VerifyMe (NASDAQ:VRME) stockholders approved a share issuance tied to the company’s proposed merger with OpenWorld Ltd., elected five directors and authorized a substantial increase in shares available under its equity incentive plan at the company’s 2026 annual meeting.
The virtual meeting, chaired by Scott Greenberg, established that a quorum was present, with 6,068,362 shares represented in person or by proxy. A total of 13,165,196 common shares and 0.85 shares of Series B preferred stock were eligible to vote as of the Aug. 7, 2026 record date.
OpenWorld Merger Share Issuance Approved
The issuance is expected to represent more than 20% of VerifyMe’s outstanding common shares immediately before the merger. Stockholders also approved the potential change of control that could result from the merger and related transactions under Nasdaq Listing Rule 5635(b).
Under the proposed merger structure described at the meeting, VerifyMe Subsidiary Corp. would merge into OpenWorld, with OpenWorld surviving as a wholly owned subsidiary of VerifyMe.
Board Re-Elected, Equity Plan Expanded
Shareholders elected Scott Greenberg, Marshall Geller, Howard Goldberg, David Edmonds and Adam Stedham to one-year terms as directors. Their terms will expire in 2027, unless their service ends earlier through death, resignation or removal.
The company’s board includes Greenberg as chairman, Geller as non-executive vice chairman, Goldberg as lead independent director, Edmonds as a director and Stedham as chief executive officer and president.
Investors also approved, on an advisory basis, compensation for VerifyMe’s named executive officers as presented in the company’s proxy statement.
In addition, stockholders approved the fourth amendment to VerifyMe’s 2020 Equity Incentive Plan. The amendment increases the number of shares authorized for future issuance under the plan by 16,182,541 shares.
Two Charter Amendments Did Not Pass
Two proposals that were conditioned on completion of the OpenWorld merger did not receive the required number of votes, according to Tracy Oats of The Carideo Group, the meeting’s inspector of elections.
- A proposal to authorize 500,000 shares of a new “Blockchain Common Stock” class, with a par value of $0.001 per share, was not approved. The proposed class would have served as blank-check capital stock that could be issued in one or more series.
- A proposed amendment that would have made an express election allowing distributions otherwise prohibited under Nevada Revised Statutes 78.288(2)(b) also failed. That proposal included administrative changes and a proposed corporate-name change to OpenWorld, Inc.
Stockholders ratified Malone Bailey LLP as VerifyMe’s independent registered public accounting firm for the fiscal year ending Dec. 31, 2026. They also approved a proposal allowing the annual meeting to be adjourned, if necessary, to solicit additional votes or proxies for proposals that lacked sufficient support.
Stedham said VerifyMe plans to report final voting results in a Current Report on Form 8-K to be filed with the Securities and Exchange Commission within four business days following the meeting.
About VerifyMe (NASDAQ:VRME)
VerifyMe, Inc (NASDAQ:VRME) provides brand protection, product authentication, and consumer engagement solutions for companies seeking to protect products and strengthen relationships with customers. Its technology is designed to help businesses identify counterfeit or diverted goods, improve product traceability, and collect actionable information throughout the supply chain.
The company offers solutions that can incorporate unique product identifiers, serialized codes, authentication features, and digital engagement tools.
