VerifyMe, Inc.

Item 7.01 Regulation FD Disclosure. On September 18, 2026, VerifyMe, Inc. (the “Company”) issued a press release announcing that the Board of Directors declared a special cash dividend of $0.15 per share (the “Dividend”), to be distributed pro-rata per share of the Company’s common stock, $0.001 par value per share (the “Common Stock”) to (i) holders of Common Stock, and (ii) holders of the Series B Convertible Preferred Stock, par value $0.001 per share, on an as-converted basis. Payment of the Dividend is conditioned upon the closing of the previously announced proposed merger with Open World Ltd., pursuant to the Agreement and Plan of Merger, as amended, which remains subject to the approval of the Company’s stockholders and other closing conditions. Subject to closing of the merger, the Company expects the Dividend will be payable on October 2, 2026 to all stockholders of record as of the close of business on September 29, 2026. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report. The information under Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1) is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.