Registration of Additional Securities (up to 20%) (s-1mef)
July 22 2020 - 8:31AM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on July 22, 2020
Registration
No. 333-______
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-1
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES
ACT OF 1933
VERB
TECHNOLOGY COMPANY, INC.
(Exact
name of registrant as specified in its charter)
Nevada
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|
7200
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90-1118043
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(State
or other jurisdiction of
incorporation
or organization)
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|
(Primary
Standard Industrial
Classification
Code No.)
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|
(I.R.S.
Employer
Identification
No.)
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2210
Newport Boulevard, Suite 200
Newport
Beach, California 92663
(855)
250-2300
(Address,
including zip code, and telephone number, including area code,
of registrant’s principal executive offices)
Rory
J. Cutaia
Chairman
of the Board, Chief Executive Officer, President and Secretary
Verb Technology Company, Inc.
2210
Newport Boulevard, Suite 200
Newport
Beach, California 92663
(855)
250-2300
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
Larry
A. Cerutti, Esq.
Dean
Longfield, Esq.
Troutman
Pepper Hamilton Sanders LLP
5
Park Plaza, Suite 1400
Irvine,
California 92614
(949)
622-2700/(949) 622-2739 (fax)
|
|
Samuel
E. Feigin, Esq.
Crowell
& Moring LLP
1001
Pennsylvania Avenue NW
Washington,
District of Columbia 20004
(202)
624-2594/(202) 624-2500 (fax)
|
Approximate
date of proposed sale to the public: From time to time after this registration becomes effective.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, check the following box. [X]
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration number of the earlier effective registration statement for the
same offering. [X] 333-239055
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large
accelerated filer [ ]
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Accelerated
filer [ ]
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|
Non-accelerated
filer [X]
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Smaller
reporting company [X]
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|
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 7(a)(2)(B) of the Securities Act.
[ ]
Title of Each Class of
Securities to be Registered
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Proposed Maximum Aggregate Offering Price (1)
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Amount of Registration Fee(2)
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Common Stock, $0.0001 par value per share
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2,300,000
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298.54
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Total
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$
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2,300,000
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$
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298.54
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(1)
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Estimated
solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) of the Securities Act of
1933, as amended (the “Securities Act”). In accordance with Rule 416 under the Securities Act, the registrant
is also registering hereunder an indeterminate number of shares of common stock that may be issued as a result of stock splits,
stock dividends or similar transactions. Also includes the offering price of additional common stock that the underwriter
has the option to purchase to cover over-allotments, if any.
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(2)
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Calculated
pursuant to Rule 457(o) based on an estimate of the proposed maximum offering price of all securities being registered.
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The
Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule
462(b) under the Securities Act of 1933, as amended.
EXPLANATORY
NOTE
This
Registration Statement is being filed pursuant to Rule 462(b) as promulgated under the Securities Act of 1933, as amended, and
includes the registration statement facing page, this page, the signature page, an exhibit index and the required opinion and
consents solely to register up to an aggregate of $2,300,000 in additional shares of Verb Technology Company, Inc.’s common
stock, par value $0.0001 per share. The contents of the Registration Statement on Form S-1 (Registration No. 333-239055), as amended,
including the exhibits and power of attorney thereto, which was declared effective by the Securities and Exchange Commission on
July 21, 2020, are incorporated by reference in this Registration Statement.
Item
16. Exhibits and Financial Statement Schedules.
*
Filed herewith.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, State of California, on this 22nd day
of July, 2020.
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Verb
Technology Company, Inc.,
a
Nevada corporation
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By:
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/s/
RORY J. CUTAIA
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Rory
J. Cutaia
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President,
Chief Executive Officer, Secretary and Director
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Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature
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Title
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Date
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/s/
RORY J. CUTAIA
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President,
Chief Executive Officer
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July
22, 2020
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Rory
J. Cutaia
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(principal
executive officer), Secretary and Director
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/s/
JAMES P. GEISKOPF
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Lead
Director
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July
22, 2020
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James
P. Geiskopf
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/s/
JEFFREY CLAYBORNE
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Chief
Financial Officer (principal financial and
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July
22, 2020
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Jeffrey
Clayborne
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accounting
officer) and Treasurer
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/s/
PHILIP J. BOND
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Director
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July
22, 2020
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Philip
J. Bond
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/s/
KENNETH S. CRAGUN
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Director
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July
22, 2020
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Kenneth
S. Cragun
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/s/
NANCY HEINEN
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Director
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July
22, 2020
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Nancy
Heinen
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/s/
JUDITH HAMMERSCHMIDT
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Director
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July
22, 2020
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Judith
Hammerschmidt
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