Current Report Filing (8-k)
November 15 2019 - 6:24AM
Edgar (US Regulatory)
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, 2019
Verb
Technology Company, Inc.
(Exact
name of registrant as specified in its charter)
Nevada
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001-38834
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90-1118043
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
Number)
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2210
Newport Boulevard, Suite 200
Newport
Beach, California 92663
(Address
of principal executive office, including zip code)
(855)
250-2300
(Registrant’s
telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, par value $0.0001
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VERB
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The
Nasdaq Stock Market LLC
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Common
Stock Purchase Warrants
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VERBW
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The
Nasdaq Stock Market LLC
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Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Forward-looking
Statements
Statements
in Exhibit 99.1 to this Current Report on Form 8-K (this “Report”) may constitute “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “anticipate,” “believe,”
“estimate,” “expect,” “intend,” and similar expressions, as they relate to Verb Technology
Company, Inc. (the “Company”), its subsidiaries, or their management, identify forward-looking statements. These statements
are based on current expectations, estimates, and projections about the Company’s business based, in part, on assumptions
made by management. These statements are not guarantees of future performance and involve risks, uncertainties, and assumptions
that are difficult to predict. Therefore, actual outcomes and results may, and probably will, differ materially from what is expressed
or forecasted in such forward-looking statements due to numerous factors, including those risks discussed from time to time in
the Company’s filings with the Securities and Exchange Commission. Any forward-looking statements speak only as of the date
on which they are made, and the Company does not undertake any obligation to update any forward-looking statement to reflect events
or circumstances after the date of this Report.
Section
7 - Regulation FD
Item
7.01 Regulation FD Disclosure
On
November 14, 2019, the Company’s management hosted a stockholder conference call and webcast regarding the filing of the
Company’s Quarterly Report on Form 10-Q for its third fiscal quarter. The full transcript of the conference call and webcast
is furnished as Exhibit 99.1 hereto. The Company undertakes no obligation to update the information discussed in conference call
and webcast in the future, except as may be required by law.
On
November 7, 2019, the Company issued its press release announcing the stockholder conference call and webcast. The press release
is furnished as Exhibit 99.2 hereto.
The
information in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference
into any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except as expressly
set forth by specific reference in such filing.
Section
9 – Financial Statements and Exhibits
Item
9.01 Exhibits
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this current report to be signed on
its behalf by the undersigned hereunto duly authorized.
Date:
November 15, 2019
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Verb
Technology Company, Inc.
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By:
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/s/
Rory J. Cutaia
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Name:
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Rory
J. Cutaia
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Title:
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President
and Chief Executive Officer
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