OpenWorld shareholders approve new class of 500 million blockchain-based shares
Key Facts
Shareholders holding about 57.57% of OpenWorld’s outstanding common stock approved an amendment to the company’s charter on October 16, 2026, authorizing a new class of blockchain-based common stock. The written consent to create the class, according to the company’s filing with the U.S. Securities and Exchange Commission, does not establish that any shares of this class have been issued. Nor does it establish that a dual listing or trading on the OPEN platform has begun. The amendment sets an authorized ceiling of 500 million shares, with a par value of $0.001 per share. The move follows the company’s statement, when it completed its merger with VerifyMe, that it expected to make the OPEN platform available by November 2026, though the latest filing does not set a new launch date.
The amendment gives the company a “flexible” class that may be issued in one or more series, according to the filing, but does not itself specify how many shares will be issued or when. Shareholder approval of the authorization is also not equivalent to issuing shares, and does not establish that listing procedures have been completed or that trading alongside shares registered on Nasdaq has begun. The filing did not say the blockchain-based shares would avoid diluting existing shareholders’ interests. The approval therefore covers only an amendment to the legal capital structure and the addition of a new class within it. Converting that authorization into traded shares remains a separate step from the approval that was announced.
Once the amendment takes effect, authorized capital will comprise 675 million common shares, 500 million blockchain-based common shares and 75 million preferred shares. The par value of each of the two common share classes is $0.001 per share, according to the filing. The new class therefore adds the legal capacity to issue shares separate from the existing common stock, while the number of shares that will actually be issued remains unspecified in the disclosed information. The filing does not provide a series allocation or the terms that may apply to any future issuance. These figures remain limits on authorized capital once the amendment takes effect, not the proceeds of a new share issuance.
The amended charter does not take effect immediately after the vote; it must be filed with the Nevada Secretary of State, the relevant notice period under Rule 14c-2 must expire, and a definitive information statement must be sent to shareholders. The filing gave no specific date for completing these steps. VerifyMe said in September that the proposed charter amendments were contingent on completion of the merger, before OpenWorld and VerifyMe announced that the merger had closed on October 1. In its announcement that day, the company said the OPEN platform was expected by November 2026. That date was given as an expectation at the merger closing, and the current filing does not confirm that operations have begun or provide an updated date.
OpenWorld’s common shares remain listed on the Nasdaq Capital Market under the ticker OPNW, according to the filing. Figure describes the OPEN platform as a marketplace for blockchain-registered shares that trade through a defined order book using an alternative trading system operated by Figure. Figure said it plans to support two-way exchange between OPEN shares and its Nasdaq-listed shares. This is a mechanism Figure has announced for the platform; the filing does not establish that OpenWorld has begun trading its shares there. Nor does exchangeability guarantee liquidity or regular trading.
VerifyMe described the proposed Figure OPEN listing as complementary to the company’s expected Nasdaq listing and said the platform could allow eligible investors to trade outside traditional market hours. These benefits were presented as expected objectives, not guaranteed outcomes. In an earlier filing, OpenWorld Chief Executive Officer and Chairman Matthew Shaw said public equities should benefit from technological developments transforming financial markets, and that OPEN could give investors greater flexibility in when they trade. At the same time, company documents warned that the tokenized securities market remains nascent and that there is no guarantee a liquid and orderly market will develop or continue. They also cited the possibility of liquidity fragmentation and wider price spreads between tokenized and traditional shares.
OPNW closed at $1.65 on October 23, 2026, down 8.84% for the session, according to available price data. The close came before the approval was announced on October 26, so it does not reflect any subsequent move related to the news. The information provided does not include a share price after the announcement. In September, Nasdaq said the market value of tokenized assets could reach $5.5 trillion by 2030 in its base-case scenario; that is an estimate for the market as a whole, not a forecast specific to an OpenWorld listing. The company’s next step remains tied to completing the conditions for the amendment to take effect and announcing any details on share issuance or availability for trading on OPEN.