Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · Submission of Matters to a Vote of Security Holders
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Resignations of Directors and Certain Officers On October 15, 2026, Scott Greenberg notified the board of directors (the “Board”) of OpenWorld, Inc.…
Filed Oct 16, 2026Accepted Oct 16, 2026, 5:29 PM EDTCIK 1104038Accession 0001214659-26-013011
OpenWorld, Inc. (NASDAQ: OPNW) is a technology-powered digital assets and blockchain innovation company that co-architects and takes principal positions in enterprise blockchain initiatives alongside sovereign governments, institutional partners and major enterprises. Since its founding in 2023, OpenWorld has advised on projects representing over $66 billion in aggregate network value and supported more than 20 companies backed by leading global venture firms, including a16z, Multicoin Capital, Dragonfly and Founders Fund. OpenWorld’s capabilities span real-world asset tokenization, stablecoin infrastructure, capital markets advisory, governance structuring and public markets strategy, with active engagements across the United States, Gulf, Europe, Southeast Asia and Africa. To learn more, visit openworld.dev and follow OpenWorld on X at @_openworld.
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Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignations of
Directors and Certain Officers
On October 15, 2026,
Scott Greenberg notified the board of directors (the “Board”) of OpenWorld, Inc. (the “Company”) of
his resignation as a member of the Board and all committees thereof, effective as of October 15, 2026. Mr. Greenberg’s resignation
was not due to any disagreement with the Company, the Company’s management or the Board on any matter relating to the Company’s
operations, policies or practices.
Item 5.03Item 5.03 - Amendments to Articles/Bylaws
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year
On September 30, 2026, the Board of Directors of OpenWorld, Inc. (the
“Company”) approved and submitted to the Company’s stockholders for approval Amended and Restated Articles of Incorporation
(the “Restated Articles”). On October 16, 2026, stockholders holding approximately 57.57% of the Company’s issued
and outstanding shares of common stock representing a majority of the Company’s outstanding voting power approved the Restated Articles
by written consent in accordance with Section 78.320 of the Nevada Revised Statutes. The amendments to the Restated Articles provide for:
(i) the authorization of a new form of capital stock called “blockchain common stock” in the amount of 500,000,000 shares,
par value $0.001 per share, to serve as a new “blank check” class of capital stock issuable in one or more series; and
(ii) an express election permitting the Company to make distributions that otherwise would be prohibited by NRS 78.288(2)(b).
Upon effectiveness of the Restated Articles, the Company’s authorized
capital stock will consist of 675,000,000 shares of Common Stock, par value $0.001 per share, 500,000,000 shares of Blockchain Common
Stock, par value $0.001 per share, and 75,000,000 shares of Preferred Stock, par value $0.001 per share.
The Restated Articles will become effective upon filing with the Nevada Secretary of State following the expiration of the applicable
notice period under Rule 14c-2 under the Securities Exchange Act of 1934, as amended, and following the mailing of the Company’s
definitive Information Statement on Schedule 14C to its stockholders.
A copy of the form of Amended and Restated Articles of Incorporation is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07 Submission of Matters to a Vote of Security Holders
On October 16, 2026, stockholders holding approximately 57.57%
of the Company’s issued and outstanding shares of common stock representing a majority of the Company’s outstanding voting
power, acting by written consent pursuant to Section 78.320 of the Nevada Revised Statutes, approved the Restated Articles described in
Item 5.03 above.