VerifyMe and Open World Amend Merger Share Definition

In Short

VerifyMe, Inc. and Open World Ltd. updated their merger agreement on June 4, 2026.

The change expands what counts as “Fully Diluted Company Shares.”

It now includes Open World ordinary shares that could be issued under existing equity agreements.

What Happened

VerifyMe and Open World signed a Second Amendment to their merger agreement.

The key update is to the definition of “Fully Diluted Company Shares.” This is a cap table term, meaning the total shares a company would have if all possible shares were issued, including options, warrants, and other share-linked contracts.

Under the amendment, the definition now explicitly includes Open World ordinary shares that may be issued under Open World’s existing equity agreements. In simple terms, if Open World has already signed contracts that can convert into shares later, those potential shares are now counted in the fully diluted number.

This follows earlier updates to the transaction timeline. VerifyMe previously extended the merger deadline to August 2026.

Why It Matters

In mergers, the fully diluted share count affects ownership percentages and exchange ratios, which determine how much of the combined company each side ends up with.

By widening what is included in Open World’s fully diluted shares, the companies reduce ambiguity about how equity-linked agreements are treated. That can help avoid disputes later, especially if employee equity, advisor grants, or other share issuances are part of the deal structure.

For investors and operators tracking the transaction, this amendment is a signal that the companies are still working through the final mechanics of the business combination, not just the headline timeline.