Micro-Cap Cold-Chain Firm VerifyMe Becomes Unexpected Crypto Bet After Tokenization Merger Plan

On Jan. 5, shares of VerifyMe Inc., a little-known logistics and brand-protection company that helps keep frozen food and medical shipments cold in transit, suddenly became one of the most actively traded stocks on the Nasdaq Capital Market.

More than 100 million shares changed hands, and the stock surged nearly 70 percent intraday. The catalyst was not a new shipping contract or a surprise profit. It was crypto.

VerifyMe said that three days earlier, on Jan. 2, it had signed a letter of intent to merge with Open World Ltd., a privately held Cayman Islands “token economy” and real-world-asset tokenization firm. Under the proposed transaction, Open World’s shareholders would end up with about 90 percent of the combined company, while existing VerifyMe investors would be diluted to roughly 10 percent.

The plan, at least on paper, would turn a modest U.S. cold-chain logistics and authentication specialist into the public-market vehicle for an aggressively ambitious Web3 company that wants to tokenize everything from perishable food to national energy infrastructure.

A back-door listing in all but name

VerifyMe disclosed the agreement in a Form 8-K filed with the Securities and Exchange Commission, describing it as a nonbinding letter of intent. The document outlines a structure common in reverse mergers.

VerifyMe will create a wholly owned merger subsidiary that will be merged into Open World, with Open World surviving as a wholly owned subsidiary of VerifyMe. The Nevada corporation would keep its Nasdaq listing, although the companies said they expect to trade under a new ticker symbol if the deal closes.

In exchange, all of Open World’s ordinary shares would be converted into the right to receive approximately 90 percent of VerifyMe’s outstanding stock at closing. VerifyMe’s existing shareholders would collectively own the remaining 10 percent.

Control of the board and management would also change hands. The post-merger board is expected to have seven directors, six of them designated by Open World and one by VerifyMe. Open World co-founder Matt Shaw is slated to become chief executive and chairman of the combined company. VerifyMe’s current chief executive, Adam Stedham, would move into a newly defined role as president of precision logistics. Chief Financial Officer Jen Cola would remain in her role under a revised employment agreement.

Economically and from a governance perspective, the arrangement would give Open World and its investors control of a U.S.-listed company without going through a traditional initial public offering.

What each side brings

VerifyMe, based in Lake Mary, Florida, has spent recent years repositioning itself around “precision logistics” and brand protection. Through its PeriShip unit, the company coordinates time- and temperature-sensitive shipments, often for perishable food producers and health care clients, integrating closely with large carriers such as UPS.

It also develops authentication and anti-counterfeiting technologies intended to help brands track products and deter gray-market diversion. Even so, VerifyMe remains small. It reported about $24.2 million in revenue for 2024 and a net loss of $3.8 million, and it has previously warned investors about the risk of failing to meet Nasdaq’s listing standards.

Open World sits at a very different end of the spectrum. Incorporated as an exempted company in the Cayman Islands, it describes itself as a “world-leading Web3 partner” that designs token-based economic systems and builds infrastructure for real-world-asset, or RWA, tokenization.

The firm says it has helped design and launch token ecosystems that reached more than $65 billion in peak network value across more than 20 projects. In December, it announced a partnership with Abstract, a zero-knowledge blockchain backed by venture investors, to build what it called “the first national-scale tokenization engine for the world’s most valuable real-world assets,” including AI megacenters, strategic real estate and national energy assets.

“Today marks a major milestone for Open World,” Shaw said in the Jan. 5 merger announcement. “By combining logistics expertise with on-chain security and AI-driven frameworks, we’re positioned to become a global leader in secure, enterprise-grade real-world asset tokenization.”

Stedham framed the deal as a way to plug VerifyMe’s data and authentication capabilities into the next phase of digital assets. “Digital asset adoption is entering a new phase where verifiable identity, provenance and trusted data are essential,” he said.

Linking the physical world to blockchains

The companies are pitching the merger as a way to connect the physical and digital sides of the fast-growing RWA market.

Tokenization of real-world assets — issuing blockchain-based representations of financial instruments and other claims — has expanded from experimental projects to an estimated $20 billion to $25 billion market. Major asset managers including BlackRock and Franklin Templeton have launched tokenized portfolios of U.S. Treasuries and money market funds on public blockchains, and banks and consultancies are projecting potential RWA volumes in the tens of trillions of dollars over the next decade.

Most of that activity so far has focused on financial assets. Extending tokenization into physical supply chains, infrastructure and national assets requires reliable data about what is happening off-chain.

For perishable foods or vaccines, that means accurate time and temperature readings and a secure record of who handled a shipment and when. For infrastructure, it could mean telemetry on power output, uptime or compliance. The companies argue that VerifyMe’s cold-chain logistics and brand-protection tools can feed trusted data into Open World’s tokenization and smart-contract frameworks.

In theory, a shipment of vaccines tracked by VerifyMe could be linked to tokens representing ownership or insurance coverage, with smart contracts automatically triggering claims if sensors detect a temperature breach. Similar structures could support on-chain supply-chain finance or trade-credit programs tied to verified logistics data.

Terms, protections and risks

Despite the detailed structure, the transaction remains far from certain. The letter of intent is explicitly nonbinding with respect to completing the merger. The companies must still negotiate and sign a definitive merger agreement, complete due diligence, obtain board approvals and win support from both VerifyMe’s and Open World’s shareholders.

The deal is also subject to SEC review of registration and proxy materials and to Nasdaq’s acceptance of the combined company’s continued listing. The letter of intent allows either party to walk away if closing has not occurred by June 30, 2026, absent a mutually agreed extension.

The document includes a 60-day “no-shop” period in which both sides agree not to solicit alternative transactions, although VerifyMe’s board retains a fiduciary out if it receives what it deems a superior proposal. In some circumstances, the party terminating the discussions would owe the other $400,000 to $500,000 in expense reimbursement.

Open World has also required VerifyMe to deliver at least $1 million in cash at closing, a condition that can be waived. Coverage aligned with Open World has said VerifyMe may be able to pay a one-time special dividend to its stockholders of any cash above that level before the merger closes.

If the deal goes through, VerifyMe’s executives and directors stand to benefit from new employment agreements and accelerated vesting of restricted stock units. The company’s nonemployee directors would see their unvested equity awards fully vest when their successors are elected to the new board.

In its SEC filing, VerifyMe cautioned investors “not to place undue reliance” on forward-looking statements about the proposed merger and said there was “no assurance” that the company would complete the transaction or achieve any of the expected benefits.

A test of tokenization’s next phase

The proposed merger comes as Washington is refining its stance on digital assets. In 2025, Congress passed the GENIUS Act, the first broad federal framework for digital assets and stablecoins, which supporters say has given large financial institutions more confidence to experiment with on-chain products. At the same time, the SEC and other agencies have pursued enforcement actions against certain token offerings and trading platforms they view as violating securities or anti-money-laundering rules.

Regulators will now have to evaluate a structure in which a Cayman-based tokenization firm gains control of a U.S.-listed operating company that serves heavily regulated industries, and which says it wants to work at sovereign and infrastructure scale.

For retail investors who drove VerifyMe’s stock higher on the initial announcement, much remains unknown. Open World is privately held and has not yet published audited financial statements in U.S. markets. The full economics of the combined entity will only become clear if and when a definitive merger agreement and registration statement are filed.

If the deal is completed, VerifyMe would become a test case for whether blockchains can add measurable value to the business of moving and authenticating physical goods — and whether crypto firms can integrate into the public markets through micro-cap partners without repeating past cycles of hype and disappointment.

For now, the most visible change is on trading screens, where a once-quiet logistics stock has been recast, at least in investors’ imaginations, as an early bet on the tokenized supply chains and infrastructure of the future.