OpenWorld, Inc. 提交 8-K/A 文件更新合并财务信息

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

Amendment No. 2

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OpenWorld, Inc.

(Exact name of registrant as specified in its charter)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

Explanatory Note

On September 30, 2026, OpenWorld, Inc. (f/k/a VerifyMe, Inc.) (the “Company”) filed a Current Report on Form 8-K with the U.S. Securities and Exchange Commission (the “SEC”), as amended by Amendment No. 1 on Form 8-K/A filed on October 2, 2026 (collectively, the “Original 8-K”), which reported, among other things, the consummation of the merger between the Company and Open World Ltd. The Company is filing this Amendment No. 2 on Form 8-K/A (this “Amendment”) to provide the historical financial statements required by Item 9.01(a) of Form 8-K, the unaudited pro forma condensed combined financial information required by Item 9.01(b) of Form 8-K in connection with the merger, and to file herewith the Company’s Amended and Restated Bylaws as Exhibit 3.2 which supersedes and replaces the previously filed Exhibit 3.2, which inadvertently excluded the text of the exhibit, in its entirety. Except as expressly set forth herein, there are no other changes to the Original 8-K, and this Amendment does not modify or update any other disclosures contained in the Original 8-K or reflect events occurring after the filing of the Original 8-K.

Item 9.01. Financial Statements and Exhibits. 

(a) Financial statements of businesses acquired.

The audited consolidated financial statements of OpenWorld for the years ended December 31, 2025 and 2024 and the related notes thereto are attached hereto as Exhibit 99.1 and are incorporated herein by reference.

The unaudited condensed consolidated financial statements of OpenWorld for the three and six months ended June 30, 2026 and 2025 and the related notes thereto are attached hereto as Exhibit 99.2 and are incorporated herein by reference.

(b) Pro forma financial information.

The unaudited pro forma condensed combined financial information of VerifyMe, Inc. and Open World Ltd. for the year ended December 31, 2025 and for the six months ended June 30, 2026, together with the related notes thereto, is filed as Exhibit 99.3 to this Amendment and incorporated herein by reference.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.