Item
1.01 Entry into a Material Definitive Agreement.
As
reported on Form 8-K dated February 25, 2020, Verb Technology Company, Inc., a Nevada corporation (“we,” “our,”
or the “Company”), initiated a private placement (our “Private Placement”) on February 5, 2020 for the
sale and issuance of up to five million shares of our common stock, $0.0001 par value per share (“Common Stock”) at
a per-share price of $1.20 (representing a 20% discount to the $1.50 closing price of our Common Stock on that day), solely to
accredited investors pursuant to the terms of a Subscription Agreement by and among the Private Placement investors and the Company
(the “Subscription Agreement”). On February 25, 2020, we had an initial closing (our “Initial Closing”)
of our Private Placement of Common Stock. In our Initial Closing, we sold and issued 1,610,833 shares of our Common Stock for
gross proceeds of $1,933,000. We have not granted any warrants or options to the investors in our Private Placement. Further,
we have not provided any registration rights, anti-dilution rights, conversion rights, or any other rights or preferences to the
investors in our Private Placement.
On
March 20, 2020, we had a second closing (the “Second Closing”) of our Private Placement of our Common Stock. The Common
Stock that we sold and issued in our Second Closing constitutes privately placed restricted securities solely to accredited investors.
In our Second Closing, we sold and issued 1,657,000 shares of our Common Stock at a price per share of $1.20 for gross proceeds
of $1,988,400 pursuant to the terms of the Subscription Agreement. We currently anticipate that we may have further closings of
our Private Placement through and including March 31, 2020, although we cannot provide any assurances of the possibility or probability
of any further closings or the sale and issuance of any additional shares of our Common Stock in our Private Placement. Accordingly,
through March 20, 2020 by virtue of the Initial Closing and the Second Closing, we have received total gross proceeds of $3,921,400.
We intend to use the net proceeds from our Private Placement for general corporate purposes.
Our
Private Placement is exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities
Act”), in reliance on Section 4(a)(2) thereof and/or Rule 506 of Regulation D and Regulation S thereunder, each as promulgated
by the Securities and Exchange Commission (the “Commission”). Our Private Placement was managed by the Company; however,
in connection with our Second Closing, we paid a non-U.S. based consultant (i) as a cash fee, an aggregate amount of $192,240
(or 10% of the gross proceeds of our Second Closing), (ii) as a non-accountable expense allowance, an aggregate of $38,448 (or
2% of the gross proceeds of our Second Closing), (iii) five-year warrants, exercisable for an aggregate of up to 160,199 shares
of our Common stock at a cash-only exercise price of $1.92 per share, and (iv) 100,000 shares of our Common Stock. We made the
above-referenced payments only in respect of that portion of the gross proceeds from our Second Closing for investors introduced
to us by the consultant.
A
description of the Subscription Agreement is set forth in the Company’s Current Report on Form 8-K for February 25, 2020
filed with the Commission on February 25, 2020 and is incorporated herein by this reference.