#RWA Open World and VerifyMe Sign Merger Agreement
VerifyMe (NASDAQ:VRME) and Open World have signed a merger agreement and plan to create a Nasdaq-listed institutional-grade real-world asset tokenization and digital asset infrastructure company.
The merged company will prioritize token listings across multiple jurisdictions, regulated infrastructure, corporate compliance, and institutional RWA tokenization. It is expected to file documents with the U.S. Securities and Exchange Commission and Nasdaq and receive shareholder approval in the second quarter of 2026.
Lakemarie, FL/ACCESS Newswire/February 12, 2026/VerifyMe, Inc. (NASDAQ:VRME) (“VerifyMe”), a provider of authentication and precision logistics technology, and Open World, Inc. (“Open World”), a blockchain infrastructure and real-world asset (RWA) tokenization platform, today announced the signing of a merger agreement and plan (the “Agreement”). This merger will make the combined entity a leading infrastructure provider in the digital asset and tokenization space.
VerifyMe CEO Adam Stedham stated, “We are excited to announce the next step in our merger plan with Open World, leveraging the complementary strengths of both our companies. We believe the combined platform will provide enduring infrastructure and governance mechanisms to support digital asset innovation and long-term shareholder value.”
The merged entity is expected to focus on token listings, regulated digital asset infrastructure, enterprise-grade compliance frameworks, and institutional RWA tokenization across multiple jurisdictions.
Open World co-founder and CEO Matt Shaw stated, “This agreement represents a significant turning point for both of us. As institutional demand for regulated digital asset infrastructure continues to accelerate, integrating complementary capabilities allows us to operate at the required scale and governance standards, enabling real-world asset tokenization to transition from early adoption to mainstream financial markets.”
This announcement builds on previously disclosed initiatives by Open World, including the establishment of a national RWA Centre of Excellence in Saudi Arabia and its infrastructure partnership with Abstract to support regulated infrastructure-grade assets.
RWA tokenization activities continue to grow in the US and Saudi Arabia, and with increasing regulatory clarity and institutional participation, more significant asset classes are expected to be introduced to the Open World platform.
Following the merger, the combined company is expected to list on the Nasdaq Capital Market (“Nasdaq”) under a new ticker symbol. This is subject to several customary closing conditions, including approval from VerifyMe shareholders and the listing of the combined company’s common stock on Nasdaq. The boards of directors of both companies have unanimously approved the signing of this agreement. Regulatory filings with the U.S. Securities and Exchange Commission (“SEC”) and Nasdaq are expected to be submitted and shareholder approval obtained by the second quarter of 2026, subject to the satisfaction of customary closing conditions and completion of relevant review processes. Further details regarding the transaction structure and timeline are expected to be disclosed in future filings.
This agreement contains customary representations, warranties, and undertakings by VerifyMe and Open World, including their commitment to use commercially reasonable efforts to facilitate the completion of the transactions contemplated under this agreement, to indemnify directors and officers, and to restrict VerifyMe and Open World from conducting their respective businesses between the date of signing of this agreement and the closing date.
The VerifyMe board of directors has approved the termination of its plan to issue shares at market price to align its capital structure with the proposed transaction and its long-term strategic priorities.
Advisors: Maxim Group LLC served as Open World's exclusive financial advisor for this transaction. Latham & Watkins LLP served as Open World's legal counsel. Harter Secrest & Emery LLP served as VerifyMe's legal counsel.
