Basic Stats
| LEI | 54930048C3BMORBXZM88 |
| CIK | 1566610 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Verb Technology Company, Inc.
SEC Filings (Chronological Order)
This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.
| September 5, 2025 |
As filed with the Securities and Exchange Commission on September 5, 2025 As filed with the Securities and Exchange Commission on September 5, 2025 Registration No. |
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| September 5, 2025 |
Exhibit 107 Calculation of Filing Fee Tables S-3 (Form Type) TON Strategy Company (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities and Carry Forward Securities Security Type Security Class Title Fee Calculation Rule or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Fees to Be Paid Equity Common Stock, par value $0. |
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| September 5, 2025 |
TON Strategy Company Publishes Chairman’s Message, Outlines Growth Strategy and Opportunity Exhibit 99.2 TON Strategy Company Publishes Chairman’s Message, Outlines Growth Strategy and Opportunity ● Video and slides of Executive Chairman Manuel Stotz’s first Chairman’s Message now available online ● Remarks lay out vision to exceed 5% of TON supply, expand staking revenues, and consider pursuing tokenization of the Company’s own stock LAS VEGAS – September 5, 2025 – TON Strategy Company |
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| September 5, 2025 |
Exhibit 99.1 |
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| September 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 5, 2025 TON Strategy Company (Exact Name of Registrant as Specified in Charter) Nevada 001-38834 90-1118043 (State or Other Jurisdiction (Commission (IRS Employer of Incorpo |
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| September 3, 2025 |
TON Strategy Company Approves $250 Million Stock Repurchase Program After Ticker Change Exhibit 99.1 TON Strategy Company Approves $250 Million Stock Repurchase Program After Ticker Change ● Open-ended stock repurchase program unanimously approved by the board ● Aims to create shareholder value by growing Net Asset Value per Share (NAV/share), including in times of heightened volatility LAS VEGAS, September 3, 2025 – TON Strategy Company (formerly Verb Technology Company Inc.) (Nasda |
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| September 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 3, 2025 TON STRATEGY COMPANY (Exact name of registrant as specified in charter) Nevada 001-38834 90-1118043 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| August 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 29, 2025 VERB TECHNOLOGY COMPANY, INC. (Exact name of registrant as specified in charter) Nevada 001-38834 90-1118043 (State or Other Jurisdiction of Incorporation) (Commission |
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| August 29, 2025 |
ARTICLES OF INCORPORATION TON Strategy Company ARTICLE I name Exhibit 3.1 ARTICLES OF INCORPORATION OF TON Strategy Company ARTICLE I name The name of the Corporation is TON Strategy Company (the “Corporation”). ARTICLE II registered office and registered agent The registered office of the Corporation shall be the street address of its registered agent in the State of Nevada. The Corporation may, from time to time, in the manner provided by law, change the r |
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| August 29, 2025 |
AMENDED AND RESTATED TON STRATEGY COMPANY (A Nevada Corporation) ARTICLE 1 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF TON STRATEGY COMPANY (A Nevada Corporation) ARTICLE 1 DEFINITIONS As used in these Bylaws, unless the context otherwise requires, the term: 1.1 “Assistant Chief Financial Officer” means an Assistant Chief Financial Officer of the Corporation. 1.2 “Assistant Secretary” means an Assistant Secretary of the Corporation. 1.3 “Assistant Treasurer” means an Assi |
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| August 29, 2025 |
Verb Technology to Release Chairman’s Message September 5 Following Renaming to TON Strategy Company Exhibit 99.1 Verb Technology to Release Chairman’s Message September 5 Following Renaming to TON Strategy Company LAS VEGAS, August 29, 2025 – Verb Technology Company, Inc. (Nasdaq: VERB) (the “Company”) today announced that it will publish its first “Chairman’s Message” on Friday, September 5, 2025. The message will be released by Manuel Stotz, Executive Chairman of the Board of Directors of the |
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| August 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 28, 2025 Verb Technology Company, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 001-38834 90-1118043 (State or Other Jurisdiction (Commission (IRS Employer of |
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| August 21, 2025 |
Verb Technology Announces $780 Million in Treasury Assets to Advance its TON Treasury Strategy Exhibit 99.1 Verb Technology Announces $780 Million in Treasury Assets to Advance its TON Treasury Strategy LAS VEGAS, August 21, 2025 – Verb Technology Company, Inc. (Nasdaq: VERB) (to be renamed Ton Strategy Company) (the “Company”) today announced treasury assets exceeding $780 million, including $713 million1 of Toncoin ($TON), the native cryptocurrency of The Open Network (“TON”) Blockchain, |
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| August 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 21, 2025 Verb Technology Company, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 001-38834 90-1118043 (State or Other Jurisdiction (Commission (IRS Employer of |
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| August 8, 2025 |
Exhibit 3.3 |
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| August 8, 2025 |
Exhibit 4.1 INDENTURE DATED AS OF , 20 BETWEEN VERB TECHNOLOGY COMPANY, INC. as Issuer, AND as Trustee Providing for Issuance of Debt Securities in Series TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 1.01 Definitions. 1 Section 1.02 Compliance Certificates and Opinions. 6 Section 1.03 Form of Documents Delivered to Trustee. 6 Section 1.04 Acts |
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| August 8, 2025 |
Exhibit 1.2 VERB TECHNOLOGY COMPANY, INC. Shares of Common Stock (par value $0.0001 per share) Controlled Equity OfferingSM Sales Agreement August 8, 2025 Cantor Fitzgerald & Co. 110 East 59th Street New York, NY 10022 Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC 3 Columbus Circle New York, NY 10019 Ladies and Gentlemen: Verb Technology Company, Inc., a Nevada cor |
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| August 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2025 Verb Technology Company, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 001-38834 90-1118043 (State or Other Jurisdiction (Commission (IRS Employer of I |
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| August 8, 2025 |
Exhibit 10.3 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is effective immediately on August 7, 2025 (the “Closing”, or the “Effective Date”), and is entered into by and between Verb Technology Company, Inc. or its successor (the “Company”), and Sarah Olsen (“Employee”) (collectively with the Company, the “Parties”; each of the Parties referred to individually as a “Party”). W |
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| August 8, 2025 |
Exhibit 107 Calculation of Filing Fee Tables S-3 (Form Type) Verb Technology Company, Inc. |
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| August 8, 2025 |
Exhibit 3.4 |
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| August 8, 2025 |
Exhibit 10.1 Execution Version ADVISORY SERVICES AGREEMENT This ADVISORY SERVICES AGREEMENT (this “Agreement”), effective August 7, 2025 (the “Effective Date”), is entered into by and between Verb Technology Company, Inc. (the “Company”), and Kingsway Capital Partners Limited (the “Advisor” and, together with the Company, the “Parties” and each, a “Party”). WHEREAS, the Company desires to expand a |
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| August 8, 2025 |
Exhibit 3.1 |
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| August 8, 2025 |
VERB TECHNOLOGY COMPANY, INC. INDEMNIFICATION AGREEMENT Exhibit 10.4 Execution Version VERB TECHNOLOGY COMPANY, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is made and entered into as of theday of August, 2025, by and between Verb Technology Company, Inc., a Nevada corporation (the “Corporation”), and (“Indemnitee”). WITNESSETH: WHEREAS, Indemnitee is currently serving or is about to begin serving as a director and/ |
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| August 8, 2025 |
Exhibit 10.2 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is effective immediately on August 7, 2025 (the “Closing”, or the “Effective Date”), and is entered into by and between Verb Technology Company, Inc. or its successor (the “Company”), and Veronika Kapustina (“Employee”) (collectively with the Company, the “Parties”; each of the Parties referred to individually as a “Par |
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| August 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2025 Verb Technology Company, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 001-38834 90-1118043 (State or Other Jurisdiction (Commission (IRS Employer of I |
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| August 8, 2025 |
Exhibit 99.1 Verb Technology Company (Nasdaq: VERB) Successfully Closes $558 Million Private Placement to Launch First Publicly Listed TON Treasury Strategy Company, in Partnership with Kingsway Capital Majority of net proceeds from offering will support purchases of Toncoin, the native cryptocurrency of The Open Network (“TON”) blockchain Las Vegas, Nevada, August 8, 2025 - Verb Technology Compan |
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| August 8, 2025 |
Exhibit 3.2 |
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| August 8, 2025 |
As filed with the Securities and Exchange Commission on August 8, 2025 As filed with the Securities and Exchange Commission on August 8, 2025 Registration No. |
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| August 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38834 Verb Technology Compa |
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| August 4, 2025 |
Exhibit 99.2 |
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| August 4, 2025 |
Exhibit 10.1 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on August 3, 2025, by and among Verb Technology Company, Inc., a Nevada corporation (the “Issuer”), VERB Subsidiary 1, Corp., a Nevada corporation and a direct and wholly owned subsidiary of the Issuer (the “Issuer Subsidiary”), VERB Subsidiary 2, Corp., a Nevada corporation and a direct |
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| August 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2025 Verb Technology Company, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 001-38834 90-1118043 (State or Other Jurisdiction (Commission (IRS Employer of I |
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| August 4, 2025 |
Exhibit 99.1 Verb Technology Company (Nasdaq: VERB) Announces Approximately $558 Million Private Placement to Establish First Publicly Listed TON Treasury Strategy Company, in Partnership with Kingsway Capital ● Upsized and oversubscribed PIPE offering by Verb Technology Company Inc. (Nasdaq: VERB) expected to deliver approximately $558 million in gross proceeds ● Company is expected to create the |
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| June 25, 2025 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Defined terms included below have the same meanings as terms defined and included elsewhere in this financial report. Introduction Verb Technology Company Inc. is providing the following unaudited pro forma condensed combined financial information is being presented to reflect the purchase of Lyvecom on April 11, 2025. The p |
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| June 25, 2025 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 25, 2025 (April 11, 2025) VERB TECHNOLOGY COMPANY, INC. (Exact Name of Registrant as Specified in its Charter) Nevada 001-38834 90-1118043 (State or Other Jurisdiction (Commiss |
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| June 25, 2025 |
Exhibit 99.1 LYVECOM INC. FINANCIAL STATEMENTS AS OF MARCH 31, 2025 AND FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024 Contents Page Balance Sheets 1 Statements of Operations 2 Statements of Stockholders’ Deficit 3 Statements of Cash Flows 4 Notes to Financial Statements 5 - 15 LYVECOM INC. BALANCE SHEETS March 31,2025 December 31,2024 ASSETS (unaudited) Restated Current assets Cash $ 4,575 $ |
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| May 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38834 Verb Technology Comp |
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| April 25, 2025 |
Certificate of Designation of Series D Preferred Stock Exhibit 3.1 CERTIFICATE OF DESIGNATIONS OF PREFERENCES AND RIGHTS OF SERIES D PREFERRED STOCK of Verb Technology Company, Inc. a Nevada corporation Pursuant to Section 78.1955 of the Nevada Revised Statutes The undersigned, Rory J. Cutaia, hereby certifies that: 1. He is the duly elected Chief Executive Officer of Verb Technology Company, Inc. a Nevada corporation (“Corporation”). 2. A resolution |
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| April 25, 2025 |
Exhibit 10.1 Securities Purchase Agreement By and Between Streeterville Capital, LLC and Verb Technology Company, Inc. Table of Contents Article I. Definitions and Interpretation 1 Section 1.01 Definitions 1 Section 1.02 Interpretive Provisions. 5 Article II. Purchase and Sale 5 Section 2.01 Shares. 5 Section 2.02 Closing. 5 Section 2.03 Deliverables and Actions at the Closing. 6 Article III. Cond |
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| April 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 22, 2025 Verb Technology Company, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 001-38834 90-1118043 (State or Other Jurisdiction (Commission (IRS Employer of I |
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| April 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 11, 2025 VERB TECHNOLOGY COMPANY, INC. (Exact Name of Registrant as Specified in its Charter) Nevada 001-38834 90-1118043 (State or Other Jurisdiction (Commission (IRS Employer |
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| April 17, 2025 |
Exhibit 10.2 Execution Version Privileged and Confidential STOCK PURCHASE AGREEMENT by and among LYVECOM, INC., a Delaware corporation, MAXWELL DRUT, KRG ENTERTAINMENT LLC, MATTHEW HOBBS, LUKAS NORITZSCH, TROY LESTER and VERB TECHNOLOGY COMPANY INC. Dated as of April 11, 2025 This document is not intended to create nor will it be deemed to create a legally binding or enforceable offer or agreement |
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| April 17, 2025 |
Exhibit 99.1 VERB CLOSES ACQUISITION OF AI VIDEO COMMERCE PLATFORM LYVECOM IN A DEAL VALUED AT UP TO $8.5 MILLION Deal Allows VERB’s MARKET.live To Democratize Social Commerce, Offering Brands and Merchants An AI Powered Omnichannel Livestream Shopping Experience With Full Control Over Audience, Content, And Conversions LAS VEGAS, Nevada and LOS ALAMITOS, California, April 17, 2025 (GLOBE NEWSWIRE |
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| March 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38834 Verb Technology Company, |
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| March 25, 2025 |
Insider Trading Policy, effective 2021 Exhibit 19.1 VERB TECHNOLOGY COMPANY, INC. POLICY ON INSIDER TRADING This Insider Trading Policy describes the standards of Verb Technology Company, Inc. and its subsidiaries (collectively, the “Company”) on trading, and causing the trading of, the Company’s securities or securities of certain other publicly traded companies while in possession of confidential information. This Policy is divided i |
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| March 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 28, 2025 VERB TECHNOLOGY COMPANY, INC. (Exact Name of Registrant as Specified in its Charter) Nevada 001-38834 90-1118043 (State or Other Jurisdiction (Commission (IRS Employ |
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| March 4, 2025 |
Exhibit 10.1 Binding Term Sheet by and among LYVECOM, INC., a Delaware corporation, MAXWELL DRUT, KRG ENTERTAINMENT LLC, MATTHEW HOBBS, LUKAS NORITZCH, TROY LESTER and VERB TECHNOLOGY COMPANY INC. Dated as of February 28, 2025 1 Key Commercial Terms of Agreement This binding Term Sheet is dated as of February 28, 2025 (the “Effective Date”) by and among (i) Verb Technology Company, Inc., a Nevada |
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| March 4, 2025 |
Exhibit 99.1 VERB TO ACQUIRE AI SOCIAL SELLING STARTUP LYVECOM Deal Positions VERB’s MARKET.live As One Of The Industry’s Most Advanced AI-Powered Social Shopping Livestream E-Commerce Platforms LOS ALAMITOS, Calif., March 4, 2025 (GLOBE NEWSWIRE) — Verb Technology Company, Inc. (Nasdaq: VERB) (“VERB” or the “Company”), the technology company behind MARKET.live, a leading livestream social shoppin |
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| December 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VERB TECHNOLOGY COMPANY, INC. (Exact name of Registrant as specified in its charter) Nevada 90-1118043 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 3024 Sierra Juniper Court Las Vegas, Nevada 89138 (855) 2 |
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| December 30, 2024 |
Exhibit 107 Calculation of Filing Fee Table FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Form Type) VERB TECHNOLOGY COMPANY, INC. |
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| November 15, 2024 |
VERB / Verb Technology Company, Inc. / CORSAIR CAPITAL MANAGEMENT, L.P. Passive Investment SC 13G/A 1 verbtech13ga2-11122024.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Verb Technology Company, Inc. (Name of Issuer) Common Stock, $0.0001 Per Share (Title of Class of Securities) 92337U302 (CUSIP Number) November 12, 2024 (Date of Event which Requires Filing of this Statement) Check t |
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| November 5, 2024 |
Exhibit 10.2 CORPORATE ACTION, CHANGE OF CONTROL, AND EXTRAORDINARY PERFORMANCE AGREEMENT THIS AGREEMENT (the “Agreement”) is entered into as of October 31, 2024 (the “Effective Date”), by Verb Technology Company, Inc. (the “Company”) and James Geiskopf (the “Awardee”). Awardee is the Lead Director of the Company. 1. PURPOSE AND INTENT (a) Purpose. The Company establishes this Agreement to institu |
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| November 5, 2024 |
Exhibit 10.1 CORPORATE ACTION, CHANGE OF CONTROL, AND EXTRAORDINARY PERFORMANCE AGREEMENT THIS AGREEMENT (the “Agreement”) is entered into as of October 31, 2024 (the “Effective Date”), by Verb Technology Company, Inc. (the “Company”) and Rory J. Cutaia (the “Awardee”). Awardee is the Founder, Chairman, and CEO of the Company. 1. PURPOSE AND INTENT (a) Purpose. The Company establishes this Agreeme |
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| November 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38834 Verb Technology |
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| October 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 23, 2024 Verb Technology Company, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 001-38834 90-1118043 (State or Other Jurisdiction (Commission (IRS Employer of |
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| October 23, 2024 |
SC 13G/A 1 verbtech13ga1-10232024.htm AMENDMENT NO. 1 TO THE SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Verb Technology Company, Inc. (Name of Issuer) Common Stock, $0.0001 Per Share (Title of Class of Securities) 92337U302 (CUSIP Number) October 21, 2024 (Date of Event which Require |
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| October 16, 2024 |
VERB / Verb Technology Company, Inc. / CORSAIR CAPITAL MANAGEMENT, L.P. Passive Investment SC 13G 1 verbtech13g-10162024.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Verb Technology Company, Inc. (Name of Issuer) Common Stock, $0.0001 Per Share (Title of Class of Securities) 92337U302 (CUSIP Number) October 14, 2024 (Date of Event which Requires Filing of this Statement) Check the app |
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| October 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 11, 2024 Verb Technology Company, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 001-38834 90-1118043 (State or Other Jurisdiction (Commission (IRS Employer of |
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| October 11, 2024 |
Exhibit 99.1 October 10, 2024 VERB Stockholders: I’m Rory J. Cutaia, VERB CEO, and I wanted to take this opportunity to share some information about the Company. Specifically, I want to address the recent reverse stock split, the current share price, the current businesses that comprise the Company, our financial condition, and finally, our future prospects. But first – here’s the headline – as of |
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| October 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 2, 2024 Verb Technology Company, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 001-38834 90-1118043 (State or Other Jurisdiction (Commission (IRS Employer of |
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| September 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 26, 2024 Verb Technology Company, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 001-38834 90-1118043 (State or Other Jurisdiction (Commission (IRS Employer |
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| September 27, 2024 |
Certificate of Amendment to the Articles of Incorporation Exhibit 3.1 |
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| September 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 28, 2024 Verb Technology Company, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 001-38834 90-1118043 (State or Other Jurisdiction (Commission (IRS Employer o |
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| September 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 28, 2024 Verb Technology Company, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 001-38834 90-1118043 (State or Other Jurisdiction (Commission (IRS Employer of |
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| September 3, 2024 |
Verb Technology Company, Inc. 3024 Sierra Juniper Court Las Vegas, Nevada 89138 Verb Technology Company, Inc. 3024 Sierra Juniper Court Las Vegas, Nevada 89138 September 3, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance – Office of Trade & Services 100 F Street, NE Washington, D.D. 20549-3010 Re: Verb Technology Company, Inc. Offering Statement on Form 1-A Filed on May 31, 2024 File No. 024-12442 Dear Sir/Madam; Pursuant to Rule 259(a) |
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| September 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 3, 2024 Verb Technology Company, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 001-38834 90-1118043 (State or Other Jurisdiction (Commission (IRS Employer o |
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| August 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| August 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| August 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38834 Verb Technology Compa |
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| August 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2024 Verb Technology Company, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 001-38834 90-1118043 (State or Other Jurisdiction (Commission (IRS Employer of I |
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| August 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| August 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| June 7, 2024 |
Exhibit 12.1 June 7, 2024 Verb Technology Company, Inc. 3024 Sierra Juniper Court Las Vegas, Nevada 89138 Re: Offering Statement on Form 1-A Ladies and Gentlemen: We have acted as counsel to Verb Technology Company, Inc., a Nevada corporation (the “Company”), in connection with the preparation and filing of an offering statement on Form 1-A (the “Offering Statement”). The Offering Statement covers |
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| June 7, 2024 |
EXPLANATORY NOTE Verb Technology Company, Inc., a Nevada corporation (the “Company”) has prepared this Amendment No. 1 to Form 1-A (“Amendment”) solely for the purpose of filing the Opinion and Consent of Sichenzia Ross Ference Carmel LLP as Exhibits 11.3 and 12.1. Accordingly, this Amendment consists only of this explanatory note, the signature page to the Form 1-A, the exhibit index, and the exh |
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| June 7, 2024 |
VERB TECHNOLOGY COMPANY, INC. 3024 Sierra Juniper Court Las Vegas, Nevada 89138 VERB TECHNOLOGY COMPANY, INC. 3024 Sierra Juniper Court Las Vegas, Nevada 89138 June 7, 2024 VIA EDGAR Office of Trade & Services Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Kate Beukenkamp Re: Verb Technology Company, Inc. (the “Company”) Offering Statement on Form 1-A Filed May 31, 2024 (the “Offering Statement”) Commiss |
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| May 31, 2024 |
PRELIMINARY OFFERING CIRCULAR DATED May 31, 2024 PRELIMINARY OFFERING CIRCULAR DATED May 31, 2024 An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. |
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| May 31, 2024 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 11.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the inclusion in this Registration Statement on Form 1-A of our report dated April 1, 2024, except for Note 17, as to which date is May 31, 2024, with respect to the consolidated financial statements of Verb Technology Company, Inc., included in its Annual Report on Form 10-K for the year ended December 31, |
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| May 31, 2024 |
Consent of Independent Registered Public Accounting Firm Exhibit 11.1 Consent of Independent Registered Public Accounting Firm We consent to the use in this Registration Statement on Form 1-A of our report dated April 17, 2023, which includes an explanatory paragraph regarding the Company’s ability to continue as a going concern, relating to the consolidated financial statements of Verb Technology Company, Inc. as of and for the year ended December 31, |
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| May 10, 2024 |
Exhibit 10.1 Third Amendment to At the Market Issuance Sales Agreement This Third Amendment to At the Market Issuance Sales Agreement (this “Amendment”) is entered into on May 10, 2024 (the “Effective Date”) by and between Ascendiant Capital Markets, LLC (the “Agent”), and Verb Technology Company, Inc. (the “Company”). Defined terms used herein have the definitions assigned to them in the At the M |
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| May 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2024 Verb Technology Company, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 001-38834 90-1118043 (State or Other Jurisdiction (Commission (IRS Employer of Inc |
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| May 10, 2024 |
VERB TECHNOLOGY COMPANY, INC. Up to $12,765,000 COMMON STOCK Filed Pursuant to Rule 424(b)(5) Registration No. 333-264038 SUPPLEMENT NO.3 TO PROSPECTUS SUPPLEMENT DATED DECEMBER 15, 2023 (To Prospectus dated March 31, 2022) VERB TECHNOLOGY COMPANY, INC. Up to $12,765,000 COMMON STOCK This prospectus supplement supplements, modifies and supersedes, only to the extent indicated herein, certain information contained in our prospectus supplement dated December |
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| May 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38834 Verb Technology Comp |
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| May 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2024 Verb Technology Company, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 001-38834 90-1118043 (State or Other Jurisdiction (Commission (IRS Employer of Inco |
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| May 2, 2024 |
Exhibit 99.1 VERB’S HEALTHY BALANCE AND ENHANCED SHAREHOLDER EQUITY BEHIND NASDAQ’S GRANT OF 6-MONTH EXTENSION TO REGAIN COMPLIANCE WITH BID PRICE RULE Fully-Funded Business Plan, Excess Cash On Balance Sheet, Debt Slashed, No Going Concern Opinion, Under-Performing Assets Sold And Restructuring Complete, VERB’s MARKET.live Business Positioned For Success LOS ALAMITOS, Calif. and LAS VEGAS May 2, |
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| April 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2024 Verb Technology Company, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 001-38834 90-1118043 (State or Other Jurisdiction (Commission (IRS Employer of I |
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| April 25, 2024 |
Exhibit 99.1 VERB TECHNOLOGY COMPANY, INC. UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET (in thousands, except share and per share data) March 31, 2024 ASSETS Current assets Cash $ 14,182 Prepaid expenses and other current assets 313 Total current assets 14,495 Capitalized software development costs, net 3,741 ERC receivable 1,528 Property and equipment, net 60 Operating lease right-of-use assets |
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| April 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 8, 2024 Verb Technology Company, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 001-38834 90-1118043 (State or Other Jurisdiction (Commission (IRS Employer of In |
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| April 1, 2024 |
Clawback Policy, effective November 15, 2023 Exhibit 97 VERB TECHNOLOGY COMPANY, INC. CLAWBACK POLICY EFFECTIVE November 15, 2023 1. Purpose. The purpose of this Verb Technology Company, Inc. (the “Company”) Clawback Policy (this “Policy”) is to enable the Company to recover Erroneously Awarded Compensation from Covered Executive Officers in the event that the Company is required to prepare an Accounting Restatement. This Policy is designed |
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| April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38834 Verb Technology Company, |
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| March 29, 2024 |
VERB TECHNOLOGY COMPANY, INC. Up to $9,010,000 COMMON STOCK Filed Pursuant to Rule 424(b)(5) Registration No. 333-264038 SUPPLEMENT NO.2 TO PROSPECTUS SUPPLEMENT DATED DECEMBER 15, 2023 (To Prospectus dated March 31, 2022) VERB TECHNOLOGY COMPANY, INC. Up to $9,010,000 COMMON STOCK This prospectus supplement supplements, modifies and supersedes, only to the extent indicated herein, certain information contained in our prospectus supplement dated December 1 |
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| March 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 29, 2024 Verb Technology Company, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 001-38834 90-1118043 (State or Other Jurisdiction (Commission (IRS Employer of I |
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| March 29, 2024 |
Exhibit 10.1 Second Amendment to At the Market Issuance Sales Agreement This Second Amendment to At the Market Issuance Sales Agreement (this “Amendment”) is entered into on March 29, 2024 (the “Effective Date”) by and between Ascendiant Capital Markets, LLC (the “Agent”), and Verb Technology Company, Inc. (the “Company”). Defined terms used herein have the definitions assigned to them in the At t |
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| March 27, 2024 |
Exhibit 99.1 VERB’s MARKET.live ENTERS INTO FORMAL PARTNERSHIP WITH TIKTOK FOR LIVESTREAM SHOPPING SERVICES MARKET.live’s Official TikTok Shop Partner Designation Underscores A New, Expanded Business Building Relationship LOS ALAMITOS, Calif. and LAS VEGAS, March 27, 2024 (GLOBE NEWSWIRE) — Verb Technology Company, Inc. (Nasdaq: VERB) (“VERB” or the “Company”), the force behind MARKET.live, the po |
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| March 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 27, 2024 Verb Technology Company, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 001-38834 90-1118043 (State or Other Jurisdiction (Commission (IRS Employer of I |
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| March 19, 2024 |
VERB TECHNOLOGY COMPANY, INC. Up to $6,260,000 COMMON STOCK Filed Pursuant to Rule 424(b)(5) Registration No. 333-264038 SUPPLEMENT NO.1 TO PROSPECTUS SUPPLEMENT DATED DECEMBER 15, 2023 (To Prospectus dated March 31, 2022) VERB TECHNOLOGY COMPANY, INC. Up to $6,260,000 COMMON STOCK This prospectus supplement supplements, modifies and supersedes, only to the extent indicated herein, certain information contained in our prospectus supplement dated December 1 |
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| March 19, 2024 |
Exhibit 10.1 First Amendment to At the Market Issuance Sales Agreement This First Amendment to At the Market Issuance Sales Agreement (this “Amendment”) is entered into on March 19, 2024 (the “Effective Date”) by and between Ascendiant Capital Markets, LLC (the “Agent”), and Verb Technology Company, Inc. (the “Company”). Defined terms used herein have the definitions assigned to them in the At the |
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| March 19, 2024 |
Verb Technology Company, Inc. ® 27,397,260 Shares of Common Stock Filed pursuant to Rule 253(g)(3) File No. 024-12400 OFFERING CIRCULAR Verb Technology Company, Inc. ® 27,397,260 Shares of Common Stock By this offering circular (the “Offering Circular”), Verb Technology Company, Inc., a Nevada corporation, is offering on a “best-efforts” basis a maximum of 27,397,260 shares of its common stock, par value $0.0001 per share (the “Offered Shares”), at a fixed price |
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| March 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 19, 2024 Verb Technology Company, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 001-38834 90-1118043 (State or Other Jurisdiction (Commission (IRS Employer of I |
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| March 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 18, 2024 Verb Technology Company, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 001-38834 90-1118043 (State or Other Jurisdiction (Commission (IRS Employer of I |
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| March 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2024 Verb Technology Company, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 001-38834 90-1118043 (State or Other Jurisdiction (Commission (IRS Employer of I |
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| March 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2024 Verb Technology Company, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 001-38834 90-1118043 (State or Other Jurisdiction (Commission (IRS Employer of I |
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| March 15, 2024 |
Exhibit 99.1 VERB’s MARKET.live LAUNCHES FACEBOOK AND INSTAGRAM SOCIAL SHOPPING TECHNOLOGY INTEGRATION New Seamless Native Checkout Process For META Represents Massive Expansion of MARKET.live’s Addressable Audience LOS ALAMITOS, Calif. and LAS VEGAS, March 15, 2024 (GLOBE NEWSWIRE) — Verb Technology Company, Inc. (Nasdaq: VERB) (“VERB” or the “Company”), the force behind MARKET.live, the popular |
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| March 7, 2024 |
VERB TECHNOLOGY COMPANY, INC. 3024 Sierra Juniper Court Las Vegas, Nevada 89138 VERB TECHNOLOGY COMPANY, INC. 3024 Sierra Juniper Court Las Vegas, Nevada 89138 March 7, 2024 VIA EDGAR Office of Trade & Services Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Brian Fetterolf Re: Verb Technology Company, Inc. (the “Company”) Offering Statement on Form 1-A Filed February 14, 2024 (the “Offering Statement”) C |
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| February 23, 2024 |
Exhibit 12.1 February 23, 2024 Verb Technology Company, Inc. 2700 S. Las Vegas Blvd., Suite 2301 Las Vegas, Nevada 89109 Re: Offering Statement on Form 1-A Ladies and Gentlemen: We have acted as counsel to Verb Technology Company, Inc., a Nevada corporation (the “Company”), in connection with the preparation and filing of an offering statement on Form 1-A (the “Offering Statement”). The Offering S |
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| February 23, 2024 |
EXPLANATORY NOTE Verb Technology Company, Inc., a Nevada corporation (the “Company”) has prepared this Amendment No. 1 to Form 1-A (“Amendment”) solely for the purpose of filing the Opinion and Consent of Sichenzia Ross Ference Carmel LLP as Exhibits 11.2 and 12.1. Accordingly, this Amendment consists only of this explanatory note, the signature page to the Form 1-A, the exhibit index, and the exh |
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| February 14, 2024 |
Consent of Independent Registered Public Accounting Firm Exhibit 11.1 Consent of Independent Registered Public Accounting Firm We consent to the use in this Registration Statement on Form 1-A of our report dated April 17, 2023, which includes an explanatory paragraph regarding the Company’s ability to continue as a going concern, relating to the consolidated financial statements of Verb Technology Company, Inc. as of and for the years ended December 31, |
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| February 14, 2024 |
Form of Subscription Agreement Exhibit 4.1 NOTICE TO INVESTORS THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK, SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. INVESTORS SHOULD FURTHER UNDERSTAND THAT THIS INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. THE SECURITIES OFFERED HEREBY HA |
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| February 14, 2024 |
PRELIMINARY OFFERING CIRCULAR DATED FEBRUARY 14, 2024 PRELIMINARY OFFERING CIRCULAR DATED FEBRUARY 14, 2024 An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. |
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| February 5, 2024 |
Exhibit 99.1 VERB TECHNOLOGY COMPANY, INC. CONSOLIDATED UNAUDITED BALANCE SHEET (in thousands, except share and per share data) 2022 ASSETS Current assets Cash $ 4,353 Prepaid expenses and other current assets 331 Total current assets 4,684 Capitalized software development costs, net 3,990 ERC receivable 1,528 Property and equipment, net 43 Operating lease right-of-use assets 218 Intangible assets |
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| February 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 2, 2024 Verb Technology Company, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 001-38834 90-1118043 (State or Other Jurisdiction (Commission (IRS Employer of |
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| January 4, 2024 |
Certificate of Designation of Series C Preferred Stock Exhibit 3.1 CERTIFICATE OF DESIGNATIONS OF PREFERENCES AND RIGHTS OF SERIES C PREFERRED STOCK of Verb Technology Company, Inc. a Nevada corporation Pursuant to Section 78.1955 of the Nevada Revised Statutes The undersigned, Rory J. Cutaia, hereby certifies that: 1. He is the duly elected Chief Executive Officer of Verb Technology Company, Inc. a Nevada corporation (“Corporation”). 2. A resolution |
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| January 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 28, 2023 Verb Technology Company, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 001-38834 90-1118043 (State or Other Jurisdiction (Commission (IRS Employer o |
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| January 4, 2024 |
Exhibit 10.1 Securities Purchase Agreement By and Between Streeterville Capital, LLC and Verb Technology Company, Inc. TABLE OF CONTENTS Article I. Definitions and Interpretation 1 Section 1.01 Definitions 1 Section 1.02 Interpretive Provisions. 5 Article II. Purchase and Sale 5 Section 2.01 Shares. 5 Section 2.02 Shareholder Approval. 5 Section 2.03 Closing. 6 Section 2.04 Deliverables and Action |
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| December 27, 2023 |
VERB’s CEO ADDRESSES STOCKHOLDERS IN YEAR-END LETTER Exhibit 99.1 VERB’s CEO ADDRESSES STOCKHOLDERS IN YEAR-END LETTER Los Alamitos, Calif. and Las Vegas, NV (December 27, 2023) — Verb Technology Company, Inc. (Nasdaq: VERB) (“VERB” or the “Company”), the company behind MARKET.live, the innovative multi-vendor, multi-presenter livestream social shopping platform, announces today that VERB CEO Rory J. Cutaia has issued a year-end letter to its stockh |
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| December 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 27, 2023 Verb Technology Company, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 001-38834 90-1118043 (State or Other Jurisdiction (Commission (IRS Employer o |
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| December 15, 2023 |
Exhibit 1.1 VERB TECHNOLOGY COMPANY, INC. Common Stock (par value $0.0001 per share) At-The-Market Issuance Sales Agreement December 15, 2023 Ascendiant Capital Markets, LLC 110 Front Street, Suite 300 Jupiter, FL 33477 Ladies and Gentlemen: Verb Technology Company, Inc., a Nevada corporation (the “Company”), confirms its agreement (this “Agreement”) with Ascendiant Capital Markets, LLC (the “Agen |
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| December 15, 2023 |
VERB TECHNOLOGY COMPANY, INC. Up to $960,000 COMMON STOCK Filed Pursuant to Rule 424(b)(5) Registration No. 333-264038 PROSPECTUS SUPPLEMENT (To Prospectus dated March 31, 2022) VERB TECHNOLOGY COMPANY, INC. Up to $960,000 COMMON STOCK We have entered into an ATM Sales Agreement (the “Sales Agreement”), with Ascendiant Capital Markets, LLC (the “Sales Agent” or “ACM”) relating to the sale of shares of our common stock, par value $0.0001 per share, offere |
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| December 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 15, 2023 Verb Technology Company, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 001-38834 90-1118043 (State or Other Jurisdiction (Commission (IRS Employer o |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38834 Verb Technology |
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| November 8, 2023 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2023 Verb Technology Company, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 001-38834 90-1118043 (State or Other Jurisdiction (Commission (IRS Employer of |
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| October 17, 2023 |
Promissory Note dated October 11, 2023, issued by Verb Technology Company, Inc. Exhibit 10.2 THIS NOTE (AS DEFINED BELOW) HAS NOT BEEN REGISTERED UNDER THE SECURITES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THIS NOTE MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED UNDER THE SECURITES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES OR BLUE SKY LAWS, PURSUANT TO REGISTRATION OR QUALIFICATION O |
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| October 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 11, 2023 Verb Technology Company, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 001-38834 90-1118043 (State or Other Jurisdiction (Commission (IRS Employer of |
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| October 17, 2023 |
Exhibit 10.1 Note Purchase Agreement This Note Purchase Agreement (this “Agreement”), dated as of October 11, 2023, is entered into by and between Verb Technology Company, Inc., a Nevada corporation (“Company”), and Streeterville Capital, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”). A. Company and Investor are executing and delivering this Agreement in relianc |
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| September 5, 2023 |
US92337U2033 / Verb Technology Co Inc / Streeterville Capital LLC - NONE Passive Investment Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. n/a )* Verb Technology Company, Inc. (Name of Issuer) Common stock, $0.0001 par value (Title of Class of Securities) 92337U203 (CUSIP Number) September 05, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to |
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| August 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 18, 2023 Verb Technology Company, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 001-38834 90-1118043 (State or Other Jurisdiction (Commission (IRS Employer of |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38834 Verb Technology Compa |
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| June 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| June 20, 2023 |
Exhibit 10.1 ASSET PURCHASE AGREEMENT by and between VERB TECHNOLOGY COMPANY, INC., and SW Direct Sales, LLC June 13, 2023 TABLE OF CONTENTS DEFINITIONS 1 Certain Definitions 1 Certain Other Defined Terms 8 SALE AND PURCHASE 9 Transfer of Assets 9 Excluded Assets 9 Assumption of Certain Liabilities and Obligations 10 Excluded Liabilities 10 Certain Tax Matters 10 Consideration 10 Allocation of Con |
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| June 20, 2023 |
VERB SELLS ITS DIRECT SALES BUSINESS ASSETS TO FOCUS ON ITS MARKET.LIVE LIVESTREAM SHOPPING BUSINESS Exhibit 99.1 VERB SELLS ITS DIRECT SALES BUSINESS ASSETS TO FOCUS ON ITS MARKET.LIVE LIVESTREAM SHOPPING BUSINESS NEWPORT BEACH, Calif. and LEHI, UT (June 20, 2023) — Verb Technology Company, Inc. (Nasdaq: VERB) (“VERB” or the “Company”), the leader in interactive video-based sales-enablement applications, including MARKET.live, its livestream social shopping platform, announces today that on June |
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| June 20, 2023 |
Exhibit 99.2 Introducing VERB 2.0 Dear Verb Stockholders On behalf of our Board and our management team, I’d like to take this opportunity to thank you for your patience over the past many months as we worked through a multi-faceted long-range plan we began to develop last year in response to the then current market conditions, as well as the micro and macro-economic conditions we reasonably antic |
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| June 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2023 Verb Technology Company, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 001-38834 90-1118043 (State or Other Jurisdiction (Commission (IRS Employer of In |
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| June 20, 2023 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Defined terms included below have the same meanings as terms defined and included elsewhere in this financial report. Introduction Verb Technology Company Inc. is providing the following unaudited pro forma condensed combined financial information to reflect the sale of all assets that comprised its direct sales and life sci |
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| June 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 30, 2023 Verb Technology Company, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 001-38834 90-1118043 (State or Other Jurisdiction (Commission (IRS Employer of Inc |
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| May 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38834 Verb Technology Comp |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 SEC File Number: 001-38834 CUSIP Number: 92337U203 NOTIFICATION OF LATE FILING (Check one) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For period ended March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the transition period ended Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
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| April 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 18, 2023 Verb Technology Company, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 001-38834 90-1118043 (State or Other Jurisdiction (Commission (IRS Employer of I |
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| April 21, 2023 |
Letter of Weinberg & Company, P.A. dated April 21, 2023 Exhibit 16.1 April 21, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7561 Ladies and Gentlemen: We have read Verb Technology Company, Inc.’s statements included under Item 4.01 of its Form 8-K dated April 21, 2023, and we agree with such statements, except we are not in a position to agree or disagree with Verb Technology Company, Inc.’s statement that the Audit |
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| April 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 17, 2023 Verb Technology Company, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 001-38834 90-1118043 (State or Other Jurisdiction (Commission (IRS Employer of I |
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| April 18, 2023 |
VERB Announces Stockholder Approved Reverse Split Exhibit 99.1 VERB Announces Stockholder Approved Reverse Split Stockholders Vote Overwhelmingly (84.16%) in Favor of Reverse Stock Split NEWPORT BEACH, Calif. and SALT LAKE CITY, April 18, 2023 (GLOBE NEWSWIRE) — Verb Technology Company, Inc. (Nasdaq: VERB) (“VERB” or the “Company”), the leader in interactive video-based sales-enablement applications, including MARKET.live, its livestream social s |
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| April 18, 2023 |
Certificate of Amendment to the Articles of Incorporation dated April 17, 2023 Exhibit 3.1 CERTIFICATE OF AMENDMENT to the ARTICLES OF INCORPORATION of VERB TECHNOLOGY COMPANY, INC. VERB TECHNOLOGY COMPANY, INC., a corporation organized and existing under the General Corporation Law of the State of Nevada (the “Corporation”), does hereby certify as follows: FIRST: The name of the Corporation is Verb Technology Company, Inc. The Corporation’s articles of incorporation was fil |
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| April 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38834 Verb Technology Company, |
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| April 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 10, 2023 Verb Technology Company, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 001-38834 90-1118043 (State or Other Jurisdiction (Commission (IRS Employer of I |
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| March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 SEC File Number: 001-38834 CUSIP Number: 92337U104 NOTIFICATION OF LATE FILING (Check one) ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For period ended December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the transition period ended Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
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| February 28, 2023 |
Amendment to 2019 Stock Incentive Compensation Plan UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| February 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 17, 2023 Verb Technology Company, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 001-38834 90-1118043 (State or Other Jurisdiction (Commission (IRS Employer o |
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| February 24, 2023 |
Certificate of Designation of Series B Preferred Stock, dated February 17, 2023 Exhibit 3.1 VERB TECHNOLOGY COMPANY, INC. CERTIFICATE OF DESIGNATION OF SERIES B PREFERRED STOCK Pursuant to Section 78.1955 of the Nevada Revised Statutes THE UNDERSIGNED DOES HEREBY CERTIFY, on behalf of Verb Technology Company, Inc., a Nevada corporation (the “Corporation”), that the following resolution was duly adopted by the board of directors of the Corporation (the “Board of Directors”), i |
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| February 24, 2023 |
Exhibit 10.1 Verb Technology Company, Inc. Series B Preferred Stock SUBSCRIPTION AND INVESTMENT REPRESENTATION AGREEMENT THIS AGREEMENT, dated as of February 17, 2023, is by and between Verb Technology Company, Inc., a Nevada corporation (the “Company”), and the undersigned subscriber (the “Subscriber”). In consideration of the mutual promises contained herein, and other good, valuable and adequat |
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| February 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| February 13, 2023 |
VERB / Verb Technology Company Inc / Ault Global Holdings, Inc. - AMENDMENT NO. 1 Passive Investment SC 13G/A 1 r210234sc13ga1.htm AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b) (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1)1 Verb Technology Company, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities |
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| January 31, 2023 |
Termination of a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 26, 2023 Verb Technology Company, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 001-38834 90-1118043 (State or Other Jurisdiction (Commission (IRS Employer of |
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| January 31, 2023 |
VERB Pays Off Senior Secured Debt and Cancels Equity Line of Credit Exhibit 99.1 VERB Pays Off Senior Secured Debt and Cancels Equity Line of Credit NEWPORT BEACH, Calif. and LEHI, Utah, Jan. 26, 2023 (GLOBE NEWSWIRE) — Verb Technology Company, Inc. (Nasdaq: VERB) (“VERB” or the “Company”), the leader in interactive video-based sales-enablement applications, including shoppable livestream video, announces today that it has paid off its senior secured convertible d |
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| January 26, 2023 |
Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 24, 2023 Verb Technology Company, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 001-38834 90-1118043 (State or Other Jurisdiction (Commission (IRS Employer of |
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| January 26, 2023 |
Verb Technology Company, Inc. Prices $7.2 Million Underwritten Public Offering of Common Stock Exhibit 99.1 Verb Technology Company, Inc. Prices $7.2 Million Underwritten Public Offering of Common Stock NEWPORT BEACH, Calif. and LEHI, Utah, Jan. 24, 2023, (GLOBE NEWSWIRE) – Verb Technology Company, Inc. (NASDAQ: VERB) (“VERB” or the “Company”), the leader in interactive video-based sales-enablement applications, including shoppable livestream video, today announced the pricing of an underwr |
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| January 26, 2023 |
Underwriting Agreement, dated January 24, 2023, by and between the Company and Aegis Capital Corp Exhibit 1.1 VERB TECHNOLOGY COMPANY, INC. UNDERWRITING AGREEMENT New York, New York January 24, 2023 Aegis Capital Corp. 1345 Avenue of the Americas, 27th Floor New York, New York 10015 Ladies and Gentlemen: The undersigned, Verb Technology Company, Inc., a Nevada corporation (collectively with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration |
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| January 26, 2023 |
Verb Technology Company, Inc. Closes $7.2 Million Underwritten Public Offering of Common Stock EX-99.2 5 ex99-2.htm Exhibit 99.2 Verb Technology Company, Inc. Closes $7.2 Million Underwritten Public Offering of Common Stock NEWPORT BEACH, Calif. and LEHI, Utah, Jan. 26, 2023 (GLOBE NEWSWIRE) — Verb Technology Company, Inc. (NASDAQ: VERB) (“VERB” or the “Company”), the leader in interactive video-based sales-enablement applications, including shoppable livestream video, announced the closing |
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| January 25, 2023 |
36,051,000 Shares of Common Stock As filed pursuant to Rule 424(b)(5) Registration No. 333-264038 PROSPECTUS SUPPLEMENT (to Prospectus dated April 14, 2022) 36,051,000 Shares of Common Stock Verb Technology Company, Inc. is offering 36,051,000 shares of its common stock pursuant to this prospectus supplement and the accompanying prospectus. Each share of common stock is being sold at a price of $0.20. Our common stock is quoted on |
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| January 24, 2023 |
SUBJECT TO COMPLETION Preliminary Prospectus Supplement dated January 24, 2023 As filed pursuant to Rule 424(b)(5) Registration No. 333-264038 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are part of an effective registration statement filed with the Securities and Exchange Commission under the Securities Act of 1933. This preliminary prospectus supplement |
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| January 9, 2023 |
Exhibit 99.1 Dear Verb Shareholders, As we begin the new year, many of us look back on 2022 with a mixed sense of disbelief and bewilderment. War, insurrection, pandemic, border crisis, inflation, recession. These are the day after day headlines that sound more like the exclusionary clause of uncovered risks in an insurance policy than actual real-world events – especially since they are all occur |
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| January 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 6, 2023 Verb Technology Company, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 001-38834 90-1118043 (State or Other Jurisdiction (Commission (IRS Employer of |
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| November 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 17, 2022 Verb Technology Company, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 001-38834 90-1118043 (State or Other Jurisdiction (Commission (IRS Employer o |
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| November 18, 2022 |
VERB Files Third Quarter 10-Q Comprehensive Earnings Call Preview Highlights: Exhibit 99.1 VERB Files Third Quarter 10-Q Comprehensive Earnings Call Preview Highlights: ● $9 million in new gross proceeds from recent financings extends runway, $5 million of which from unsecured, non-dilutive, 18-month, non-convertible, 9% fixed interest loan; ● Massive cost-cutting measures recently completed reduces monthly operating costs, plus senior executives and Board accept 25% reduct |
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| November 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2022 Verb Technology Company, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 001-38834 90-1118043 (State or Other Jurisdiction of Incorporation) (Commissi |
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| November 18, 2022 |
C O R P O R A T E P A R T I C I P A N T S Exhibit 99.2 C O R P O R A T E P A R T I C I P A N T S Rory J. Cutaia, Chief Executive Officer Salman Khan, Chief Financial Officer C O N F E R E N C E C A L L P A R T I C I P A N T S Brian Kinstlinger, Alliance Global Ed Woo, Ascendiant Capital Martin Saltzman, AFM Investments P R E S E N T A T I O N Operator Good afternoon, and welcome to the Third Quarter 2022 Financial Results Conference Call |
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| November 14, 2022 |
Promissory Note, dated November 7, 2022, issued by Verb Technology Company, Inc. Exhibit 10.2 THIS NOTE (AS DEFINED BELOW) HAS NOT BEEN REGISTERED UNDER THE SECURITES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THIS NOTE MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED UNDER THE SECURITES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES OR BLUE SKY LAWS, PURSUANT TO REGISTRATION OR QUALIFICATION O |
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| November 14, 2022 |
Exhibit 10.1 Note Purchase Agreement This Note Purchase Agreement (this ?Agreement?), dated as of November 7, 2022, is entered into by and between Verb Technology Company, Inc., a Nevada corporation (?Company?), and Streeterville Capital, LLC, a Utah limited liability company, its successors and/or assigns (?Investor?). A. Company and Investor are executing and delivering this Agreement in relianc |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38834 Verb Technology |
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| October 28, 2022 |
VERB TECHNOLOGY COMPANY, INC. ANNOUNCES $4.0 MILLION REGISTERED DIRECT OFFERING Exhibit 99.1 VERB TECHNOLOGY COMPANY, INC. ANNOUNCES $4.0 MILLION REGISTERED DIRECT OFFERING NEWPORT BEACH, Calif. and LEHI, Utah, October 26, 2022 (GLOBE NEWSWIRE) – Verb Technology Company, Inc. (Nasdaq: VERB) (“VERB” or the “Company”), a leader in interactive video-based sales enablement applications, including shoppable livestream, today announced it has entered into securities purchase agreem |
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| October 28, 2022 |
Filed Pursuant to Rule 424(b)(5) Registration No. 333-264038 PROSPECTUS SUPPLEMENT (To Prospectus dated March 31, 2022) VERB TECHNOLOGY COMPANY, INC. 12,500,000 Shares of Common Stock, Warrants to Purchase up to 12,500,000 Shares of Common Stock, and the Shares of Common Stock Underlying the Warrants Pursuant to this prospectus supplement and the accompanying base prospectus, we are offering (i) 1 |
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| October 28, 2022 |
Form of Common Stock Purchase Warrant Exhibit 4.1 FORM OF COMMON STOCK PURCHASE WARRANT Verb Technology Company, Inc. Warrant Shares: [] Initial Exercise Date: April [], 2023 Issue Date: October [], 2022 THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, [] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, |
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| October 28, 2022 |
Form of Securities Purchase Agreement Exhibit 10.1 Form Of SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of October 25, 2022 and is between Verb Technology Company, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the |
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| October 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2022 Verb Technology Company, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 001-38834 90-1118043 (State or Other Jurisdiction (Commission (IRS Employer of |
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| October 28, 2022 |
Placement Agency Agreement, dated October 25, 2022. Exhibit 1.1 October 25, 2022 Verb Technology Company, Inc. 3401 North Thanksgiving Way Suite 240 Lehi, Utah 84043 United States Attention: Rory Cutaia, Chairman, Chief Executive Officer, President and Secretary Dear Mr. Cutaia: This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners (the “Placement Agent”) and Verb Technology Company, Inc., a Nevada corporat |
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| October 24, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 21, 2022 Verb Technology Company, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 001-38834 90-1118043 (State or Other Jurisdiction (Commission (IRS Employer of |
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| September 6, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| September 6, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| August 18, 2022 |
C O R P O R A T E P A R T I C I P A N T S Exhibit 99.2 1 C O R P O R A T E P A R T I C I P A N T S Rory J. Cutaia, Founder, President, and Chief Executive Officer Salman Khan, Chief Financial Officer C O N F E R E N C E C A L L P A R T I C I P A N T S Brian Kinstlinger, Alliance Global Partners Martin Saltzman, AFM Investments Edward Woo, Ascendiant Capital P R E S E N T A T I O N Operator Good afternoon and welcome to the Second Quarter |
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| August 18, 2022 |
Exhibit 99.1 VERB Extends Year Over Year SaaS Revenue Growth Delivers On Promise To Reduce R&D Expenses ? Cut by 57% Q2 2022 SaaS Recurring Revenue Up 23% Over Q2 2021 Q2 2022 Gross Margin Up 23% Over Q2 2021 Successful MARKET.live launch and SHOPFEST in July 2022 ? Second quarter 2022 SaaS recurring revenue up 23% over prior year comparable quarter ? Second quarter 2022 gross profit margin up 23% |
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| August 18, 2022 |
Results of Operations and Financial Condition, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2022 Verb Technology Company, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 001-38834 90-1118043 (State or Other Jurisdiction of Incorporation) (Commission |
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| August 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38834 Verb Technology Compa |
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| May 19, 2022 |
Results of Operations and Financial Condition, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2022 Verb Technology Company, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 001-38834 90-1118043 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| May 19, 2022 |
Exhibit 99.1 VERB Publishes Management’s Prepared Remarks During First Quarter 2022 Earnings Call Q1 2022 SaaS Recurring Revenue Up 37% Over Q1 2021 Q1 2022 Gross Profit Up 31% Over Q1 2021 R&D Operational Costs Cut 45% from Q1 2021 MARKET LIVESTREAM SHOPPING FESTIVAL DATES SET – JULY 26, 27 & 28 ● First quarter 2022 SaaS recurring revenue up 37% over prior year comparable quarter ● First quarter |
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| May 19, 2022 |
Verb Technology Company, Inc. First Quarter 2022 Earnings Call May 16, 2022 Exhibit 99.2 Verb Technology Company, Inc. First Quarter 2022 Earnings Call May 16, 2022 Verb Technology Company, Inc. ? First Quarter 2022 Earnings Call, May 16, 2022 C O R P O R A T E P A R T I C I P A N T S Rory J Cutaia, Chief Executive Officer Salman Khan, Chief Financial Officer C O N F E R E N C E C A L L P A R T I C I P A N T S Martin Saltzman, AFM Investments, Inc. Brian Kinstlinger, Alli |
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| May 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38834 Verb Technology Comp |
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| May 6, 2022 |
VERB / Verb Technology Company Inc / Ault Global Holdings, Inc. Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b) (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. |
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| May 6, 2022 |
Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that statements on Schedules 13G and/or 13D and Forms 3, 4 and 5 with respect to the securities of Verb Technology Company, Inc. and any amendments thereto signed by each of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) promulgated under the Secu |
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| April 22, 2022 |
Form of Securities Purchase Agreement Exhibit 10.1 FORM OF SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of April 20, 2022 and is between Verb Technology Company, Inc., a Nevada corporation (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively the ?Purchasers?). WHEREAS, subject to the te |
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| April 22, 2022 |
Exhibit 99.1 VERB TECHNOLOGY COMPANY, INC. ANNOUNCES $11.0 MILLION REGISTERED DIRECT OFFERING PRICED AT-THE-MARKET NEWPORT BEACH, Calif. and SALT LAKE CITY, Utah, April 21, 2022 (GLOBE NEWSWIRE) ? Verb Technology Company, Inc. (Nasdaq: VERB) (?VERB? or the ?Company?), a leader in interactive video-based sales enablement applications, including shoppable livestream, today announced it has entered i |
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| April 22, 2022 |
Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 20, 2022 Verb Technology Company, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 001-38834 90-1118043 (State or Other Jurisdiction (Commission (IRS Employer of I |
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| April 22, 2022 |
Placement Agency Agreement, dated April 20, 2022 Exhibit 1.1 April 20, 2022 Verb Technology Company, Inc. 2210 Newport Blvd. Suite 200 Newport Beach, California 92663 United States Attention: Rory Cutaia, Chairman, Chief Executive Officer and President To Whom It May Concern: This letter (the ?Agreement?) constitutes the agreement between A.G.P./Alliance Global Partners (the ?Placement Agent?) and Verb Technology Company, Inc., a Nevada corporat |
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| April 22, 2022 |
Filed Pursuant to Rule 424(b)(5) Registration No. 333-264038 PROSPECTUS SUPPLEMENT (To Prospectus dated March 31, 2022) VERB TECHNOLOGY COMPANY, INC. 14,666,667 Shares of Common Stock Warrants to Purchase up to 14,666,667 Shares of Common Stock and the Shares of Common Stock Underlying the Warrants Pursuant to this prospectus supplement and the accompanying base prospectus, we are offering (i) 14, |
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| April 22, 2022 |
Form of Common Stock Purchase Warrant Exhibit 4.1 FORM OF COMMON STOCK PURCHASE WARRANT Verb Technology Company, Inc. Warrant Shares: Initial Exercise Date: October 25, 2022 Issue Date: April 25, 2022 THIS COMMON STOCK PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any |
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| April 13, 2022 |
Verb Technology Company, Inc. 782 South Auto Mall Drive American Fork, Utah 84003 April 13, 2022 CORRESP 1 filename1.htm Verb Technology Company, Inc. 782 South Auto Mall Drive American Fork, Utah 84003 April 13, 2022 SUBMITTED VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Mr. Daniel Morris Re: Verb Technology Company, Inc. Acceleration Request Registration Statement on Form S-3 Filed March 31, 2022 File No. 3 |
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| April 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38834 Verb |
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| April 1, 2022 |
Results of Operations and Financial Condition, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2022 Verb Technology Company, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 001-38834 90-1118043 (State or Other Jurisdiction of Incorporation) (Commission |
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| April 1, 2022 |
Exhibit 99.1 VERB Reports Record-Breaking Q4 2021 SaaS Revenue Q4 2021 SaaS Recurring Revenue Up 47% Over Q4 2020 FY 2021 SaaS Recurring Revenue Up 34% Over FY 2020 ? Fourth quarter 2021 SaaS recurring revenue up by 47% over previous year ? Fourth quarter 2021 total digital revenue up by 45% over previous year ? Full-year SaaS recurring revenue up by 34% over previous year ? Full-year total digita |
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| April 1, 2022 |
Verb Technology Company, Inc. – Fourth Quarter and Full Year 2021 Earnings Call, March 31, 2022 EX-99.2 3 ex99-2.htm Exhibit 99.2 Verb Technology Company, Inc. – Fourth Quarter and Full Year 2021 Earnings Call, March 31, 2022 C O R P O R A T E P A R T I C I P A N T S Rory J. Cutaia, CEO Salman Khan, CFO C O N F E R E N C E C A L L P A R T I C I P A N T S Ed Woo, Ascendiant Capital Martin Saltzman, AFM Investments P R E S E N T A T I O N Operator Good afternoon, and welcome to the Full Year a |
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| March 31, 2022 |
CALCULATION OF REGISTRATION FEE CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered(1) Proposed Maximum Offering Price Per Security(1)(2) Proposed Maximum Aggregate Offering Price(1)(2) Amount of Registration Fee(3) Common stock, $0. |
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| March 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38834 Verb Technology Company, |
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| March 31, 2022 |
EXHIBIT 4.3 VERB TECHNOLOGY COMPANY, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [?], 20 Debt Securities ARTICLE 1 DEFINITIONS 2 Section 1.01 Definitions of Terms 2 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 6 Section 2.01 Designation and Terms of Securities 6 Section 2.02 Form of Securities and Trustee?s Certificate 8 Section 2.03 Denomin |
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| March 31, 2022 |
As filed with the Securities and Exchange Commission on March 31, 2022 As filed with the Securities and Exchange Commission on March 31, 2022 Registration No. |
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| February 10, 2022 |
Filed Pursuant to Rule 424(b)(5) Registration No. 333-252167 Registration No. 333-262132 SUPPLEMENT NO. 1 TO PROSPECTUS SUPPLEMENT DATED JANUARY 13, 2022 (To Prospectus dated January 22, 2021) VERB TECHNOLOGY COMPANY, INC. This Supplement No. 1 to Prospectus Supplement (this “Supplement”) supplements and amends the Prospectus Supplement dated January 13, 2022 (the “Prospectus Supplement”) filed pu |
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| February 10, 2022 |
Filed Pursuant to Rule 424(b)(5) Registration No. 333-252167 Registration No. 333-262132 SUPPLEMENT NO. 1 TO PROSPECTUS SUPPLEMENT DATED JANUARY 13, 2022 (To Prospectus dated January 22, 2021) VERB TECHNOLOGY COMPANY, INC. This Supplement No. 1 to Prospectus Supplement (this ?Supplement?) supplements and amends the Prospectus Supplement dated January 13, 2022 (the ?Prospectus Supplement?) filed pu |
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| January 24, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 20, 2022 Verb Technology Company, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 001-38834 90-1118043 (State or Other Jurisdiction of Incorporation) (Commissio |
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| January 14, 2022 |
424B5 1 form424b5.htm Filed Pursuant to Rule 424(b)(5) Registration No. 333-252167 PROSPECTUS SUPPLEMENT (To Prospectus dated January 22, 2021) VERB TECHNOLOGY COMPANY, INC. Up to $50,000,000 in Shares of Common Stock $6,300,000 Convertible Notes Due 2023 Shares of Common Stock Issuable Upon Conversion of the Convertible Notes Due 2023 We are offering pursuant to this prospectus supplement and the |
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| January 13, 2022 |
Form of Convertible Note due 2023 Exhibit 10.3 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR |
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| January 13, 2022 |
Exhibit 10.1 EXECUTION VERSION COMMON STOCK PURCHASE AGREEMENT Dated as of JANUARY 12, 2021 by and between VERB TECHNOLOGY COMPANY, INC. and TUMIM STONE CAPITAL, LLC table of contents ARTICLE I PURCHASE AND SALE OF COMMON STOCK 1 Section 1.1 Purchase and Sale of Stock 1 Section 1.2 Commencement Date; Settlement Dates 1 Section 1.3 Reservation of Common Stock 2 Section 1.4 Current Report; Prospectu |
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| January 13, 2022 |
Exhibit 10.4 SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of January 12, 2022 (this ?Agreement?), is among VERB Technology Company, Inc. (the ?Company? or ?Debtor?) and the holders of the Notes (as defined herein) signatory hereto, their endorsees, transferees and assigns (collectively, the ?Secured Parties?). WITNESSETH: WHEREAS, the Company has issued to the Secured Parties the Company?s |
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| January 13, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 12, 2022 Commission File Number: 001-38834 Verb Technology Company, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 90-1118043 (State ? (IRS Employer of Incorpo |
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| January 13, 2022 |
Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of January 12, 2022, is by and among VERB Technology Company, Inc., a Nevada corporation with offices located at 782 S. Auto Mall Drive, American Fork, Utah (the ?Company?), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a ?Buyer? and collectively, th |
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| January 12, 2022 |
As filed with the Securities and Exchange Commission on January 12, 2022 As filed with the Securities and Exchange Commission on January 12, 2022 Registration No. |
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| January 10, 2022 |
424B5 1 form424b5.htm Filed Pursuant to Rule 424(b)(5) Registration No. 333-252167 SUPPLEMENT NO. 1 TO PROSPECTUS SUPPLEMENT DATED NOVEMBER 16, 2021 (To Prospectus dated January 22, 2021) VERB TECHNOLOGY COMPANY, INC. This Supplement No. 1 to Prospectus Supplement (this “Supplement”) supplements and amends the Prospectus Supplement dated November 16, 2021 (the “Prospectus Supplement”). This Supple |
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| November 17, 2021 |
VERB Reports Record Third Quarter 2021 Results – Digital Revenue Up 30% Over Q2 2021 Exhibit 99.1 VERB Reports Record Third Quarter 2021 Results – Digital Revenue Up 30% Over Q2 2021 ● New Client SaaS Contracts Executed in Q3 2021 Represent the Highest Base Contract Revenue Ever Produced in a Single Quarter in Company History ● Total Digital Revenue Recognized in Q3 Increased 30% over Prior Quarter, and Now Represents 81% of Total Revenue, Up from 64% Last Year ● SaaS Recurring Re |
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| November 17, 2021 |
Results of Operations and Financial Condition, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2021 Verb Technology Company, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 001-38834 90-1118043 (State or Other Jurisdiction of Incorporation) (Commissi |
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| November 17, 2021 |
C O R P O R A T E P A R T I C I P A N T S Exhibit 99.2 C O R P O R A T E P A R T I C I P A N T S Rory Cutaia, Founder, Chairman, President, CEO & Secretary Jeff Clayborne, Chief Financial Officer & Treasurer C O N F E R E N C E C A L L P A R T I C I P A N T S Brian Kinstlinger, Alliance Global Partners Ed Woo, Ascendiant Capital Markets Martin Saltzman, AFM Investments P R E S E N T A T I O N Operator Good afternoon, and welcome to the Th |
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| November 16, 2021 |
VERB TECHNOLOGY COMPANY, INC. Up to $30,000,000 of Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-252167 PROSPECTUS SUPPLEMENT (To Prospectus dated January 22, 2021) VERB TECHNOLOGY COMPANY, INC. Up to $30,000,000 of Common Stock Verb Technology Company, Inc. has entered into an At-The-Market Issuance Sales Agreement (the ?Sales Agreement?) with Truist Securities, Inc. (the ?Sales Agent?) relating to the offer and sale of up to $30,000,000 |
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| November 16, 2021 |
Exhibit 1.1 VERB TECHNOLOGY COMPANY, INC. Common Stock (par value $0.0001 per share) At-The-Market Issuance Sales Agreement November 16, 2021 Truist Securities, Inc. 3333 Peachtree Road NE, 11th Floor Atlanta, Georgia 30326 Ladies and Gentlemen: Verb Technology Company, Inc., a Nevada corporation (the “Company”), confirms its agreement (this “Agreement”) with Truist Securities, Inc. (the “Agent”), |
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| November 16, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 16, 2021 Verb Technology Company, Inc. |
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| November 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38834 Verb Technology |
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| October 22, 2021 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 22, 2021 Verb Technology Company, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 001-38834 90-1118043 (State or Other Jurisdiction (Commission (IRS Employer of |
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| October 4, 2021 |
Termination of a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 4, 2021 Verb Technology Company, Inc. |
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| September 3, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| August 20, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 20, 2021 Verb Technology Company, Inc. |
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| August 20, 2021 |
EX-1.1 2 ex1-1.htm Exhibit 1.1 VERB TECHNOLOGY COMPANY, INC. Common Stock (par value $0.0001 per share) At-The-Market Issuance Sales Agreement August 20, 2021 Truist Securities, Inc. 3333 Peachtree Road NE, 11th Floor Atlanta, Georgia 30326 Ladies and Gentlemen: Verb Technology Company, Inc., a Nevada corporation (the “Company”), confirms its agreement (this “Agreement”) with Truist Securities, In |
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| August 20, 2021 |
VERB TECHNOLOGY COMPANY, INC. Up to $18,000,000 of Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-252167 PROSPECTUS SUPPLEMENT (To Prospectus dated January 22, 2021) VERB TECHNOLOGY COMPANY, INC. Up to $18,000,000 of Common Stock Verb Technology Company, Inc. has entered into an At-The-Market Issuance Sales Agreement (the “Sales Agreement”) with Truist Securities, Inc. (the “Sales Agent”) relating to the offer and sale of up to $18,000,000 |
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| August 18, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 16, 2021 Verb Technology Company, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 001-38834 90-1118043 (State or Other Jurisdiction of Incorporation) (Commission |
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| August 18, 2021 |
EX-99.1 2 ex99-1.htm Exhibit 99.1 VERB Continues SaaS Recurring Revenue Growth Year-Over-Year and Quarter-Over-Quarter in Q2 2021 Filing ● SaaS recurring revenue grew 26% year over year and 10% sequentially ● 3 New ‘Hyper Growth’ Products released in Q2 including: ○ verbMAIL video email solution for Microsoft Outlook – Gmail version coming ○ powerful Attribution feature added to verbLIVE creating |
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| August 18, 2021 |
C O R P O R A T E P A R T I C I P A N T S Exhibit 99.2 C O R P O R A T E P A R T I C I P A N T S Rory J. Cutaia, CEO Jeff Clayborne, CFO C O N F E R E N C E C A L L P A R T I C I P A N T S Brian Kinstlinger, Alliance Global Partners Ed Woo, Ascendiant Capital P R E S E N T A T I O N Operator Good afternoon, and welcome to the Second Quarter 2021 Financial Results Conference Call for Verb Technology Company Incorporated. Please be advised |
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| August 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38834 Verb Techn |
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| August 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2021 Verb Technology Company, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 001-38834 90-1118043 (State or Other Jurisdiction (Commission (IRS Employer of I |
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| June 4, 2021 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2021 Verb Technology Company, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 001-38834 90-1118043 (State or Other Jurisdiction (Commission (IRS Employer of Inc |
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| June 4, 2021 |
VERB TECHNOLOGY COMPANY, INC. 600,000 Shares of Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-252167 PROSPECTUS SUPPLEMENT (To Prospectus dated January 22, 2021) VERB TECHNOLOGY COMPANY, INC. 600,000 Shares of Common Stock We are offering 600,000 shares of our common stock, pursuant to this prospectus supplement and the accompanying prospectus, and that certain Confidential Settlement Agreement and Mutual Release, or the Settlement Agre |
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| May 17, 2021 |
Exhibit 99.2 CORPORATE PARTICIPANTS Rory J. Cutaia, Chief Executive Officer Jeff Clayborne, Chief Financial Officer CONFERENCE CALL PARTICIPANTS Brian Kinstlinger, Alliance Global Partners Martin Saltzman, AFM Investments PRESENTATION Operator Good afternoon and welcome to the First Quarter 2021 Financial Results Conference Call for VERB Technology Company, Inc. At this time, all participants are |
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| May 17, 2021 |
VERB Beats Guidance - Reports Strong SaaS Recurring Revenue Growth for First Quarter 2021 Exhibit 99.1 VERB Beats Guidance - Reports Strong SaaS Recurring Revenue Growth for First Quarter 2021 ? SaaS recurring revenue up 38% year over year and 12% sequentially ? Total digital revenue up 24% year over year and 18% sequentially ? $15.0M gross proceeds from registered direct offering of straight common shares closed in March 2021 ? Microsoft Outlook integration now in public beta testing; |
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| May 17, 2021 |
Results of Operations and Financial Condition, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2021 Verb Technology Company, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 001-38834 90-1118043 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| May 13, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38834 Verb |
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| April 30, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 28, 2021 Verb Technology Company, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 001-38834 90-1118043 (State or Other Jurisdiction of Incorporation) (Commission |
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| April 26, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2021 Verb Technology Company, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 001-38834 90-1118043 (State or Other Jurisdiction of Incorporation) (Commission |
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| April 26, 2021 |
Exhibit 99.1 Verb Technology Highlights Strong Start to 2021 and Growth Potential of its Livestream eCommerce App Platform in April 2021 Shareholder Letter ? Q1 2021 unaudited projected results indicate more than 30% SaaS recurring revenue growth year over year ? Microsoft Outlook integration with VERB?s interactive video sales technology now in public beta testing, with imminent commercial releas |
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| April 1, 2021 |
Exhibit 99.2 CORPORATE PARTICIPANTS Rory J. Cutaia, Founder, President, Chief Executive Officer and Chairman of the Board Jeff Clayborne, Chief Financial Officer CONFERENCE CALL PARTICIPANTS Brian Kinstlinger, Alliance Global Partners PRESENTATION Operator Good afternoon, and welcome to the Fourth Quarter 2020 and Fiscal 2020 Financial Results Conference Call for VERB Technology Company, Inc. At t |
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| April 1, 2021 |
Results of Operations and Financial Condition, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2021 Verb Technology Company, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 001-38834 90-1118043 (State or Other Jurisdiction of Incorporation) (Commission |
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| April 1, 2021 |
Exhibit 99.1 VERB To Report Record Annual Growth for 2020 2020 SaaS Recurring Revenue Up 82% Over 2019 2021 Q1 – SaaS Recurring Revenue Guidance Already More than 30% Over Q1 2020 ● Full-year SaaS recurring revenue up 82% over previous year ● Full-year total digital revenue up 53% over previous year ● Fourth quarter 2020 SaaS Recurring revenue up 31% over previous year ● Fourth quarter 2020 total |
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| March 31, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2020 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38834 Verb Tech |
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| March 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Amendment No. |
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| March 22, 2021 |
Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that statements on Schedules 13G and/or 13D and Forms 3, 4 and 5 with respect to the securities of Verb Technology Company, Inc. and any amendments thereto signed by each of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) promulgated under the Secu |
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| March 16, 2021 |
Notice to Current Verb Technology Company, Inc. Stockholders EX-99.2 3 ex99-2.htm Exhibit 99.2 |
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| March 16, 2021 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2021 Verb Technology Company, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 001-38834 90-1118043 (State or Other Jurisdiction (Commission (IRS Employer of I |
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| March 16, 2021 |
The Stipulation and Settlement Agreement Exhibit 99.1 |
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| March 16, 2021 |
EX-99.3 4 ex99-3.htm Exhibit 99.3 Verb Announces Court’s Preliminarily Approval of Proposed Settlement of Stockholder Derivative Lawsuit NEWPORT BEACH, California and SALT LAKE CITY, Utah, March 16, 2021 (GLOBE NEWSWIRE) — Verb Technology Company, Inc. (“Verb” or the “Company”) (NASDAQ: VERB), a leader in interactive video-based sales enablement applications, including interactive livestream ecomm |
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| March 15, 2021 |
Securities Purchase Agreement, dated March 11, 2021 EX-10.1 5 ex10-1.htm Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of March 11, 2021, and is between Verb Technology Company, Inc., a corporation incorporated under the laws of the state of Nevada (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and |
