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OPNW on Nasdaq

OpenWorld, Inc.

OpenWorld, Inc. is an American finance services company that raised $6.1 million in 2023 (SEC Form D).1 It is headquartered in Lake Mary, Florida.1 Its shares trade on Nasdaq under the symbol OPNW.1

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Last updated Oct 21, 2026.

Overview

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  • TickerOPNW on Nasdaq1
  • IndustryFinance Services1
  • HeadquartersLake Mary, Florida1
  • Incorporated inNV2
  • Business address801 International Parkway, Fifth Floor, Lake Mary, Fl 327462
  • Filer categoryNon-accelerated filer, Smaller reporting company2
  • Legal formCorporation

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Cash, as defined in the Merger Agreement, of no less than $1 million, and (ii) our common stock having not been delisted from Nasdaq.3 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

38.5%Gross margin4
-30.9%Operating margin4
-29.9%Net margin4
-32.3%Revenue growth, 20254
-44.6%Return on equity4
$585.0KFree cash flow4

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Proactive Services brought in 80% of the revenue OpenWorld, Inc. broke down this way in fiscal 2025.

  1. Proactive Services$13.2M480%down 32% from 2024
  2. Premium Services$3.1M419%down 30% from 2024
  3. Brand Protection Services$156.0K41%down 65% from 2024
Products and services by year
Products and services20242025
Proactive Services$19.4M$13.2M
Premium Services$4.4M$3.1M
Brand Protection Services$441.0K$156.0K

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue61¢$10.1M
  • Research and development0¢$20.0K
  • Other costs32¢$5.2M
  • Income tax7¢$1.1M

Out of $16.4M in revenue.4 The company lost money this year.

Where each dollar of operating cash went, fiscal 2025

  • Capital spending3¢$18.0K
  • Kept or used elsewhere97¢$585.0K

Out of $603.0K of cash from operations.4

Financial statements

Revenue56784$16.4M in 2025+6593% since 2019
0$10.0M$20.0M$30.0M2019: $245.0K$245.0K20192020: $343.0K$343.0K2020+40%2021: $867.0K$867.0K2021+153%2022: $19.6M$19.6M2022+2158%2023: $25.3M$25.3M2023+29%2024: $24.2M$24.2M2024−4%2025: $16.4M$16.4M2025−32%
Gross profit56784$6.3M in 2025+3060% since 2019
0$2.5M$5.0M$7.5M$10.0M2019: $200.0K$200.0K20192020: $281.0K$281.0K2020+40%2021: $599.0K$599.0K2021+113%2022: $6.5M$6.5M2022+983%2023: $8.0M$8.0M2023+24%2024: $8.7M$8.7M2024+8%2025: $6.3M$6.3M2025−27%
Operating income56784-$5.1M in 2025+108% since 2019
-$6.0M-$4.0M-$2.0M02019: -$2.4M-$2.4M20192020: -$3.6M-$3.6M2020+47%2021: -$4.8M-$4.8M2021+35%2022: -$3.7M-$3.7M2022−22%2023: -$3.3M-$3.3M2023−11%2024: -$4.4M-$4.4M2024+32%2025: -$5.1M-$5.1M2025+15%
Net income596784-$4.9M in 2025+96% since 2019
-$15.0M-$10.0M-$5.0M0$5.0M2019: -$2.5M-$2.5M20192020: -$5.9M-$5.9M2020+135%2021: $3.6M$3.6M20212022: -$14.4M-$14.4M20222023: -$3.4M-$3.4M2023−76%2024: -$3.8M-$3.8M2024+13%2025: -$4.9M-$4.9M2025+28%

Every line of the income statement as filed: the last 2 fiscal years, latest first.4

Period ending2025-12-312024-12-31
NET REVENUE$16.4M$24.2M
COST OF REVENUE$10.1M$15.5M
GROSS PROFIT$6.3M$8.7M
Segment management and technology$3.1M$5.5M
General and administrative$3.4M$3.9M
Research and development$20.0K$70.0K
Sales and marketing$967.0K$1.4M
Goodwill and Intangible asset impairment$3.9M$2.3M
Total operating expenses$11.4M$13.1M
LOSS BEFORE OTHER INCOME (EXPENSE)-$5.1M-$4.4M
Interest income (expenses), net$214.0K-$130.0K
Change in fair value of contingent consideration$844.0K
Loss on sale of business-$146.0K
Other expense, net-$49.0K-$2.0K
TOTAL OTHER INCOME (EXPENSE), NET$165.0K$566.0K
NET LOSS-$4.9M-$3.8M
BASIC-$0.39-$0.37
DILUTED-$0.39-$0.37
BASIC12.6M shares10.4M shares
DILUTED12.6M shares10.4M shares

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Corporate structure

OpenWorld, Inc. sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of OpenWorld, Inc.

  • Gerard Albert Palana Hernandez Filed SCHEDULE 13D on OpenWorld, Inc., latest Oct 7, 2026
  • Matthew Ian Shaw Filed SCHEDULE 13D on OpenWorld, Inc., latest Oct 7, 2026
  • Adam H. Stedham Filed SCHEDULE 13D/A on OpenWorld, Inc., latest Oct 2, 2026 (3 filings since Aug 7, 2026)
  • Marshall S. Geller Filed SCHEDULE 13D/A on OpenWorld, Inc., latest Aug 26, 2026 (4 filings since Jun 8, 2023)
  • OpenWorld, Inc. Lake Mary, Florida

Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What OpenWorld, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, net$20.0K4 Dec 31, 2025$116.0K4 Dec 31, 2024−82.8%
Operating-lease assets (leased space)$236.0K4 Dec 31, 2024$468.0K8 Dec 31, 2023−49.6%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$2.8M8 Dec 31, 2024$3.0M8 Dec 31, 2023−6.9%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$2.9M4 Dec 31, 2025$4.0M4 Dec 31, 2024−26.6%
Finite-lived intangibles, gross$2.5M4 Dec 31, 2025$7.8M4 Dec 31, 2024−68.4%
Accumulated amortization-$128.0K4 Dec 31, 2025-$2.5M4 Dec 31, 2024+94.8%
Finite-lived intangibles, net$2.3M4 Dec 31, 2025$5.4M4 Dec 31, 2024−56.3%

Inventory

ItemLatestA year beforeChange
Inventory, total$37.0K4 Dec 31, 2025$39.0K4 Dec 31, 2024−5.1%

Properties, in its own words

We do not own any significant real property, but our subsidiary leased approximately 2,686 square feet of primarily office space in Connecticut used in connection with our Precision Logistics segment for the year ended December 31, 2025. In January 2026 we entered into a lease termination agreement, whereby the lease was terminated as of February 15, 2026 and our Precision Logistics segment is not currently leasing any real property. We do not anticipate any difficulty in obtaining alternative space in the future, if we decide to lease space for our Precision Logistics segment.

Item 2 of the 10-K filed Mar 31, 2026.3

Leadership

Who has led OpenWorld, Inc., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Paul Donfried2015
  2. Thomas Albert Nicolette2016
  3. Norman A. Gardner2017
  4. Scott N. Greenberg2023
  5. Adam H. Stedham2023–now

Chair

  1. Scott N. Greenberg2022–now

President

  1. Norman A. Gardner2006–2007
  2. Thomas Albert Nicolette2016
  3. Keith Goldstein2022–2023
  4. Adam H. Stedham2024–now

Chief financial officer

  1. Scott Alan McPherson2015–2017
  2. James S. Cardwell2018
  3. Margaret Gezerlis2018–2023
  4. Nancy L. Meyers2024–2026
  5. Jennifer L. Cola2026–now

Chief operating officer

  1. Ben Burrell2015
  2. Keith Goldstein2018–2023
2010201520202025
Board members and other officers (25)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • Executive OfficerJack Wang named Sep 1, 202351
  • Executive OfficerPaul Ryan named Sep 1, 202351
  • Executive Officer, DirectorPatrick White named Apr 22, 202252
  • DirectorDavid Edmonds named Sep 1, 202351
  • DirectorChristopher Gardner named Apr 22, 202252

Former names

  • VerifyMe, Inc.Aug 17, 2015 to Oct 1, 20262
  • LASERLOCK TECHNOLOGIES INCNov 13, 2000 to Aug 4, 20152

Timeline

  1. Oct 15, 20268-K Regulation FD disclosure53
  2. Oct 13, 20268-K Financial statements and exhibits54
  3. Oct 8, 20268-K Change of auditor55
  4. Oct 7, 20268-K Regulation FD disclosure56
  5. Oct 2, 20268-K Completed an acquisition or sale; Change in control57
  6. Oct 1, 20268-K Regulation FD disclosure58
  7. Sep 30, 20268-K Entered a material agreement; Ended a material agreement; Completed an acquisition or sale59
  8. Sep 29, 20268-K Financial statements and exhibits60
  9. Sep 25, 20268-K Shareholder vote61
  10. Sep 25, 20268-K Change to shareholders' rights; Bylaws or fiscal year changed; Regulation FD disclosure62
  11. Sep 18, 20268-K Regulation FD disclosure63
  12. Aug 14, 20268-K Results of operations64
  13. Jun 20, 2023New chief executive Adam H. Stedham becomes CEO13
  14. Mar 21, 2023New chief executive Scott N. Greenberg becomes CEO12
  15. Apr 17, 2017New chief executive Norman A. Gardner becomes CEO14
  16. May 31, 2016New chief executive Thomas Albert Nicolette becomes CEO15
  17. Nov 25, 2015New chief executive Paul Donfried becomes CEO16

Calendar

Coming up

  1. Nov 13, 2026Reports results for the quarter ending Sep/202665

When it reported results

  1. Aug 14, 2026Reported quarterly or annual results64
  2. May 15, 2026Reported quarterly or annual results66
  3. Mar 30, 2026Reported quarterly or annual results67
  4. Nov 17, 2025Reported quarterly or annual results68
  5. Aug 13, 2025Reported quarterly or annual results69
  6. May 13, 2025Reported quarterly or annual results70
  7. Mar 6, 2025Reported quarterly or annual results71
  8. Nov 12, 2024Reported quarterly or annual results72

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

380 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 78 major events, 212 insider forms, 9 large holders, 2 private raises, 59 other. The latest 20:

  1. Oct 15, 20268-K EDGAR
  2. Oct 14, 2026PRE 14C EDGAR
  3. Oct 13, 2026S-8 EDGAR
  4. Oct 13, 20268-K/A AMENDMENT NO. 2 EDGAR
  5. Oct 9, 20264/A AMENDED STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES EDGAR
  6. Oct 9, 20264/A AMENDED STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES EDGAR
  7. Oct 8, 20268-K EDGAR
  8. Oct 8, 20264 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES EDGAR
  9. Oct 8, 20263 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES EDGAR
  10. Oct 7, 20268-K BEYONDAI EDGAR
  11. Oct 7, 2026SCHEDULE 13D EDGAR
  12. Oct 7, 2026SCHEDULE 13D EDGAR
  13. Oct 6, 2026144 EDGAR
  14. Oct 2, 20268-K/A AMENDMENT NO. 1 EDGAR
  15. Oct 2, 20264 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES EDGAR
  16. Oct 2, 20264 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES EDGAR
  17. Oct 2, 20264 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES EDGAR
  18. Oct 2, 20263 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES EDGAR
  19. Oct 2, 20263 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES EDGAR
  20. Oct 2, 20263 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES EDGAR

The 380 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

103 open-market trades by officers, directors and large owners since October 2021: 103 buys and 0 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Mar 10, 2025LAFFER ARTHUR BDirectorBuy28,000$0.71$19.9KForm 4
Mar 10, 2025Stedham Adam HPresident, Precision LogisticsBuy50,000$0.68$34.0KForm 4
Mar 7, 2025Stedham Adam HPresident, Precision LogisticsBuy45,000$0.71$31.9KForm 4
Dec 30, 2024Stedham Adam HPresident, Precision LogisticsBuy22,000$0.71$15.6KForm 4
Dec 17, 2024Stedham Adam HPresident, Precision LogisticsBuy10,000$0.59$5.9KForm 4
Dec 16, 2024Stedham Adam HPresident, Precision LogisticsBuy6,000$0.61$3.7KForm 4
Dec 5, 2024Stedham Adam HPresident, Precision LogisticsBuy5,000$0.62$3.1KForm 4
Dec 4, 2024Stedham Adam HPresident, Precision LogisticsBuy3,000$0.60$1.8KForm 4
Dec 3, 2024Stedham Adam HPresident, Precision LogisticsBuy6,000$0.60$3.6KForm 4
Dec 2, 2024Stedham Adam HPresident, Precision LogisticsBuy5,000$0.66$3.3KForm 4
Nov 13, 2024Stedham Adam HPresident, Precision LogisticsBuy2,000$0.95$1.9KForm 4
Mar 25, 2024LAFFER ARTHUR BDirectorBuy11,095$1.36$15.1KForm 4
Dec 26, 2023Stedham Adam HPresident, Precision LogisticsBuy14,441$1.04$15.0KForm 4
Dec 22, 2023Stedham Adam HPresident, Precision LogisticsBuy1,726$1.04$1.8KForm 4
Dec 21, 2023Stedham Adam HPresident, Precision LogisticsBuy227$1.04$236Form 4
Dec 4, 2023GELLER MARSHALL SDirectorBuy1,100$1.04$1.1KForm 4
Nov 28, 2023GELLER MARSHALL SDirectorBuy1,800$1.02$1.8KForm 4
Nov 28, 2023Stedham Adam HPresident, Precision LogisticsBuy8,436$1.03$8.7KForm 4
Nov 27, 2023Stedham Adam HPresident, Precision LogisticsBuy6,000$1.03$6.2KForm 4
Nov 17, 2023Stedham Adam HPresident, Precision LogisticsBuy993$1.05$1.0KForm 4

All 103 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

  • Gerard Albert Palana HernandezSCHEDULE 13D, 1 filing Oct 7, 202673
  • Matthew Ian ShawSCHEDULE 13D, 1 filing Oct 7, 202674
  • Adam H. StedhamSCHEDULE 13D/A, 3 filings Aug 7, 2026 to Oct 2, 202675
  • Marshall S. GellerSCHEDULE 13D/A, 4 filings Jun 8, 2023 to Aug 26, 202676

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2024Adam Stedham$285.0K$312.1K77
2024Fred G VolkIII$190.0K$281.1K77
2024Curt Kole$230.0K$235.9K77
2024Paul Ryan$210.3K$216.6K77
2024Nancy Meyers$171.0K$187.3K77
2023CEO and President$162.5K$1.1M77
2023Former EVPPrecision Logistics; EVP Global Sales and Strategy, PeriShip Global$230.0K$359.2K77
2023CFO$180.0K$343.9K77

Money raised

Private offerings the company reported to the SEC on Form D.

  1. Aug 25, 2023Raised $1.1 million in a private offering of debt Form D: $1.5 million offered in all Form D
  2. Apr 14, 2022Raised $5 million in a private offering of equity Form D: 5 investors so far Form D

SEC filer profile

How OpenWorld, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGAROpenWorld, Inc.1
  • CIK0001104038
  • Employer ID (EIN)23-30236773
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company3
  • Incorporated inNevada3
  • Fiscal year endsDecember 311
  • Industry code (SIC)6199 Finance Services1
  • SEC reviewing officeOffice of Crypto Assets, Division of Corporation Finance1
  • Business address801 International Parkway, Fifth Floor, Lake Mary, FL 327461
  • Phone585-736-94001
  • Shares outstanding13,165,196 as of Aug 7, 202611
  • Public float$8.0M as of Jun 30, 20253
  • AuditorMaloneBailey, LLP, Houston, Texas PCAOB ID 206; no auditor attestation of internal control over financial reporting3
  • On EDGAR sinceNov 13, 20001
  • Filings870 in all: 4 (333), 8-K (186), 3 (50), 10-Q (46), 10QSB (22), 10-K (15), NT 10-Q (14), DEF 14A (12)1
    All 56 form types

    425 (11), CORRESP (10), 424B3 (9), 10KSB (8), 4/A (8), 8-K/A (8), DEFA14A (8), EFFECT (8), SC 13D (8), 5 (7), D (7), S-8 (7), UPLOAD (7), S-1/A (6), SC 13D/A (6), NT 10-K (5), 10KSB/A (4), 10QSB/A (4), PRE 14A (4), S-1 (4), S-3 (4), S-4/A (4), SCHEDULE 13D/A (4), 10-K/A (3), ARS (3), PRE 14C (3), REGDEX (3), SCHEDULE 13D (3), 10-Q/A (2), 10SB12G/A (2), 424B5 (2), DEF 14C (2), POS EX (2), SC 13G (2), 10SB12G (1), 144 (1), 25-NSE (1), 424B4 (1), 8-A12B (1), CERT (1), CT ORDER (1), D/A (1), DEFR14A (1), DEL AM (1), NTN 10K (1), RW (1), S-3/A (1), S-4 (1)

  • Latest filingsAnnual report (10-K) Mar 31, 2026
    Quarterly report (10-Q) Aug 14, 2026
    Proxy statement (DEF 14A) Aug 13, 2025
    Latest 8-K (8-K) Oct 15, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, par value $0.001 per shareVRMENasdaq

From the cover page of the 10-K filed Mar 31, 2026 (Section 12(b) of the Exchange Act).3

Risk factors and legal proceedings

The risks OpenWorld, Inc. names in Item 1A of its 10-K filed Mar 31, 2026: 62 risks under these headings, as written.3

  • Risks Relating to Our Business
  • We have engaged, and may engage in future acquisitions or strategic partnerships that increase our capital requirements, dilute our stockholders, cause us to incur debt or assume contingent liabilities, and subject us to other risks.
  • Failure to attract and retain management, and develop successors for management, may damage our operations and financial results and cause our stock price to decline.
  • Our future growth will depend upon the success of our Precision Logistics segment. If we fail to effectively execute our strategy, our competitive position and financial performance could be materially harmed.
  • Our Precision Logistics segment relies on our Strategic Partner for shipping services for our customers and as a source for customers representing a substantial percentage of our revenues.
  • Severe climate conditions and other catastrophic events can have an adverse impact on our business.
  • We operate in a highly competitive industry and our business may suffer if we are unable to adequately address potential downward pricing pressures and other competitive factors.
  • The shipping and logistics industry is rapidly evolving. We expect to continue to face significant competition, which could materially adversely affect us.
  • Our future growth will depend upon the success of our Strategic Partner to integrate our solutions into their service offerings and our ability to continue to provide Direct Premium services to legacy customers of our prior carrier.
  • Damage to our brand image and corporate reputation could materially adversely affect us.
  • The Company has significant goodwill and other intangible assets, and future impairment of these assets could have a material adverse impact on the Company's financial results.
  • Our customers’ businesses may be negatively affected by various economic and other factors such as recessions, downturns in the economy, inflation, global uncertainty and instability, the effects of pandemics, changes in United States social, political, and regulatory conditions and/or a disruption of financial markets, which may decrease demand for our services or increase our costs.
The other 51 risks
  • Overall economic conditions that reduce freight volumes could have a material adverse impact on our operating results and ability to achieve growth.
  • Reductions in discretionary consumer spending could have an adverse effect on our business, financial condition, and results of operations.
  • Global supply-chain delays and shortages may adversely impact our customers or potential customers.
  • We have a history of losses and we may never achieve or maintain profitability.
  • Our ability to use our net operating losses to offset future taxable income may be subject to certain limitations.
  • Because our name and brand could be confused with brands that have similar names, we may be adversely affected by any confusion or negative publicity related to others that use a name similar to VerifyMe in their brand names.
  • If our technologies do not work as anticipated once we achieve meaningful sales, we will not be successful.
  • If our technology cannot be used successfully to proactively provide analytics logistics management, we may not be able to generate material revenue.
  • We are not currently expanding our sales, marketing and support organizations and our distribution arrangements, which will limit our ability to increase market acceptance of our products and services.
  • If we fail to protect or enforce our intellectual property rights, or if the costs involved in protecting and defending these rights are prohibitively high, our business and operating results may suffer.
  • If we are required to sue third parties who we allege are violating our intellectual property rights, or if we are sued for violating a third party’s patents or other intellectual property rights, we may incur substantial expenses, and we could incur substantial damages, including amounts we cannot afford to pay.
  • If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.
  • Because we do business outside of the United States, we may be exposed to liabilities under the Foreign Corrupt Practices Act, violations of which could have a material adverse effect on our business.
  • Our business depends on our ability to successfully develop, implement, maintain, upgrade, enhance, protect, and integrate information technology systems.
  • Our information technology systems are subject to cyber and other risks some of which are beyond our control. A security breach, failure or disruption of these services could have a material adverse effect on our business, results of operations and financial position.
  • Evolving regulations concerning data privacy may result in increased regulation and different industry standards, which could prevent us from providing our current products to our users, or require us to modify our products, thereby harming our business.
  • We rely on the services of third-party data center hosting facilities. Interruptions or delays in those services could impair the delivery of our service and harm our business.
  • Fluctuations in labor costs, changes in the availability of transportation service, or catastrophic events may increase the cost of our products and services.
  • Our ability to become profitable is largely dependent upon our ability to continually improve our platforms and acquiring new customers in increasingly competitive markets.
  • Risks Relating to our Common Stock
  • Upon exercise of our outstanding warrants, conversion of our Series B Convertible Preferred Stock, conversion of our Convertible debt, and vesting of our restricted stock units, we will be obligated to issue a substantial number of additional shares of common stock which will dilute our present stockholders.
  • Offers or availability for sale of a substantial number of shares of our common stock may cause the price of our common stock to decline.
  • Our common stock may be affected by limited trading volume and price fluctuations, which could adversely impact the value of our common stock.
  • Because we may issue preferred stock without the approval of our stockholders and have other anti-takeover defenses, it may be more difficult for a third party to acquire us and could depress our stock price.
  • Because we have not historically paid cash dividends on our shares of common stock, any returns will be limited to the value of our shares.
  • There can be no assurance that we will be able to comply with the continued listing standards of Nasdaq, a failure of which could result in a de-listing of our common stock and certain warrants.
  • Provisions of our warrants could discourage an acquisition of us by a third party.
  • Risks Relating to Loan Agreement and our Debt
  • We are subject to credit risk related to the Loan Agreement and related promissory note with ZenCredit which could lead to unexpected losses.
  • If we do not timely pay amounts due and comply with the covenants under our debt facilities, our business, financial condition, and results of operations may be adversely impacted.
  • Our cash flows and operating results could be adversely affected by required payments of debt or related interest and other risks of our debt financing.
  • Covenants in our debt agreements may restrict our operating activities and adversely affect our financial condition.
  • The Merger is subject to closing conditions and may not be completed, the Merger Agreement may be terminated in accordance with its terms, and we may be required to pay a termination fee upon termination.
  • The pendency of the Merger could adversely affect our business and operations and the business operations of Open World.
  • The announcement and pendency of the Merger may create uncertainty that could adversely affect our business relationships and the business relationships of Open World.
  • Securities class action and derivative lawsuits may be filed challenging the Merger, and an adverse ruling in any such lawsuit may delay or prevent the Closing.
  • The Merger may be completed even though a material adverse effect may result from the announcement of the Merger, industry-wide changes, or other causes.
  • If the Merger is not completed, our stock price may decline significantly, and our business may be adversely affected.
  • The Exchange Ratio in the Merger is fixed and will not be adjusted to reflect changes in the market price of our common stock or changes in the relative performance of the parties.
  • Some of our and Open World officers and directors have interests in the Merger that are different from yours and that may influence them to support or approve the Merger without regard to your interests.
  • The Merger will involve substantial costs, whether or not the Merger is consummated.
  • The Merger Agreement limits our and Open World’s ability to pursue alternatives to the Merger and includes the potential obligation to pay a Termination Fee.
  • We and Open World must obtain certain regulatory approvals and clearances to consummate the Merger, which, if delayed, not granted, or granted with unacceptable conditions, could prevent, substantially delay, or impair consummation of the Merger.
  • Combining our and Open World’s businesses may be more difficult, costly or time-consuming than expected and the combined company may fail to realize the anticipated synergies and other benefits of the Merger, which may adversely affect the combined company’s business results and negatively affect the value of the combined company’s common stock following the Closing.
  • The combined company may not be able to retain customers, suppliers, or business partners, or such third parties may seek to modify contractual relationships with the combined company, which could have an adverse effect on the combined company’s business and operations.
  • If the combined company fails to attract and retain management and other key personnel, it may be unable to successfully integrate the businesses or execute its business plan.
  • Following the Merger, our current stockholders will have a significantly reduced ownership and voting interest in the combined company compared to their ownership of VerifyMe prior to the Merger.
  • The market price of the combined company’s common stock after the Merger may be affected by factors different from those currently affecting the shares of our common stock prior to completion of the Merger.
  • The combined company may be unable to obtain the additional capital, equity or debt financing required to fund its operations and growth, which could adversely affect its business, prospects and ability to continue as a going concern.
  • Open World’s management has limited experience in operating a public company and may not successfully or effectively manage the transition to a public company.
  • The combined company is expected to be a controlled company as defined under Nasdaq exchange listing rules and should it choose to rely on controlled company exemptions, you would not have the same protections afforded to stockholders of companies that are subject to these corporate governance requirements.
  • Upon and after completion of the Merger, the combined company may be unable to meet the continued listing standards of Nasdaq, which could result in delisting, reduced liquidity, increased volatility, and harm to its ability to raise capital.
  • Subject to the Merger Agreement, our Board of Directors currently has discretion to effect a reverse stock split of our common stock at a ratio ranging from 1-for-2 to 1-for 10 without further stockholder approval, which could adversely effect our stockholders and the value of our common stock.

Legal proceedings

From time-to-time, we may be a party to, or otherwise involved in, legal proceedings arising in the ordinary course of business. As of the date of this report, we are not aware of any proceedings, threatened or pending, against us which, if determined adversely, would have a material effect on our business, results of operations, cash flows, or financial position.

The opening of Item 3, Legal Proceedings.3

Sources

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