VerifyMe, Inc. Common Stock AGM 2026

Good morning. I am Scott Greenberg, chairman of the VerifyMe Inc. Board of Directors. It is my pleasure to welcome all of you to the 2026 Annual Meeting of Shareholders. I will serve as chair of the annual meeting, and Adam Stedham, Chief Executive Officer and President of VerifyMe, will be conducting the meeting.

Please go ahead. Yes. All right.

Thank you, and thanks, Scott, for the introduction. It's a pleasure to be here. We're conducting our annual meeting as a virtual meeting by means of a live webcast. The agenda for the meeting is displayed on your screen. You'll also find the meeting materials, including the rules of conduct and procedures, available there as well. In order to ensure that we have an orderly conduct of the business of the meeting, I direct your attention to the rules of conduct and procedures set forth for this meeting. We ask that in fairness to all stockholders attending this meeting, you honor these rules. I'm now calling the meeting to order for the 2026 Annual Meeting of Stockholders of VerifyMe Inc. First, I'd like to introduce our directors. Scott Greenberg is our chairman. Marshall Geller is our non-executive vice chairman. Howard Goldberg is our lead independent director.

Dave Edmonds is Director, and myself, Adam Stedham. Also joining us today are Jennifer Cola, our Chief Financial Officer, Julia Zhang of Malone Bailey, our independent registered public accounting firm, and Alex McLean of Harter Secrest & Emery LLP, our General Counsel. As with every annual meeting, there are a series of corporate formalities and matters of official business to which we must attend. With your indulgence, I'll take care of those matters first. We have in our possession a copy of the affidavit of distribution to stockholders of the proxy statement's prospectus, which I will refer to as the proxy statement. This affidavit will be annexed to the minutes of this meeting as Exhibit A and filed in the company's minute book.

We also have in our possession a list of the stockholders of record at the close of business August 7, 2026, the record date for the meeting set by the Board of Directors. Tracy Oats of The Carideo Group has been appointed by the Board of Directors to act as Inspector of Election for this meeting and has filed her oath as Inspector of Election with us prior to the meeting. I am now directing that a copy of this oath be annexed to the minutes of this meeting as Exhibit B and filed in the minute book. There are 13,165,196 shares of common stock and 0.85 shares of Series B preferred stock eligible to vote at this meeting, of which an aggregate of 6,068,362 shares are represented in person or by proxy.

Therefore, we have determined that at least one-third of the shares entitled to vote are present at this meeting in person or by proxy and that a quorum is present. Based on this report, I now declare this meeting officially open for business. Stockholders who have registered with their control number may vote or ask questions at this meeting. To the extent the questions are asked but not answered during the meeting, we will follow up on appropriate questions after the meeting concludes. There are eight proposals to be considered and voted on at this meeting, all of which are described in the notice of meeting and proxy statement previously made available to stockholders by the Board of Directors in connection with this meeting.

The first proposal is to approve, pursuant to NASDAQ Listing Rule 5635, the issuance of shares of VerifyMe common stock to each holder of outstanding ordinary shares of Open World Ltd., each holder of an OpenWorld Simple Agreement for Future Equity, and each holder of OpenWorld options that will be assumed by VerifyMe, which will represent more than 20% of the shares of VerifyMe common stock outstanding immediately prior to the merger by and among VerifyMe, VRME Subsidiary Corp., and OpenWorld, pursuant to which VRME Subsidiary Corp. will merge with and into OpenWorld, with OpenWorld surviving the merger as a wholly owned subsidiary of VerifyMe. And to approve, in the event such share issuance constitutes a change of control, pursuant to NASDAQ Listing Rule 5635(b), the change of control resulting from the Merger and the other transactions contemplated by the Merger.

The second proposal is the election of five directors, each to serve for a one-year term expiring in 2027 and until their successors are duly elected and qualified, or until the director's earlier death, resignation, or removal. Based on the recommendation of the Corporate Governance and Nominating Committee, the board of directors has nominated Scott Greenberg, Marshall Geller, Howard Goldberg, David Edmonds, and Adam Stedham as directors, each to serve for a one-year term expiring in 2027 and until their successors are duly elected and qualified or until the director's earlier death, resignation, or removal. The third proposal is to approve, on an advisory basis, the compensation of our named executive officers as disclosed in the proxy statement.

The fourth proposal is to approve the fourth amendment to the VerifyMe, Inc. 2020 Equity Incentive Plan to increase the authorized number of shares available for future issuance under the plan by 16,182,541 shares. The fifth proposal is to ratify the appointment of Malone Bailey LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. The sixth proposal is to approve, subject to and conditioned upon the consummation of the merger, an amendment to VerifyMe's articles of incorporation to authorize a new form of capital stock called Blockchain Common Stock in the amount of 500,000 shares, par value of $0.001 per share, to serve as a new blank check class of capital stock issuable in one or more series.

The seventh proposal is to approve, subject to and conditioned upon the consummation of the merger, an amendment to VerifyMe's articles of incorporation to make an express election permitting distributions that would otherwise be prohibited by NRS 78.288(2)(b) and make certain other administrative and miscellaneous changes, including the change of VerifyMe's corporate name to OpenWorld, Inc. The eighth proposal is to approve the adjournment of the annual meeting to a later date or dates, if necessary, to permit further solicitation of vote or proxies if there are not sufficient votes to approve one or more proposals presented in the annual meeting. Any stockholder that has logged into the meeting as a stockholder and who has not already voted and wishes to vote, or who has already voted but wishes to change his or her vote, may do so by clicking the Vote Here button on the screen.

Only the latest vote you submit will be counted. At this time, we're prepared to entertain any appropriate question that any stockholder may have. We will respond to appropriate questions directly related to matters being voted on at the meeting now and respond to other appropriate questions after the meeting. We've concluded the time allotted for questions at this time. We'll proceed with the meeting. Seeing that there are no questions, we will proceed further with the meeting. The polls are now closed. I ask Tracy Oats to report on the results of the voting.