Current Report Filing (8-k)
August 20 2020 - 4:06PM
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):
|
August
19, 2020
|
Verb
Technology Company, Inc.
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(Exact
Name of Registrant as Specified in Charter)
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Nevada
|
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001-38834
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90-1118043
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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2210
Newport Boulevard, Suite 200
Newport
Beach, California
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92663
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
Telephone Number, Including Area Code:
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(855)
250-2300
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(Former
Name or Former Address, if Changed Since Last Report)
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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 (see General Instruction A.2. below):
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[ ]
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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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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
Common
Stock Purchase Warrants
|
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VERB
VERBW
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The
Nasdaq Stock Market LLC
The
Nasdaq Stock Market LLC
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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. [ ]
Item
5.08
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Shareholder
Director Nominations
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On
August 19, 2020, the board of directors of Verb Technology Company, Inc. (the “Company”) established that the Company’s
2020 annual meeting of stockholders (the “2020 Annual Meeting”) will be held on Friday, October 16, 2020 at 3:00 p.m.
PDT virtually by means of remote communication. The record date for the determination of stockholders of the Company entitled
to receive notice of and to vote at the 2020 Annual Meeting shall be the close of business on Wednesday, August 19, 2020. Because
the date of the 2020 Annual Meeting differs by more than thirty days from the anniversary date of the 2019 annual meeting of stockholders
(the “2019 Annual Meeting”), which was held on December 20, 2019, the deadlines for any stockholder proposals pursuant
to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and for any stockholder nomination
or proposal outside of Rule 14a-8, as listed in the Company’s Amendment No. 1 to 2019 Proxy Statement on Schedule 14A, as
filed with the Securities and Exchange Commission (the “SEC”) on November 13, 2019, are no longer applicable. Pursuant
to the Company’s amended and restated bylaws (the “Bylaws”) and Rule 14a-5(f) of the Exchange Act, the Company
is hereby providing notice of the revised deadlines for such proposals by means of this Current Report on Form 8-K.
To
be considered for inclusion in this year’s proxy materials for the 2020 Annual Meeting, stockholder proposals must be submitted
in writing by September 3, 2020. In addition to complying with this deadline, stockholder proposals intended to be considered
for inclusion in the Company’s proxy materials for the 2020 Annual Meeting must also comply with the Bylaws and all applicable
rules and regulations promulgated by the SEC under the Exchange Act. Additionally, any stockholder who intends to submit a proposal
regarding a director nomination or who intends to submit a proposal regarding any other matter of business at the 2020 Annual
Meeting to be included in the Company’s proxy materials for the 2020 Annual Meeting must also ensure that notice of any
such nomination or proposal (including any additional information specified in the Bylaws) is received by the Corporate Secretary
at the Company’s principal executive offices on or before the close of business on September 3, 2020. The September 3, 2020
deadline will also apply in determining whether notice of a stockholder proposal is timely for purposes of exercising discretionary
voting authority with respect to proxies under Rule 14a-4(c)(1) of the Exchange Act.
Any
stockholder proposal for inclusion in the Company’s proxy materials, notice of proposed business to be brought before the
2020 Annual Meeting or director nomination should be sent to the Company’s Secretary at Verb Technology Company, Inc., 2210
Newport Boulevard, Suite 200, Newport Beach, California 92663, Attention: Rory J. Cutaia.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date:
August 20, 2020
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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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