Milestone advances ahead of the 2026 annual meeting of VerifyMe stockholders on September 24, 2026

LAKE MARY, Fla.--(BUSINESS WIRE)--August 26, 2026-- 

VerifyMe, Inc. (NASDAQ: VRME) ("VerifyMe"), a provider of authentication and precision logistics technologies, and Open World Ltd. ("OpenWorld"), a blockchain innovation company advancing real-world asset ("RWA") tokenization platform globally, today announced that the U.S. Securities and Exchange Commission ("SEC") has declared effective the Registration Statement on Form S-4 (as amended, the "Registration Statement") filed by VerifyMe in connection with the previously announced proposed business combination between VerifyMe and OpenWorld.

The SEC's declaration of effectiveness marks an important milestone in the proposed business combination. VerifyMe stockholders of record as of August 7, 2026 (the "Record Date"), will have the opportunity to approve the proposed business combination at VerifyMe's 2026 annual meeting of its stockholders ("Annual Meeting") scheduled for Thursday, September 24, 2026, at 1:00 p.m. Eastern Time, via live webcast at the following internet web address www.virtualshareholdermeeting.com/VRME2026. If the proposed business combination is approved, it is expected to close shortly thereafter, subject to the satisfaction of customary closing conditions. Upon closing, the combined company will operate under the name "OpenWorld, Inc." and be listed and traded under the ticker symbol "OPNW."

For VerifyMe stockholders, we urge you to vote your shares as soon as possible so they can be tabulated prior to the Annual Meeting. If you have any questions concerning the merger or the proxy statement/prospectus or if you would like additional copies or need help voting your shares, please contact VerifyMe's proxy solicitor, Advantage Proxy, Inc. toll free at 1-877-870-8565 or collect at 206-870-8565 or by email to ksmith@advantageproxy.com.

OpenWorld's Recent Strategic Agreements

OpenWorld has continued to expand its position as a leading blockchain innovation company advancing RWA tokenization through a number of recent strategic agreements, including:

   --  The Collaboration, Joint Development and Go-to-Market Agreement for 
      Real World Assets with Abstract Foundation to support the development and 
      marketing of an RWA tokenization platform meeting the security and 
      regulatory requirements of major global markets. 
 
   --  The Letter of Agreement with mCloud Technologies Saudi Arabia, a Google 
      Cloud Certified AI Enabled sustainability platform which is fully 
      approved and running in Saudi Arabia with the world's largest energy 
      company designed to create a strategic partnership for developing and 
      operating an RWA tokenization program in the Kingdom of Saudi Arabia. 
 
   --  The agreements with Figure Technology Solutions, Inc. to create and 
      enable trading of Tokenized VRME, pursuant to which OpenWorld intends to 
      tokenize the combined company's equity securities in connection with the 
      proposed listing of the combined company's common stock on Nasdaq, using 
      Figure's Onchain Public Equity Network. 
 
   --  The non-binding Memorandum of Understanding regarding a collaboration 
      that aims to design, build, and deploy a fully tokenized reward point 
      system for resort properties in the Emirate of Ras Al-Khaimah, UAE. 
 
   --  The non-binding Letter of Intent ("JOLT LOI") with Jolt Charge USA Inc. 
      ("JOLT USA"), a subsidiary of Jolt Charge Holding Pty Ltd ("Jolt HoldCo", 
      and together with its subsidiaries, "JOLT") to commence a strategic 
      partnership pursuant to which OpenWorld expects to deploy technology, 
      structuring, and other financial advisory-related services to JOLT in 
      connection with its electric vehicle charging business, including 
      services related to a potential tokenized capital-raising structure to 
      fund the roll-out of new electric vehicle chargers or the progressive 
      upgrade of JOLT's electric charger fleet over time. 

About OpenWorld

OpenWorld is a technology-powered digital assets and blockchain innovation company that co-architects and takes principal positions in enterprise blockchain initiatives alongside sovereign governments, institutional partners, and major enterprises. Since its founding in 2023, OpenWorld has advised on projects representing over $66 billion in aggregate network value and supported more than 20 companies backed by leading global venture firms, including a16z, Multicoin Capital, Dragonfly, and Founders Fund. OpenWorld's capabilities span real-world asset tokenization, stablecoin infrastructure, capital markets advisory, governance structuring, and public markets strategy, with active engagements across the Gulf, Europe, Australia, and Southeast Asia. To learn more, visit 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/.

No Offer or Solicitation

This press 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.

Forward-Looking Statements

This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements generally can be identified by the use of words such as "anticipate," "continue," "expect, " "plan," "could," "may," "will," "shall," "should," and other words of similar meaning. Examples of forward-looking statements include, among others, statements regarding whether OpenWorld equity securities will be successfully tokenized and the anticipated benefits thereof that will be achieved, and the anticipated impact of recent SEC and CFTC developments, the proposed business combination between OpenWorld and VerifyMe, the anticipated timing, structure and benefits thereof, the anticipated impact of OpenWorld's recent strategic agreements, and OpenWorld's anticipated listing on Nasdaq. Each forward-looking statement contained in this press release is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statement. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Actual results and outcomes may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause actual results and outcomes to differ materially from those indicated in the forward-looking statements include, among others, the following: (1) the occurrence of any event, change, or other circumstances that could give rise to the termination of the merger agreement or could otherwise cause the transaction to fail to close, including the failure to obtain stockholder approval necessary to complete the Merger; (2) the institution or outcome of any legal proceedings that may be instituted against VerifyMe or OpenWorld following the announcement of the merger agreement and the transactions contemplated therein; (3) the inability of the parties to complete the proposed business combination, including due to failure to obtain approval of the securityholders of VerifyMe, certain regulatory approvals, or satisfy other conditions to closing in the merger agreement; (4) the risk that the proposed business combination disrupts current plans and operations as a result of the announcement and consummation of the proposed business combination; (5) the ability to recognize the anticipated benefits of the proposed business combination; (6) the risk that tokenized securities may face increased regulatory scrutiny and may not be broadly accepted by the market; (7) costs related to the proposed business combination; (8) changes in applicable laws or regulations; and (9) the risks and uncertainties identified under VerifyMe's Annual Report on Form 10-K, as well as other information VerifyMe has or may file with the SEC from time to time.

We caution investors not to place considerable reliance on the forward-looking statements contained in this press release. You are encouraged to read our filings with the SEC, available at www.sec.gov, for a discussion of these and other risks and uncertainties. The forward-looking statements speak only as of the date of this document, and we undertake no obligation to update or revise any of these statements except as required by applicable law. VerifyMe's business is subject to substantial risks and uncertainties, including those referenced above. Investors, potential investors, and others should consider these risks and uncertainties. We do not give any assurance that VerifyMe or OpenWorld will achieve its expectations by the transactions contemplated in the merger agreement or otherwise.

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