As
filed with the Securities and Exchange Commission on October 20, 2020
Registration
No. 333-______
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-3
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
of all correspondence to:
Larry
A. Cerutti, Esq.
Troutman
Pepper Hamilton Sanders LLP
5 Park Plaza, Suite 1400
Irvine, California 92614
(949) 622-2700 / (949) 622-2739 (fax)
Approximate
date of commencement of proposed sale to the public: From time to time after this registration becomes effective.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please
check the following box. [ ]
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, other than securities offered only in connection with dividend or interest reinvestment plans, 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. [ ]
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please 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 registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. [ ]
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box. [ ]
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 definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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 [ ]
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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.
[ ]
Calculation of Registration Fee
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Title of Each Class of
Securities to be Registered
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Amount to be Registered(1)
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Proposed Maximum
Offering Price
per Share (2)
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Proposed Maximum Aggregate Offering Price
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Amount of Registration Fee
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Common Stock, $0.0001 par value per share
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8,393,387
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$
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1.15
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$
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9,652,396
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$
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1,054
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(1)
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In
accordance with Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), the Registrant
is also registering hereunder an indeterminate number of shares of common stock that may be issued and resold resulting from
stock splits, stock dividends or similar transactions.
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(2)
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Estimated
solely for the purpose of calculating the registration fee pursuant to Rule 457(c) of the Securities Act based upon the price
of $1.15, which was the average of the high and low prices for the Registrant’s common stock on The Nasdaq Capital
Market on October 15, 2020.
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The
Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until
the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement becomes effective
on such date as the Commission, acting under Section 8(a), may determine.
The
information in this prospectus is not complete and may be changed. The selling security holders may not sell these securities
until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an
offer to sell and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
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SUBJECT
TO COMPLETION, DATED OCTOBER 20, 2020
PRELIMINARY
PROSPECTUS
VERB
TECHNOLOGY COMPANY, INC.
8,393,387
Shares of Common Stock
This
prospectus relates to the proposed resale by the selling security holders named in this prospectus or their permitted assigns
of an aggregate of up to 8,393,387 shares of our common stock, $0.0001 par value per share, or common stock, held by the
selling security holders, which amount consists of (i) 5,087,326 shares of common stock outstanding as of the date of this
prospectus, (ii) an aggregate of 416,199 shares of common stock issuable upon exercise of common stock purchase warrants, or the
Consultant Warrants, issued to a non-U.S. consultant in connection with a private placement of our common stock to certain of
our selling security holders, (iii) 247,703 restricted stock units granted pursuant to a Restricted Stock Award Agreement,
or the Restricted Stock Agreement, and (iv) an aggregate of 2,642,159 shares of our common stock which
will be issued by us in the future from time to time to those of our selling security holders that are holders of Class B Units,
or the LLC Units, of our wholly owned subsidiary, Verb Acquisition Co., LLC, or Verb Acquisition, under an exchange agreement
among the holders of LLC Units, or LLC Unitholders, and us pursuant to which the LLC Unitholders may exchange their LLC Units
for shares of our common stock on a one-for-one basis. See “Selling Security Holders.”
We
are not selling any shares of common stock under this prospectus and will not receive any proceeds from the sale of shares of
common stock by the selling security holders. The selling security holders will bear all commissions and discounts, if any, attributable
to the sale of the shares of common stock. We will bear all costs, expenses and fees in connection with the registration of the
shares of common stock.
The
shares of common stock may be sold by the selling security holders to or through underwriters or dealers, directly to purchasers
or through agents designated from time to time. For additional information regarding the methods of sale you should refer to the
section of this prospectus entitled “Plan of Distribution” on page 15. For a list of the selling security holders
you should refer to the section of this prospectus entitled “selling security holders” on page 10.
We
may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the
entire prospectus and any amendments or supplements carefully before you make your investment decision.
Our
common stock is listed on The Nasdaq Capital Market under the symbol “VERB.” The last reported price of our common
stock on October 15, 2020, was $1.18 per share.
Investing
in our shares of common stock involves a high degree of risk. See “Risk Factors” beginning on page 6 of this prospectus.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The
date of this prospectus is , 2020.
TABLE
OF CONTENTS
You
should rely only on the information contained in this prospectus or a supplement to this prospectus. We have not authorized anyone
to provide you with different information. The information in this prospectus is accurate only as of the date of this prospectus
or the date of any supplement to this prospectus, regardless of the time of delivery of this prospectus or any supplement to this
prospectus or any sale of our shares of common stock. We are not making an offer to sell the shares of common stock, and we are
not soliciting an offer to buy the shares of common stock, in any jurisdiction where the offer is not permitted.
ABOUT
THIS PROSPECTUS
This
prospectus relates to the resale by the selling security holders of up to 8,393,387 shares of common stock, as described
below under “Selling Security Holders.” We are not selling any shares of common stock under this prospectus and will
not receive any proceeds from the sale of shares of common stock by the selling security holders.
This
prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or the SEC.
It omits some of the information contained in the registration statement and reference is made to the registration statement for
further information with regard to us and the securities being offered by the selling security holders. You should review the
information and exhibits in the registration statement for further information about us and the securities being offered hereby.
Statements in this prospectus concerning any document we filed as an exhibit to the registration statement or that we otherwise
filed with the SEC are not intended to be comprehensive and are qualified by reference to the filings. You should review the complete
document to evaluate these statements.
You
should read this prospectus, any documents that we incorporate by reference in this prospectus and the additional information
described below under “Where You Can Find Additional Information” and “Incorporation of Certain Information
By Reference” before making an investment decision. You should rely only on the information contained or incorporated by
reference in this prospectus. We have not authorized any other person to provide you with different information. If anyone provides
you with additional, different or inconsistent information, you should not rely on it. This prospectus is not an offer to sell
these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not
permitted.
You
should not assume that the information in this prospectus or any documents we incorporate by reference herein is accurate as of
any date other than the date on the front of such document. Our business, financial condition, results of operations and prospects
may have changed since those dates.
PROSPECTUS
SUMMARY
This
summary highlights selected information included elsewhere in this prospectus and does not contain all of the information you
should consider before buying the shares of our common stock. You should read the entire prospectus carefully, especially the
“Risk Factors” section and financial statements and the related notes incorporated by reference into this prospectus,
before deciding to invest in the shares of our common stock. Some of the statements in this prospectus constitute forward-looking
statements. See “Cautionary Note Regarding Forward-Looking Statements.” In this prospectus, the words “we,”
“us,” “our” and similar terms refer to Verb Technology Company, Inc., a Nevada corporation, unless the
context provides otherwise.
Our
Business
Overview
We
are a Software-as-a-Service, or SaaS, applications platform developer. Our platform is comprised of a suite of sales enablement
business software products marketed on a subscription basis. Our applications, available in both mobile and desktop versions,
are offered as a fully integrated suite, as well as on a standalone basis, and include verbCRM, our Customer Relationship Management
application; verbLEARN, our Learning Management System application; and verbLIVE, our Live Broadcast Video Webinar application.
Our
Technology
Our
suite of applications can be distinguished from other sales enablement applications because our applications utilize our proprietary
interactive video technology as the primary means of communication between sales and marketing professionals and their customers
and prospects. Moreover, the proprietary data collection and analytics capabilities of our applications inform our users in real
time, on their devices, when and for how long their prospects have watched a video, how many times such prospects watched it,
and what they clicked-on, which allows our users to focus their time and efforts on ‘hot leads’ or interested prospects
rather than on those that have not seen such video or otherwise expressed interest in such content. Users can create their hot
lead lists by using familiar, intuitive ‘swipe left/swipe right’ on-screen navigation. Our clients report that these
capabilities provide for a much more efficient and effective sales process resulting in increased sales conversion rates. We developed
the proprietary patent-pending interactive video technology, as well as several other patent-issued and patent-pending technologies
that serve as the unique foundation for all of our platform applications.
Our
Products
verbCRM
combines the capabilities of customer relationship management, or CRM, lead-generation, content management, and in-video e-commerce
capabilities in an intuitive, yet powerful tool for both inexperienced as well as highly skilled sales professionals. verbCRM
allows users to quickly and easily create, distribute, and post videos to which they can add a choice of on-screen clickable icons
which, when clicked, allow viewers to respond to the user’s call-to-action in real-time, in the video, while the video is
playing, without leaving or stopping the video. For example, our technology allows a prospect or customer to click on a product
they see featured in a video and impulse buy it, or to click on a calendar icon in the video to make an appointment with a salesperson,
which are among the many novel features and functionalities designed to eliminate or reduce friction from the sales process for
our users. The verbCRM app is designed to be easy to use and navigate, and takes little time and training for a user to begin
using the app effectively. It usually takes less than four minutes for a novice user to create an interactive video from our app.
Users can add interactive icons to pre-existing videos, as well as to newly created videos shot with practically any mobile device.
verbCRM interactive videos can be distributed via email, text messaging, chat app, or posted to popular social media directly
and easily from our app. No software download is required to view Verb interactive videos on virtually any mobile or desktop device,
including smart TVs.
verbLEARN
is an interactive video-based learning management system that incorporates all of the clickable in-video technology featured
in our verbCRM application, however adapted for use by educators for video-based education. verbLEARN is used by enterprises seeking
to educate a large sales team or a customer base about new products, or elicit feedback about existing products. It also incorporates
Verb’s proprietary data collection and analytics capabilities that inform users in real time, when and for how long the
viewers watched the video, how many times they watched it, and what they clicked-on.
verbLIVE
builds on popular video-based platforms such as Facebook Live, Zoom, WebEx, and Go2Meeting, among others, by adding Verb’s
proprietary interactive in-video ecommerce capabilities – including an in-video Shopify shopping cart integrated for Shopify
account holders - to our own live stream video broadcasting application. verbLIVE is a next-generation webinar platform that allows
webinar hosts to utilize a variety of novel sales-driving features, including placing interactive icons on-screen that appear
on the screens of all viewers, providing in-video click-to-purchase capabilities for products or services featured in the live
video broadcast, in real-time, driving friction-free selling. verbLIVE also provides the host with real-time viewer engagement
data and interaction analytics. verbLIVE is entirely browser-based, allowing it to function easily and effectively on all devices
without requiring the host or the viewers to download software, and is secured through end-to-end encryption. verbLIVE is currently
in pre-sales, accepting customer deposits, and is expected to launch commercially in summer 2020.
The
Verb In-App Eco-System
To
more effectively and efficiently monetize our current large user base, we have developed and have begun to deploy in-app purchase
capabilities for all verbCRM users. This feature is currently being distributed and deployed as an automatic software update to
enterprise client users whose monthly subscription fees and use of the application are paid by their corporate employer, sponsor,
or principal. The in-app purchase capability will allow these users to pay for subscriptions directly in the app with their own
credit card in order to access upgraded or unlocked verbCRM features and additional functionality within the app.
In
addition, these users will have in-app access to our forthcoming “app store” where users can subscribe for third-party
apps that are complimentary to verbCRM user demographics, such as specialized expense tracking applications, tax software, among
other third-party apps offered directly to our user base on a revenue share basis with the third-party developers. In addition,
we are expecting to introduce during 2020 an “Open API” architecture, allowing third-party developers to create specialized
apps with features and functionality that integrate seamlessly into our verbCRM application. These will be offered directly to
our user base through our verbCRM app store on a revenue-sharing basis.
Verb
Partnerships and Integrations
We
have completed the integration of verbCRM into systems offered by 17 of the most popular direct sales back-office system providers,
such as Direct Scale, Exigo, By Design, Thatcher, Multisoft, Xennsoft, and Party Plan. Direct sales back-office systems provide
many of the support functions required for direct sales operations, including payroll, customer genealogy management, statistics,
rankings, and earnings, among other direct sales financial tracking capabilities. The integration into these back-office providers,
facilitated through our own API development, allows single sign-on convenience for users, as well as enhanced data analytics and
reporting capabilities for all users. We believe that our integration into these back-end platforms accelerates the adoption of
verbCRM by large direct sales enterprises that rely on these systems and as such, we believe this represents a competitive advantage.
We
are also in various stages of development, testing and deployment for the integration of our latest generation interactive video
and enhanced analytics and reporting technology, and more recently, a core package that includes verbLIVE, into popular CRM providers,
including Salesforce, Microsoft, Oracle/NetSuite, and Adobe/Marketo, among others with whom we have executed partnership agreements.
Each of these agreements provides for revenue share arrangements resulting from sales of our product to their respective clients.
The integrations for Salesforce and Microsoft represent new build integrations, while those for Oracle/NetSuite and Adobe/Marketo
represent replacement integrations. We have intentionally, though temporarily, delayed further action on and deployment of these
integrations in order to allocate design, engineering and development resources to those initiatives that we believe will become
revenue producing opportunities sooner, especially those that we believe will likely produce greater market demand due to the
current and anticipated continued effects of the COVID-19 pandemic. We expect to resume action on and deployment of these integrations
in the summer of 2020.
Non-Digital
Products and Services
Historically,
we have also provided certain non-digital services to some of our enterprise clients such as printing and fulfillment services.
We designed and printed welcome kits and starter kits for their marketing needs and provided fulfillment services, which consisted
of managing the preparation, handling and shipping of our client’s custom-branded merchandise they use for marketing purposes
at conferences and other events. We also managed the fulfillment of our clients’ product sample packs that verbCRM users
order through the app for automated delivery and tracking to their customers and prospects.
However,
on May 20, 2020, we executed a contract with Range Printing, a company in the business of providing enterprise class printing,
sample assembly, warehousing, packaging, shipping, and fulfillment services. Pursuant to the contract, through an automated process
we have established for this purpose, Range will receive orders for samples and merchandise from us as and when we receive them
from our clients and users, and print, assemble, store, package and ship such samples and merchandise on our behalf. The Range
contract provides for a revenue share arrangement based upon the specific services to be provided by Range that is designed to
maintain our relationship with our clients by continuing to service their non-digital needs, while eliminating the labor and overhead
costs associated with the provision of such services by us. The transition to Range Printing is in progress.
Our
Market
Our
client base consists primarily of multi-national direct sales enterprises to whom we provide white-labeled, client-branded versions
of our products. Our clients also include large professional associations, educational institutions, including school districts,
auto sales, auto leasing, insurance, real estate, home security, not-for-profits, as well as clients in the health care industry,
and the burgeoning CBD industry, among other business sectors. Currently, we provide subscription-based application services to
approximately 100 enterprise clients for use in over 60 countries, in over 48 languages, which collectively account for a user
base generated through more than 1.6 million downloads of our verbCRM application. Among the new business sectors targeted for
this year are pharmaceutical sales, government institutions, and political parties and candidates.
In
April 2020, we commenced local language sales, sales support, customer support, and marketing operations in Japan. In order to
ensure compliance with Japan’s laws, rules and regulations, our operations were established pursuant to, and in accordance
with, an exclusive reseller agreement with an existing Tokyo-based Japanese corporation operated by a team with over 30-years’
experience in the Japan direct sales industry. They operate and market our applications in Japan under the Verb brand.
Revenue
Generation
We
generate revenue from the following sources:
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recurring
subscription fees paid by enterprise users and affiliates;
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recurring
subscription fees paid by non-enterprise, small business, and individual users;
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recurring
subscription fees paid by users who access in-app purchases of various premium services, features, functionality, and upgrades;
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recurring
subscription fees paid by users who access in-app purchases of third-party software provider apps in our forthcoming app store;
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recurring
subscription fees paid by users of Salesforce, Microsoft, Oracle/NetSuite, and Adobe/Marketo, among others with whom we have
executed partnership agreements, for access to our applications that we intend to integrate into these platforms, including
recurring subscription fees paid by users who subscribe to bundled service offerings from these partners and/or their respective
value-added resellers;
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recurring
subscription fees paid by users for all of the foregoing products and services generated through our recently launched Japan
operations;
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recurring
subscription fees paid by users generated through our forthcoming reseller and affiliate distribution programs; and
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fees
paid by enterprise clients for non-digital products and services through our Range Printing venture.
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Corporate
Information
We
are a Nevada corporation that was incorporated in February 2005. Our principal executive offices are located at 2210 Newport
Boulevard, Suite 200, Newport Beach, California 92663, and our telephone number is (855) 250-2300. Our Internet website is
https://www.verb.tech/. The content of our Internet website does not constitute a part of this prospectus.
The
Offering
Securities
offered by the selling security holders
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8,393,387
shares of common stock.
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Common
stock outstanding prior to this offering
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46,663,790
shares, as of September 30, 2020.
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Common
stock to be outstanding after this offering
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49,969,851 shares, which
gives effect to the shares of common stock offered under this prospectus.
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The
Nasdaq Capital Market symbol
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VERB
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Use
of Proceeds
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We
will not receive any of the proceeds from the sale of the shares of common stock being offered under this prospectus. See
“Use of Proceeds.”
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Risk
Factors
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There
are many risks related to our business, this offering and ownership of the shares of common stock that you should consider
before you decide to buy the shares of common stock in this offering. You should read the “Risk Factors” section
beginning on page 6, as well as other cautionary statements throughout this prospectus, before investing the shares of common
stock.
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The
number of shares of common stock that will be outstanding upon the completion of this offering is based on the 46,663,790 shares
outstanding as of September 30, 2020, and excludes the following:
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5,099,038
shares of common stock issuable upon the exercise of outstanding stock options as of September 30, 2020, with a weighted-average
exercise price of $1.59 per share;
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2,908,530
shares of common stock issuable upon vesting of restricted stock unit awards as of September 30, 2020, with
a weighted-average exercise price of $1.22 per share;
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858,745 shares of common
stock reserved for future issuance under our 2019 Omnibus Incentive Plan, or Incentive
Plan, as of September 30, 2020;
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13,351,251
shares of common stock issuable upon exercise of warrants to purchase common stock outstanding as of September 30, 2020, with
a weighted-average exercise price of $2.50 per share;
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2,187,273
shares of common stock issuable upon conversion of our Series A Convertible Preferred Stock, or Series A Preferred Stock;
and
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any
additional shares of common stock we may issue from time to time after that date.
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Unless
otherwise indicated, all information in this prospectus assumes the following:
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no
exercise of outstanding options and warrants; and
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no
conversion of outstanding shares of our Series A Preferred Stock.
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RISK
FACTORS
Before
you invest in our shares of common stock, in addition to the other information, documents or reports incorporated by reference
in this prospectus and any prospectus supplement or other offering materials, you should carefully consider the risk factors in
the section entitled “Risk Factors” in any prospectus supplement, as well as our most recent Annual Report on Form
10-K and our most recent Quarterly Report on Form 10-Q/A filed with the SEC. Each of the risks described in these sections and
documents could materially and adversely affect our business, financial condition, results of operations and prospects, and could
result in a partial or complete loss of your investment.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus contains forward-looking statements within the meaning of the federal securities laws, which statements involve substantial
risks and uncertainties. All statements, other than statements of historical facts, included in this prospectus regarding our
strategy, future events, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives
of management and expected market growth, among others, are forward-looking statements. The words “anticipate,” “believe,”
“estimate,” “expect,” “intend,” “may,” “might,” “plan,”
“predict,” “project,” “would,” “will,” “should,” “could,”
“objective,” “target,” “ongoing,” “contemplate,” “potential” or “continue”
or the negative of these terms and similar expressions are intended to identify forward-looking statements, although not all forward-looking
statements contain these identifying words.
We
may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not
place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions
and expectations disclosed in our forward-looking statements. We have included important factors in the cautionary statements
included in this prospectus, particularly in the “Risk Factors” section, which could cause actual results or events
to differ materially from such forward-looking statements. Any forward-looking statement speaks only as of the date on which it
is made, and we do not undertake any obligation to update any forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law.
USE
OF PROCEEDS
All
of the shares of our common stock offered by this prospectus are being registered for the account of the selling security holders.
We will not receive any of the proceeds from the sale of these shares. We have agreed to pay all costs, expenses and fees relating
to the registration of the shares of our common stock covered by this prospectus. The selling security holders will bear all commissions
and discounts, if any, attributable to the sale of the shares.
DIVIDEND
POLICY
We
have never paid cash dividends on our common stock and do not intend to pay cash dividends on our common stock in the foreseeable
future. We anticipate that we will retain any earnings for use in the continued development of our business.
We
cannot, without the affirmative vote of the holders of a majority of the then-outstanding shares of Series A Preferred Stock authorize
or create any class of stock ranking as to dividends, redemption, or distribution of assets upon a liquidation senior to, or otherwise
pari passu with, the Series A Preferred Stock. Moreover, as long as any shares of Series A Preferred Stock are outstanding, unless
the holders of at least 75% in stated value of the then-outstanding shares of Series A Preferred Stock have otherwise given prior
written consent, we cannot, directly or indirectly, pay cash dividends or distributions on our common stock.
MARKET
INFORMATION FOR OUR COMMON STOCK
Our
common stock is listed on The Nasdaq Capital Market under the symbol “VERB.” As of September 30, 2020, we had 172
holders of record of our common stock, based on information provided by our transfer agent. These holders of record include depositories
that hold shares of stock for brokerage firms which, in turn, hold shares of stock for numerous beneficial owners. On October
15, 2020, the last reported price of our common stock on The Nasdaq Capital Market was $1.18 per share.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth information regarding beneficial ownership of our common stock as of September 30, 2020 by:
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each
person, or group of affiliated persons, known by us to beneficially own more than 5% of our shares of common stock;
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each
of our named executive officers; and
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all
of our directors and executive officers as a group.
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The
table is based on information provided to us by our directors, executive officers and principal shareholders. Beneficial ownership
is determined in accordance with the rules of the SEC, and generally means that a person has beneficial ownership of a security
if he, she or it possesses sole or shared voting or investment power of that security, including stock options and warrants that
are exercisable within 60 days of September 30, 2020. To our knowledge, except as indicated by footnote, and subject to community
property laws where applicable, the persons named in the table below have sole voting and investment power with respect to all
shares of common stock shown as beneficially owned by them. Shares of common stock underlying derivative securities, if any, that
are currently exercisable or exercisable within 60 days after September 30, 2020 are deemed to be outstanding in calculating the
percentage ownership of the applicable person or group, but are not deemed to be outstanding as to any other person or group.
Percentage of beneficial ownership is based on 46,663,790 shares of common stock outstanding as of the date of the table.
Unless
otherwise indicated, the address of each beneficial owner listed in the table below is c/o Verb Technology Company, Inc., 2210
Newport Boulevard, Suite 200, Newport Beach, California 92663.
Name and Address of Beneficial Owner(1)
|
|
Title of Class
|
|
Amount and Nature
of
Beneficial Ownership(2)
|
|
|
Percent
of
Class(3)
|
|
Rory J. Cutaia
|
|
Common
|
|
|
4,019,688
|
(4)
|
|
|
8.5
|
%
|
James P. Geiskopf
|
|
Common
|
|
|
781,733
|
(5)
|
|
|
1.7
|
%
|
Jeffrey R. Clayborne
|
|
Common
|
|
|
494,343
|
(6)
|
|
|
1.1
|
%
|
Philip J. Bond
|
|
Common
|
|
|
49,391
|
(7)
|
|
|
*
|
|
Kenneth S. Cragun
|
|
Common
|
|
|
49,391
|
(7)
|
|
|
*
|
|
Nancy Heinen
|
|
Common
|
|
|
4,891
|
(8)
|
|
|
*
|
|
Judith Hammerschmidt
|
|
Common
|
|
|
4,891
|
(8)
|
|
|
*
|
|
Chad J. Thomas
|
|
Common
|
|
|
226,694
|
(9)
|
|
|
*
|
|
All directors and executive officers as a group (8 persons)
|
|
Common
|
|
|
5,631,022
|
|
|
|
11.8
|
%
|
(1)
|
Messrs.
Cutaia, Geiskopf, Bond and Cragun and Mses. Heinen and Hammerschmidt are the directors of our company. Messrs. Cutaia, Thomas
and Clayborne are the named executive officers of our company.
|
|
|
(2)
|
Except
as otherwise indicated, we believe that the beneficial owners of the shares of our common stock listed above, based on information
furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property
laws, where applicable. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes
voting or investment power with respect to securities. Shares of our common stock subject to options or warrants currently
exercisable or exercisable within 60 days are deemed outstanding for purposes of computing the percentage ownership of the
person holding such option or warrants, but are not deemed outstanding for purposes of computing the percentage ownership
of any other person.
|
|
|
(3)
|
Percentage
of common stock is based on 46,663,790 shares of our common stock issued and outstanding as of September 30, 2020.
|
|
|
(4)
|
Consists
of 3,250,934 shares of our common stock held directly, 240,240 shares of our common stock held by Cutaia Media Group Holdings,
LLC (an entity over which Mr. Cutaia has dispositive and voting authority), 54,006 shares of our common stock held by Mr.
Cutaia’s spouse (as to which shares, he disclaims beneficial ownership), and 4,500 shares of our common stock held jointly
by Mr. Cutaia and his spouse. Also includes 283,333 shares of our common stock underlying stock options held directly and
that are exercisable within 60 days of the date of the table (as to which underlying shares, he disclaims beneficial ownership).
The total also includes 186,675 shares of our common stock underlying warrants granted to Mr. Cutaia, which warrants are exercisable
within 60 days of the date of the table. Excludes 974,525 restricted stock awards that will not vest within 60 days of the
date of table. The total also excludes 665,460 shares of our common stock underlying stock options not exercisable within
60 days of the date of the table.
|
|
|
(5)
|
Includes
593,066 shares of our common stock held directly and 5,333 shares of our common stock held by Mr. Geiskopf’s children.
Also includes 183,333 shares of our common stock underlying stock options exercisable within 60 days of the date of the table.
Excludes 292,073 restricted stock awards that will not vest within 60 days of the date of the table.
|
(6)
|
Includes
214,801 shares of our common stock held directly. Also, includes 279,542 shares of our common stock underlying stock options
that are exercisable within 60 days of the date of the table. Excludes 622,639 restricted stock awards that will not vest
within 60 days of the date of the table. The total also excludes 253,343 shares of our common stock underlying stock options
not exercisable within 60 days of the date of the table.
|
|
|
(7)
|
Includes
9,391 shares of our common stock held directly. Also includes 40,000 shares of our common stock underlying stock options exercisable
within 60 days of the date of the table. Excludes 146,037 restricted stock awards that will not vest within 60 days of the
date of the table. The total also excludes 26,667 shares of our common stock underlying stock options not exercisable within
60 days of the date of the table.
|
|
|
(8)
|
Includes
4,891 shares of our common stock held directly. Excludes 234,244 restricted stock awards that will not vest within 60 days
of the date of the table.
|
|
|
(9)
|
Includes
137,805 shares of our common stock held directly. Also includes 88,889 shares of our common stock underlying stock options
exercisable within 60 days of the date of the table. Excludes 44,444 shares of our common stock underlying stock options not
exercisable within 60 days of the date of the table.
|
Equity
Compensation Plan Information
The
following table provides information about our common stock that may be issued upon the exercise of options, warrants and rights
under all our existing equity compensation plans as of December 31, 2019.
Plan category
|
|
Number of
securities to be
issued upon
exercise
of outstanding
restricted stock
awards,
options, warrants
and rights
(a)
|
|
|
Weighted-average
exercise price of
outstanding
restricted stock
awards, options,
warrants and
rights (b)
|
|
|
Number of
securities
remaining
available for
future issuance
under equity compensation plans
(excluding securities
reflected in column (a))
(c)
|
|
Equity compensation plans approved by security holders
|
|
|
2,594,522
|
|
|
$
|
1.52
|
|
|
|
5,662,145
|
|
Equity compensation plans not approved by security holders
|
|
|
2,858,462
|
|
|
$
|
1.79
|
|
|
|
-
|
|
Total
|
|
|
5,452,984
|
|
|
$
|
1.66
|
|
|
|
5,662,145
|
|
SELLING
SECURITY HOLDERS
This
prospectus covers the sale by the selling security holders of up to 8,393,387 shares of common stock.
Common
Stock Offering
On
February 5, 2020, we initiated a private placement for the sale and issuance of our common stock at $1.20 per share pursuant to
an exemption from the registration requirements of the Securities Act of 1933, as amended, or the Securities Act, provided in
Section 4(a)(2) thereof, Rule 506 of Regulation D promulgated thereunder and/or Regulation S promulgated thereunder pursuant to
the terms of a Subscription Agreement. From February 25, 2020 through May 13, 2020 we issued an aggregate of 4,237,830 shares
of our common stock in the offering to the investors in the common stock offering.
In
connection with the common stock offering, we issued to a non-U.S. consultant, or the Consultant, the Consultant Warrants and
22,500 shares of our common stock. In addition, we issued 100,000 shares of our common stock to the principal of the Consultant.
The Consultant Warrants are comprised of three separate warrants issued on February 25, 2020 (the “February Consultant Warrant”),
March 20, 2020 (the “March 20 Consultant Warrant”) and March 31, 2020 (the “March 31 Consultant Warrant”).
The Consultant Warrants are exercisable from and after the date of their respective issuances and expire on February 24, 2025
with respect to the February Consultant Warrant, March 19, 2025 with respect to the March 20 Consultant Warrant and on March 30,
2025 with respect to the March 31 Consultant Warrant. All of the Consultant Warrants have an original exercise price of $1.92
per share. A holder of Consultant Warrants will not have the right to exercise any portion of its Consultant Warrants if the holder,
together with its affiliates, would beneficially own over 4.99%; provided, however, that upon prior notice to us, the holder may
decrease or may increase its ownership limitation, provided that in no event will the ownership limitation exceed 9.99%.
The
exercise price of our common stock issuable upon exercising the Consultant Warrants will be subject to adjustment in the event
of any stock dividends and splits, reverse stock split, recapitalization, reorganization or similar transaction, as described
therein. If we or any subsidiary, at any time while the Consultant Warrants are outstanding, sell or grant any option to purchase,
or sell or grant any right to reprice or otherwise dispose of or issue any common stock or common stock equivalents at an effective
price less than the exercise price then in effect, then the exercise price shall be reduced to the lower exercise price then in
effect, subject to adjustment for reverse and forward stock splits, recapitalizations, and similar transactions and subject to
certain exceptions. The Consultant Warrants impose penalties on us for failure to timely deliver the shares of common stock.
Although
we have not entered into any registration rights agreement or granted any registration rights in connection with the issuance
and sale of the common stock in the common stock offering, the issuance of the Consultant Warrants or the issuance of common stock
to the principal of the Consultant, we have elected to register for resale the shares of common stock issued in the common stock
offering and the shares of common stock issuable upon exercise of the Consultant Warrants.
Common
Stock Issued to Adam Wolfson
Private
Placement
On
March 29, 2016, we entered into a subscription agreement, or Subscription Agreement, with Adam Wolfson pursuant to which we issued
136,906 shares of our common stock, as adjusted for a 1-for-15 reverse stock split implemented on February 1, 2019, to Adam Wolfson
at a price of $0.675 per share. The issuance was made in connection with a private placement of our common stock pursuant to an
exemption from the registration requirements of the Securities Act provided in Section 4(a)(2) thereof, Rule 506 of Regulation
D promulgated thereunder and/or Regulation S promulgated thereunder pursuant to the terms of a subscription agreement.
Promissory
Note
On
April 30, 2019, we issued an Amendment to Short-Term Demand Promissory Note, or Promissory Note, to Adam Wolfson, effective as
of July 10, 2019, pursuant to which we agreed to automatically convert the aggregate principal amount of $500,000 and the accrued
and unpaid interest as of July 29, 2019 due under the Promissory Note into 490,090 shares of our common stock on July 29, 2019
in full satisfaction of our obligations under the Promissory Note.
Consultant
Agreement
On
August 15, 2019, we entered into an Independent Consultant Agreement, or Consultant Agreement, with Adam Wolfson pursuant to which
we agreed to issue 100,000 shares of our common stock to Adam Wolfson as partial consideration for his consulting services.
Although
we have not entered into any registration rights agreement or granted any registration rights in connection with the issuance
and sale of the common stock in the Subscription Agreement, Promissory Note or Consultant Agreement, we have elected to register
for resale the shares of common stock issued in the Subscription Agreement, Promissory Note and Consultant Agreement.
Exchange
Agreement
On
September 4, 2020, Verb Acquisition entered into a Membership Interest Purchase Agreement with Ascend Certification, LLC, dba
SoloFire (“SoloFire”), the sellers party thereto (collectively, the “Sellers”), and Steve Deverall, solely
in his capacity as the seller representative, under which the Sellers agreed to sell their entire interest in SoloFire, representing
all of the outstanding limited liability company membership interests of SoloFire, to Verb Acquisition for a base purchase price
of $5,700,000 less an aggregate of $517,750 in certain adjustments, subject to certain potential post-closing working capital
adjustments, payable in a $1,982,250 promissory note and an aggregate of 2,642,159 LLC Units.
In
connection with the acquisition of SoloFire, we, Verb Acquisition and the LLC Unit Holders entered into an Exchange Agreement
under which the parties agreed, from and after the six-month anniversary of September 4, 2020, that each LLC Unit Holder shall
be entitled to surrender its LLC Units in exchange for shares of our common stock at an exchange rate of one share of our common
stock for each LLC Unit. Under the exchange agreement the LLC Unit Holders were granted registration rights with respect to the
aggregate of 2,642,159 shares of our common stock issuable upon the exchange of LLC Units.
Restricted Stock Agreement
On September 4,
2020, we entered into the Restricted Stock Agreement with Dustin Kenyon pursuant to which we granted Dustin Kenyon 247,703
restricted stock units. The restricted stock units vest on January 1, 2021 and cannot be
assigned, alienated, pledged, attached or otherwise encumbered prior to vesting, and, if any such attempt is made, the
restricted shares shall be forfeited. Dustin Kenyon is entitled to all of the rights of a shareholder including, without
limitation, the right to vote such shares and receive all dividends or other distributions paid with respect to such
shares.
Although we have not
entered into any registration rights agreement or granted any registration rights in connection with the grant of the restricted
shares under the Restricted Stock Agreement, we have elected to register for resale the restricted shares granted in the Restricted
Stock Agreement.
Selling
Security Holder Table
This
prospectus covers the sale by the selling security holders of up to an aggregate of 8,393,387 shares of common stock. We
are registering the shares of common stock in order to permit the selling security holders to offer the shares for resale from
time to time. The selling security holders have not had any material relationship with us within the past three years other than
in connection with the private placement offering described above.
The
table below lists the selling security holders and other information regarding the beneficial ownership of the shares of common
stock held by each of the selling security holders. The second column lists the number of shares of common stock beneficially
owned by the selling security holders, based on their respective ownership of shares of common stock as of September 30, 2020.
The
third column lists the shares of common stock being offered by this prospectus by the selling security holders. The selling security
holders may sell all, some or none of their shares in this offering. See “Plan of Distribution.”
The
fourth column assumes the sale of all of the shares of common stock offered by the selling security holders under this prospectus.
Except
as disclosed in the footnotes to the table below, each of the selling security holders has represented to us that it is not a
broker-dealer, or affiliated with or associated with a broker-dealer, registered with the SEC or designated as a member of the
Financial Industry Regulatory Authority. The shares of common stock being offered under this prospectus may be offered for sale
from time to time during the period the registration statement of which this prospectus is a part remains effective, by or for
the accounts of the selling security holders listed below.
Beneficial
ownership is determined in accordance with the rules of the SEC, and includes voting or investment power with respect to the securities.
To our knowledge, except as indicated by footnote, and subject to community property laws where applicable, the persons named
in the table below have sole voting and investment power with respect to all shares of common stock shown as beneficially owned
by them. Except as indicated by footnote, all shares of common stock underlying derivative securities, if any, that are currently
exercisable or convertible or are scheduled to become exercisable or convertible for or into shares of common stock within 60
days after the date of the table are deemed to be outstanding for the purpose of calculating the percentage ownership of each
listed person or group but are not deemed to be outstanding as to any other person or group.
|
|
Shares
of Common Stock Beneficially Owned Prior
|
|
|
Maximum
Number of shares of Common Stock to be Sold Pursuant to this
|
|
|
Shares
of Common Stock Beneficially Owned After Offering(2)
|
|
Name
of Beneficial Owner
|
|
to
Offering
|
|
|
Prospectus(1)
|
|
|
Number
|
|
|
Percentage
|
|
Corvus International, Inc.
|
|
|
585,197
|
(3)
|
|
|
585,197
|
|
|
|
0
|
|
|
|
*
|
|
Kestrel Management, Inc.
|
|
|
585,197
|
(3)
|
|
|
585,197
|
|
|
|
0
|
|
|
|
*
|
|
The H2 Management Corp
|
|
|
585,197
|
(3)
|
|
|
585,197
|
|
|
|
0
|
|
|
|
*
|
|
Eclipse Enterprises and Management,
Inc.
|
|
|
585,197
|
(3)
|
|
|
585,197
|
|
|
|
0
|
|
|
|
*
|
|
Benjamin Philip Mosbarger
|
|
|
100,457
|
(3)
|
|
|
100,457
|
|
|
|
0
|
|
|
|
*
|
|
Jason Etherington
|
|
|
100,457
|
(3)
|
|
|
100,457
|
|
|
|
0
|
|
|
|
*
|
|
Nate Babbel
|
|
|
100,457
|
(3)
|
|
|
100,457
|
|
|
|
0
|
|
|
|
*
|
|
Dustin Kyle Kenyon
|
|
|
247,703
|
(4)
|
|
|
247,703
|
|
|
|
0
|
|
|
|
*
|
|
Adam Wolfson
|
|
|
726,996
|
|
|
|
726,996
|
|
|
|
0
|
|
|
|
*
|
|
Kalai Chelvan Arumugam
|
|
|
100,000
|
|
|
|
100,000
|
|
|
|
0
|
|
|
|
*
|
|
Nigel Geoffrey Atkinson
|
|
|
33,333
|
|
|
|
33,333
|
|
|
|
0
|
|
|
|
*
|
|
Steven John Baggott
|
|
|
85,000
|
|
|
|
85,000
|
|
|
|
0
|
|
|
|
*
|
|
Richard De Basto
|
|
|
100,000
|
|
|
|
50,000
|
|
|
|
50,000
|
|
|
|
*
|
|
Tan Wooi Bee
|
|
|
20,833
|
|
|
|
20,833
|
|
|
|
0
|
|
|
|
*
|
|
Timothy Brouwer
|
|
|
20,833
|
|
|
|
20,833
|
|
|
|
0
|
|
|
|
*
|
|
Matthew Peter Chambers
|
|
|
16,667
|
|
|
|
16,667
|
|
|
|
0
|
|
|
|
*
|
|
Joseph Chi-Tsung Chan
|
|
|
60,000
|
|
|
|
60,000
|
|
|
|
0
|
|
|
|
*
|
|
Phui Keen Chan
|
|
|
12,000
|
|
|
|
12,000
|
|
|
|
0
|
|
|
|
*
|
|
Vicent Chong Khang Chian
|
|
|
40,000
|
|
|
|
40,000
|
|
|
|
0
|
|
|
|
*
|
|
Richard Edwin Clarke
|
|
|
12,500
|
|
|
|
12,500
|
|
|
|
0
|
|
|
|
*
|
|
|
|
Shares of Common Stock Beneficially Owned Prior
|
|
|
Maximum Number of shares of Common Stock to be Sold Pursuant to this
|
|
|
Shares of Common Stock Beneficially Owned After Offering(2)
|
|
Name of Beneficial Owner
|
|
to Offering
|
|
|
Prospectus(1)
|
|
|
Number
|
|
|
Percentage
|
|
Keith Collins
|
|
|
100,000
|
|
|
|
100,000
|
|
|
|
0
|
|
|
|
*
|
|
Lesley Elizabeth Collins
|
|
|
20,833
|
|
|
|
20,833
|
|
|
|
0
|
|
|
|
*
|
|
Simon Paul Christopher Cook
|
|
|
85,000
|
|
|
|
85,000
|
|
|
|
0
|
|
|
|
*
|
|
Timothy Edward Coulson(5)
|
|
|
33,333
|
|
|
|
33,333
|
|
|
|
0
|
|
|
|
*
|
|
Andrew Dickinson
|
|
|
25,000
|
|
|
|
25,000
|
|
|
|
0
|
|
|
|
*
|
|
Tim Doolan
|
|
|
12,500
|
|
|
|
12,500
|
|
|
|
0
|
|
|
|
*
|
|
Jonathan Eddis
|
|
|
66,666
|
|
|
|
66,666
|
|
|
|
0
|
|
|
|
*
|
|
Natalia Pavlovna Driga-Ferguson
|
|
|
30,000
|
|
|
|
30,000
|
|
|
|
0
|
|
|
|
*
|
|
Cotroneo-Grulli Superannuation Fund
|
|
|
100,000
|
|
|
|
100,000
|
|
|
|
0
|
|
|
|
*
|
|
George Melville Howe and Rhonda Elizabeth Howe as Trustees for the M & R Howe Superannuation Fund
|
|
|
20,000
|
|
|
|
20,000
|
|
|
|
0
|
|
|
|
*
|
|
Ralph Cardinal Gertson III
|
|
|
12,300
|
|
|
|
5,000
|
|
|
|
7,300
|
|
|
|
*
|
|
Keng Huat Goh
|
|
|
25,000
|
|
|
|
25,000
|
|
|
|
0
|
|
|
|
*
|
|
David Ivon Gower
|
|
|
10,000
|
|
|
|
10,000
|
|
|
|
0
|
|
|
|
*
|
|
Edwin Nigel Paston Guyton
|
|
|
83,333
|
|
|
|
83,333
|
|
|
|
0
|
|
|
|
*
|
|
Susan Margot Hardwick
|
|
|
20,833
|
|
|
|
20,833
|
|
|
|
0
|
|
|
|
*
|
|
Chris Henderson
|
|
|
25,000
|
|
|
|
25,000
|
|
|
|
0
|
|
|
|
*
|
|
Mark Eric Henke
|
|
|
50,000
|
|
|
|
50,000
|
|
|
|
0
|
|
|
|
*
|
|
Phon Guan Ho
|
|
|
100,000
|
|
|
|
100,000
|
|
|
|
0
|
|
|
|
*
|
|
Yeoh Chai Hong
|
|
|
20,833
|
|
|
|
20,833
|
|
|
|
0
|
|
|
|
*
|
|
Lim Boon Hooi
|
|
|
20,000
|
|
|
|
20,000
|
|
|
|
0
|
|
|
|
*
|
|
David Hunter
|
|
|
10,000
|
|
|
|
10,000
|
|
|
|
0
|
|
|
|
*
|
|
Helen Mae Iwahiro
|
|
|
15,000
|
|
|
|
15,000
|
|
|
|
0
|
|
|
|
*
|
|
Qu Jiadong
|
|
|
250,000
|
|
|
|
250,000
|
|
|
|
0
|
|
|
|
*
|
|
Goh Jing Jing and Koay Siew Ean
|
|
|
20,833
|
|
|
|
20,833
|
|
|
|
0
|
|
|
|
*
|
|
Julie Ann Jones
|
|
|
16,667
|
|
|
|
16,667
|
|
|
|
0
|
|
|
|
*
|
|
Wong Pak Yuen Kelvin
|
|
|
20,000
|
|
|
|
20,000
|
|
|
|
0
|
|
|
|
*
|
|
Hwang Lip Koon and Tan Gaik Kheng
|
|
|
83,333
|
|
|
|
83,333
|
|
|
|
0
|
|
|
|
*
|
|
Tan Yeow Joo and Tan Yeow Hong(6)
|
|
|
25,000
|
|
|
|
25,000
|
|
|
|
0
|
|
|
|
*
|
|
Fa Jyh Huang and Jye Sing Ling
|
|
|
150,000
|
|
|
|
150,000
|
|
|
|
0
|
|
|
|
*
|
|
Robert John Kennedy(7)
|
|
|
25,000
|
|
|
|
25,000
|
|
|
|
0
|
|
|
|
*
|
|
Mark Alan Ladd
|
|
|
10,000
|
|
|
|
10,000
|
|
|
|
0
|
|
|
|
*
|
|
Michael Henry Lamyman and Jacqueline Louise Lamyman
|
|
|
50,000
|
|
|
|
50,000
|
|
|
|
0
|
|
|
|
*
|
|
Chia Yew Lee
|
|
|
29,166
|
|
|
|
29,166
|
|
|
|
0
|
|
|
|
*
|
|
Wing Ping Lee
|
|
|
46,667
|
|
|
|
46,667
|
|
|
|
0
|
|
|
|
*
|
|
Sunny Yan-Yang Li
|
|
|
20,000
|
|
|
|
20,000
|
|
|
|
0
|
|
|
|
*
|
|
Platypus II Holdings Limited
|
|
|
50,000
|
|
|
|
50,000
|
|
|
|
0
|
|
|
|
*
|
|
Feniton Holdings Limited
|
|
|
20,000
|
|
|
|
20,000
|
|
|
|
0
|
|
|
|
*
|
|
Winston Lo
|
|
|
20,000
|
|
|
|
20,000
|
|
|
|
0
|
|
|
|
*
|
|
Cataric Pty Ltd.
|
|
|
166,668
|
|
|
|
166,668
|
|
|
|
0
|
|
|
|
*
|
|
City Securities Ltd
|
|
|
476,666
|
|
|
|
476,666
|
|
|
|
0
|
|
|
|
*
|
|
Grandir Capital Pte Ltd.
|
|
|
100,000
|
|
|
|
100,000
|
|
|
|
0
|
|
|
|
*
|
|
Ning Ma
|
|
|
20,000
|
|
|
|
20,000
|
|
|
|
0
|
|
|
|
*
|
|
Robert C. W. Mason
|
|
|
20,000
|
|
|
|
20,000
|
|
|
|
0
|
|
|
|
*
|
|
James Masters
|
|
|
10,000
|
|
|
|
10,000
|
|
|
|
0
|
|
|
|
*
|
|
Ashton McGee
|
|
|
54,166
|
|
|
|
54,166
|
|
|
|
0
|
|
|
|
*
|
|
Sean O’Meara
|
|
|
33,333
|
|
|
|
33,333
|
|
|
|
0
|
|
|
|
*
|
|
Loo Kok Ming
|
|
|
41,666
|
|
|
|
41,666
|
|
|
|
0
|
|
|
|
*
|
|
Tan Chin Nam
|
|
|
16,667
|
|
|
|
16,667
|
|
|
|
0
|
|
|
|
*
|
|
Thomas Nothdurft
|
|
|
45,000
|
|
|
|
45,000
|
|
|
|
0
|
|
|
|
*
|
|
|
|
Shares of Common Stock Beneficially Owned Prior
|
|
|
Maximum Number of shares of Common Stock to be Sold Pursuant to this
|
|
|
Shares of Common Stock Beneficially Owned After Offering(2)
|
|
Name of Beneficial Owner
|
|
to Offering
|
|
|
Prospectus(1)
|
|
|
Number
|
|
|
Percentage
|
|
Jerome Olivier N. Nurenberg
|
|
|
12,500
|
|
|
|
12,500
|
|
|
|
0
|
|
|
|
*
|
|
Alfonso Garcia Ortiz
|
|
|
80,000
|
|
|
|
80,000
|
|
|
|
0
|
|
|
|
*
|
|
Emma Alexandra Palmer
|
|
|
30,833
|
|
|
|
30,833
|
|
|
|
0
|
|
|
|
*
|
|
Falcon Capital Partners
|
|
|
438,699
|
(8)
|
|
|
438,699
|
|
|
|
0
|
|
|
|
*
|
|
Rosita Binti Haji Ramli
|
|
|
20,833
|
|
|
|
20,833
|
|
|
|
0
|
|
|
|
*
|
|
Wilson Rondini
|
|
|
100,000
|
|
|
|
100,000
|
|
|
|
0
|
|
|
|
*
|
|
Walter Ruffinoni
|
|
|
20,833
|
|
|
|
20,833
|
|
|
|
0
|
|
|
|
*
|
|
Maxwell Sloyan
|
|
|
5,000
|
|
|
|
5,000
|
|
|
|
0
|
|
|
|
*
|
|
Paul Sloyan
|
|
|
25,000
|
|
|
|
25,000
|
|
|
|
0
|
|
|
|
*
|
|
Brett Edward Smythe
|
|
|
83,334
|
|
|
|
83,334
|
|
|
|
0
|
|
|
|
*
|
|
William A. T. Stephens
|
|
|
80,000
|
|
|
|
80,000
|
|
|
|
0
|
|
|
|
*
|
|
Jonathan T. Suder
|
|
|
104,167
|
|
|
|
104,167
|
|
|
|
0
|
|
|
|
*
|
|
Tongtao Sun
|
|
|
41,667
|
|
|
|
41,667
|
|
|
|
0
|
|
|
|
*
|
|
James Sunley
|
|
|
200,000
|
|
|
|
200,000
|
|
|
|
0
|
|
|
|
*
|
|
Etienne Szivo
|
|
|
16,667
|
|
|
|
16,667
|
|
|
|
0
|
|
|
|
*
|
|
David Haig Thomas
|
|
|
37,500
|
|
|
|
37,500
|
|
|
|
0
|
|
|
|
*
|
|
Guenter Taus
|
|
|
50,000
|
|
|
|
50,000
|
|
|
|
0
|
|
|
|
*
|
|
Tawaraya United
|
|
|
100,000
|
|
|
|
100,000
|
|
|
|
0
|
|
|
|
*
|
|
Har Kooi Voon
|
|
|
30,000
|
|
|
|
30,000
|
|
|
|
0
|
|
|
|
*
|
|
Andrew Eugene Paul Wates
|
|
|
41,667
|
|
|
|
41,667
|
|
|
|
0
|
|
|
|
*
|
|
Li Yang
|
|
|
20,000
|
|
|
|
20,000
|
|
|
|
0
|
|
|
|
*
|
|
Delphine Catherine Marianne York
|
|
|
62,500
|
|
|
|
62,500
|
|
|
|
0
|
|
|
|
*
|
|
Stephen Young
|
|
|
25,000
|
|
|
|
25,000
|
|
|
|
0
|
|
|
|
*
|
|
(*)
|
Indicates
beneficial ownership of less than 1%.
|
|
|
(1)
|
Amount
includes 7,977,188 shares of common stock and 416,199 shares of common stock issuable upon exercise of the Consultant
Warrants.
|
|
|
(2)
|
Assumes
all shares being offered under this prospectus are sold. The percentage of beneficial ownership after the offering is based
on 49,969,851 shares of common stock, consisting of 46,663,790 shares of common stock outstanding as of September 30,
2020 and the 3,306,061 shares of common stock offered under this prospectus not already issued and outstanding.
|
|
|
(3)
|
Represents
the number of shares of our common stock which will be issued by us in the future from time to time under an exchange agreement
pursuant to which the selling security holder may exchange his or its LLC Units for shares of our common stock on a one-for-one
basis.
|
|
|
(4)
|
Amount represents 247,703 shares of our common
stock issuable upon vesting of restricted stock unit awards granted pursuant to the Restricted Stock Agreement, which vest on January 1, 2021.
|
|
|
(5)
|
Timothy Edward Coulson has represented that he
is an affiliate of a broker-dealer. Mr. Coulson has represented that he purchased the shares of common stock in the ordinary
course of business, and at the time of the purchase of the shares of common stock to be resold, he had no agreements or understandings,
directly or indirectly, with any person to distribute the shares of common stock.
|
|
|
(6)
|
Tan Yeow Joo and Tan Yeow Hong have represented
that they are broker-dealers and as such are deemed to be underwriters under this registration statement.
|
|
|
(7)
|
The
registered holder of the referenced shares to be registered is RKKC Pty Ltd.
|
|
|
(8)
|
Amount
includes 22,500 shares of common stock and 416,199 shares of common stock issuable upon exercise of the Consultant Warrants.
|
PLAN
OF DISTRIBUTION
We
are registering the shares of common stock to permit the resale of these shares of common stock by the selling security holders
from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling security
holders of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of
common stock.
The
selling security holders may sell all or a portion of the shares of common stock held by them and offered hereby from time to
time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters
or broker-dealers, the selling security holders will be responsible for underwriting discounts or commissions or agent’s
commissions. The shares of common stock may be sold in one or more transactions at fixed prices, at prevailing market prices at
the time of the sale, at varying prices determined at the time of sale or at negotiated prices. These sales may be effected in
transactions, which may involve crosses or block transactions, pursuant to one or more of the following methods:
|
●
|
on
any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;
|
|
|
|
|
●
|
in
the over-the-counter market;
|
|
|
|
|
●
|
in
transactions otherwise than on these exchanges or systems or in the over-the-counter market;
|
|
|
|
|
●
|
through
the writing or settlement of options, whether such options are listed on an options exchange or otherwise;
|
|
|
|
|
●
|
ordinary
brokerage transactions and transactions in which the broker-dealer solicits purchasers;
|
|
|
|
|
●
|
block
trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block
as principal to facilitate the transaction;
|
|
|
|
|
●
|
purchases
by a broker-dealer as principal and resale by the broker-dealer for its account;
|
|
|
|
|
●
|
an
exchange distribution in accordance with the rules of the applicable exchange;
|
|
|
|
|
●
|
privately
negotiated transactions;
|
|
|
|
|
●
|
short
sales made after the date the registration statement of which this prospectus forms a part is declared effective by the SEC;
|
|
|
|
|
●
|
broker-dealers
may agree with the selling security holders to sell a specified number of such shares at a stipulated price per share;
|
|
|
|
|
●
|
a
combination of any such methods of sale; and
|
|
|
|
|
●
|
any
other method permitted pursuant to applicable law.
|
The
selling security holders may also sell the shares of common stock under Rule 144 promulgated under the Securities Act, or any
other exemption under the Securities Act, if available, rather than under this prospectus. In addition, the selling security holders
may transfer the shares of common stock by other means not described in this prospectus. If the selling security holders effect
such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers
or agents may receive commissions in the form of discounts, concessions or commissions from the selling security holders or commissions
from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal (which discounts,
concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the
types of transactions involved). In connection with sales of the shares of common stock or otherwise, the selling security holders
may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the shares of common stock
in the course of hedging in positions they assume. The selling security holders may also sell the shares of common stock short
and deliver the shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in
connection with such short sales. The selling security holders may also loan or pledge the shares of common stock to broker-dealers
that in turn may sell such shares.
The
selling security holders may pledge or grant a security interest in some or all of the shares of common stock owned by them and,
if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares
of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other
applicable provision of the Securities Act amending, if necessary, the list of selling security holders to include the pledgee,
transferee or other successors in interest as selling security holders under this prospectus. The selling security holders also
may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other
successors in interest will be the selling beneficial owners for purposes of this prospectus.
To
the extent required by the Securities Act and the rules and regulations thereunder, the selling security holders and any broker-dealer
participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning
of the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed
to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the shares of common
stock is made, a prospectus supplement, if required, will be distributed, which will set forth the aggregate amount of shares
of common stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any
discounts, commissions and other terms constituting compensation from the selling security holders and any discounts, commissions
or concessions allowed or re-allowed or paid to broker-dealers.
Under
the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed
brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered
or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.
There
can be no assurance that any selling security holder will sell any or all of the shares of common stock registered pursuant to
the registration statement, of which this prospectus forms a part.
The
selling security holders and any other person participating in such distribution will be subject to applicable provisions of the
Securities Exchange Act of 1934, as amended, or the Exchange Act, and the rules and regulations thereunder, including, without
limitation, to the extent applicable, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any
of the shares of common stock by the selling security holders and any other participating person. To the extent applicable, Regulation
M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making
activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common
stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock.
Once
sold under the registration statement, of which this prospectus forms a part, the shares of common stock will be freely tradable
in the hands of persons other than our affiliates.
DISCLOSURE
OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the
SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.
LEGAL
MATTERS
The
validity of the shares of common stock offered under this prospectus will be passed upon by Troutman Pepper Hamilton Sanders LLP,
Irvine, California.
EXPERTS
The
financial statements of Verb Technology Company, Inc. as of and for the years ended December 31, 2019 and 2018 appearing in Verb
Technology Company, Inc.’s Annual Report on Form 10-K, as amended by Amendment No. 1 to Annual Report on Form 10-K/A, have
been audited by Weinberg & Company, P.A., an independent registered public accounting firm, as stated in their report thereon,
included therein, and are incorporated by reference in reliance upon such report and upon the authority of such firm as experts
in accounting and auditing.
WHERE
YOU CAN FIND ADDITIONAL INFORMATION
We
have filed with the SEC a registration statement on Form S-3 under the Securities Act, and the rules and regulations promulgated
under the Securities Act, with respect to the shares of common stock offered under this prospectus. This prospectus, which constitutes
a part of the registration statement, does not contain all of the information contained in the registration statement and the
exhibits and schedules to the registration statement. Many of the contracts and documents described in this prospectus are filed
as exhibits to the registration statements and you may review the full text of these contracts and documents by referring to these
exhibits.
For
further information with respect to us and the shares of common stock offered under this prospectus, reference is made to the
registration statement and its exhibits and schedules. We file reports, including annual reports on Form 10-K, quarterly reports
on Form 10-Q and current reports on Form 8-K with the SEC.
The
SEC maintains an Internet web site that contains reports, prospectus and information statements and other information regarding
issuers, including Verb Technology Company, Inc., that file electronically with the SEC. The SEC’s Internet website address
is http://www.sec.gov. Our Internet website address is https://www.verb.tech/.
We
do not anticipate that we will send an annual report to our shareholders until and unless we are required to do so by the rules
of the SEC.
All
trademarks or trade names referred to in this prospectus are the property of their respective owners.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The
SEC allows us to “incorporate by reference” into this prospectus much of the information we file with the SEC, which
means that we can disclose important information to you by referring you to those publicly available documents. The information
that we incorporate by reference into this prospectus is considered to be part of this prospectus. These documents may include
Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as proxy statements. You
should read the information incorporated by reference because it is an important part of this prospectus.
This
prospectus incorporates by reference the documents listed below, other than those documents or the portions of those documents
deemed to be furnished and not filed in accordance with SEC rules:
|
●
|
our
Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the SEC on May 14, 2020;
|
|
|
|
|
●
|
our
Amendment No. 1 to our Annual Report on Form 10-K/A for the fiscal year ended December 31, 2019, filed with the SEC on June
4, 2020;
|
|
|
|
|
●
|
our
Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed with the SEC on May 15, 2020;
|
|
●
|
our
Amendment No. 1 to our Quarterly Report on Form 10-Q/A for the quarter ended March 31, 2020, filed with the SEC on June 4,
2020;
|
|
|
|
|
●
|
our
Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, filed with the SEC on August 14, 2020;
|
|
|
|
|
●
|
our
Definitive Proxy Statement on Schedule 14A, filed with the SEC on September 11, 2020;
|
|
|
|
|
●
|
our
Current Reports on Form 8-K filed with the SEC on February 25, 2020, March 23, 2020, March 27, 2020, May 4, 2020, May 14,
2020, July 24, 2020, July 30, 2020, July 31, 2020, August 17, 2020, August 20, 2020, September 10, 2020 and October 13, 2020;
and
|
|
|
|
|
●
|
the
description of our securities contained in Exhibit 4.17 of our Annual Report on Form 10-K for the fiscal year ended December
31, 2019, filed with the SEC on May 14, 2020, including any amendment or report filed for the purpose of updating such description.
|
We
also incorporate by reference any future filings (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K
and exhibits filed on such form that are related to such items unless such Form 8-K expressly provides to the contrary) made with
the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, including those made after the date of the initial
filing of the registration statement of which this prospectus forms a part and prior to effectiveness of such registration statement,
until we file a post-effective amendment that indicates the termination of the offering of the shares of common stock made by
this prospectus and such future filings will become a part of this prospectus from the respective dates that such documents are
filed with the SEC. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes hereof or of the related prospectus supplement to the extent that a
statement contained herein or in any other subsequently filed document which is also incorporated or deemed to be incorporated
herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this prospectus.
You
may obtain copies of the documents incorporated by reference in this prospectus from us free of charge by requesting them in writing
or by telephone at the following address:
Verb
Technology Company, Inc.
2210 Newport Boulevard, Suite 200
Newport Beach, California 92663
Attn:
Investor Relations
Telephone:
(855) 250-2300
PART
II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item
14. Other Expenses of Issuance and Distribution.
The
following table sets forth all expenses to be paid by us in connection with this offering. All amounts shown are estimates except
for the SEC registration fee.
SEC Registration Fee
|
|
$
|
1,054
|
|
Accounting
Fees and Expenses
|
|
|
2,500
|
|
Legal Fees and Expenses
|
|
|
20,000
|
|
Printing Costs
|
|
|
—
|
|
Miscellaneous
|
|
|
1,500
|
|
Total
|
|
$
|
25,054
|
|
Item
15. Indemnification of Directors and Officers.
We
are a Nevada corporation governed by the Nevada Revised Statutes, or NRS.
Section
78.138 of the NRS provides that, unless the corporation’s articles of incorporation provide otherwise, a director or officer
will not be individually liable unless it is proven that (i) the director’s or officer’s acts or omissions constituted
a breach of his or her fiduciary duties, and (ii) such breach involved intentional misconduct, fraud, or a knowing violation of
the law.
Section
78.7502 of the NRS permits a company to indemnify its directors and officers against expenses, judgments, fines, and amounts paid
in settlement actually and reasonably incurred in connection with a threatened, pending, or completed action, suit, or proceeding,
if the officer or director (i) is not liable pursuant to Section 78.138 of the NRS, or (ii) acted in good faith and in a manner
the officer or director reasonably believed to be in or not opposed to the best interests of the corporation and, if a criminal
action or proceeding, had no reasonable cause to believe the conduct of the officer or director was unlawful. Section 78.7502
of the NRS also precludes indemnification by the corporation if the officer or director has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals, to be liable to the corporation or for amounts paid in settlement to the corporation,
unless and only to the extent that the court determines that in view of all the circumstances, the person is fairly and reasonably
entitled to indemnity for such expenses and requires a corporation to indemnify its officers and directors if they have been successful
on the merits or otherwise in defense of any claim, issue, or matter resulting from their service as a director or officer.
Section
78.751 of the NRS permits a Nevada corporation to indemnify its officers and directors against expenses incurred by them in defending
a civil or criminal action, suit, or proceeding as they are incurred and in advance of a final disposition thereof, upon determination
by the shareholders, the disinterested board members, or by independent legal counsel. Section 78.751 of the NRS provides that
the articles of incorporation, the bylaws, or an agreement may require a corporation to advance expenses as incurred upon receipt
of an undertaking by or on behalf of the officer or director to repay the amount if it is ultimately determined by a court of
competent jurisdiction that such officer or director is not entitled to be indemnified by the corporation if so provided in the
corporation’s articles of incorporation, bylaws, or other agreement. Section 78.751 of the NRS further permits the corporation
to grant its directors and officers additional rights of indemnification under its articles of incorporation, bylaws, or other
agreement.
Section
78.752 of the NRS provides that a Nevada corporation may purchase and maintain insurance or make other financial arrangements
on behalf of any person who is or was a director, officer, employee, or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee, or agent of another company, partnership, joint venture, trust, or
other enterprise, for any liability asserted against him and liability and expenses incurred by him in his capacity as a director,
officer, employee, or agent, or arising out of his status as such, whether or not the corporation has the authority to indemnify
him against such liability and expenses. We have obtained insurance policies insuring our directors and officers against certain
liabilities they may incur in their capacity as directors and officers. Under such policies, the insurer, on our behalf, may also
pay amounts for which we have granted indemnification to the directors or officers.
The
foregoing discussion of indemnification merely summarizes certain aspects of indemnification provisions and is limited by reference
to the above discussed sections of the NRS.
Our
articles of incorporation provide that, except in some specified instances, our directors and officers shall not be personally
liable to us or our shareholders for monetary damages for breach of their fiduciary duty as directors and officers, except liability
for the following:
|
●
|
acts
or omissions which involve intentional misconduct, fraud or knowing violation of law; or
|
|
●
|
the
payment of distributions in violation of NRS 78.300, as amended.
|
In
addition, our articles of incorporation and bylaws provide that we must indemnify our directors and officers and may indemnify
our employees and other agents to the fullest extent permitted by the NRS. Our bylaws also authorize us to purchase and maintain
insurance on behalf of any of our directors or officers against any liability asserted against that person in that capacity, whether
or not we would have the power to indemnify that person against such liability and expenses. We have entered and expect to continue
to enter into agreements to indemnify our directors and executive officers as determined by our board of directors. In general,
the indemnification agreements provide that we will, to the fullest extent permitted by Nevada law and subject to certain limitations,
indemnify the indemnitee against certain expenses (including attorneys’ fees), judgments, fines, penalties, and settlement
amounts that may be incurred in connection with the defense or settlement of any claim, criminal, civil, or administrative action
or proceeding to which the indemnitee becomes subject in connection with his or her services as an executive officer, director,
or both. We believe that these bylaw provisions and indemnification agreements are necessary to attract and retain qualified persons
as directors and executive officers.
The
limitation of liability and indemnification provisions in our articles of incorporation and bylaws may discourage shareholders
from bringing a lawsuit against our directors for breach of their fiduciary duty. They may also reduce the likelihood of derivative
litigation against our directors and officers, even though an action, if successful, might benefit us and other shareholders.
Furthermore, a shareholder’s investment may be adversely affected to the extent that we pay the costs of settlement and
damage awards against directors and officers as required by these indemnification provisions.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling
persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by us of expenses incurred or paid by our director, officer, or controlling person
in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in
connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
Reference
is made to the following documents filed as exhibits to this registration statement regarding relevant indemnification provisions
described above and elsewhere in this registration statement.
Document
|
|
Exhibit
Number
|
Articles
of Incorporation
|
|
3.1
|
Amended
and Restated Bylaws
|
|
3.2
|
Form
of Indemnity Agreement between Verb Technology Company, Inc. and each of its Executive Officers and Directors
|
|
10.43
|
Item
16. Exhibits.
The
exhibits listed below are filed as part of or incorporated by reference into this registration statement on Form S-3. Where certain
exhibits are incorporated by reference from a previous filing, the exhibit numbers and previous filings are identified.
INDEX
TO EXHIBITS
|
|
|
|
Where
Located
|
Exhibit
Number
|
|
Description*
|
|
Form
|
|
File
Number
|
|
Exhibit
Number
|
|
Filing
Date
|
|
Filed
Herewith
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.1
|
|
Underwriting Agreement dated as of July 21, 2020 by and between Verb Technology Company, Inc. and Ladenburg Thalmann & CO., Inc.
|
|
8-K
|
|
001-38834
|
|
1.1
|
|
07/24/2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.1
|
|
Articles of Incorporation as filed with the Secretary of State of the State of Nevada on November 27, 2012
|
|
S-1
|
|
333-187782
|
|
3.1
|
|
04/08/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.2
|
|
Amended and Restated Bylaws of Verb Technology Company, Inc.
|
|
8-K
|
|
001-38834
|
|
3.12
|
|
11/01/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.3
|
|
Certificate of Change as filed with the Secretary of State of the State of Nevada on October 6, 2014
|
|
8-K
|
|
001-38834
|
|
3.3
|
|
10/22/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.4
|
|
Articles of Merger as filed with the Secretary of State of the State of Nevada on October 6, 2014
|
|
8-K
|
|
001-38834
|
|
3.4
|
|
10/22/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.5
|
|
Articles of Merger as filed with the Secretary of State of the State of Nevada on April 4, 2017
|
|
8-K
|
|
001-38834
|
|
3.5
|
|
04/24/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.6
|
|
Certificate of Correction as filed with the Secretary of State of the State of Nevada on April 17, 2017
|
|
8-K
|
|
001-38834
|
|
3.6
|
|
04/24/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.7
|
|
Certificate of Change as filed with the Secretary of State of the State of Nevada on February 1, 2019
|
|
10-K
|
|
001-38834
|
|
3.7
|
|
02/07/2019
|
|
|
3.8
|
|
Articles of Merger as filed with the Secretary of State of the State of Nevada on January 31, 2019
|
|
10-K
|
|
001-38834
|
|
3.8
|
|
02/07/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.9
|
|
Certificate of Correction as filed with the Secretary of State of the State of Nevada on February 22, 2019
|
|
S-1/A
|
|
333-226840
|
|
3.9
|
|
03/14/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.10
|
|
Articles of Merger of Sound Concepts, Inc. with and into NF Merger Sub, Inc. as filed with the Utah Division of Corporations and Commercial Code on April 12, 2019
|
|
10-Q
|
|
001-38834
|
|
3.10
|
|
05/15/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.11
|
|
Statement of Merger of Verb Direct, Inc. with and into NF Acquisition Company, LLC as filed with the Utah Division of Corporations and Commercial Code on April 12, 2019
|
|
10-Q
|
|
001-38834
|
|
3.11
|
|
05/15/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.12
|
|
Certificate of Withdrawal of Certificate of Designation of Series A Convertible Preferred Stock as filed with the Secretary of State of the State of Nevada on August 10, 2018
|
|
S-1
|
|
333-226840
|
|
4.28
|
|
08/14/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.13
|
|
Certificate of Designation of Rights, Preferences, and Restrictions of Series A Convertible Preferred Stock as filed with the Secretary of State of the State of Nevada on August 12, 2019
|
|
10-Q
|
|
001-38334
|
|
3.12
|
|
08/14/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.1
|
|
Common Stock Purchase Warrant (First Warrant) dated September 15, 2017, issued to Kodiak Capital Group, LLC
|
|
8-K
|
|
001-38834
|
|
4.1
|
|
10/02/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.2
|
|
Common Stock Purchase Warrant (Second Warrant) dated September 15, 2017, issued to Kodiak Capital Group, LLC
|
|
8-K
|
|
001-38834
|
|
4.2
|
|
10/02/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.3
|
|
Common Stock Purchase Warrant (Third Warrant) dated September 15, 2017, issued to Kodiak Capital Group, LLC
|
|
8-K
|
|
001-38834
|
|
4.3
|
|
10/02/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.4
|
|
Common Stock Purchase Warrant dated December 5, 2017 issued to EMA Financial, LLC
|
|
8-K
|
|
001-38834
|
|
10.3
|
|
12/14/2017
|
|
|
4.5
|
|
Common Stock Purchase Warrant dated December 5, 2017 issued to Auctus Fund, LLC
|
|
8-K
|
|
001-38834
|
|
10.6
|
|
12/14/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.6
|
|
Common Stock Purchase Warrant dated January 11, 2018 issued to EMA Financial, LLC
|
|
8-K
|
|
001-38834
|
|
10.3
|
|
01/26/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.7
|
|
Common Stock Purchase Warrant dated January 10, 2018 issued to Auctus Fund, LLC
|
|
8-K
|
|
001-38834
|
|
10.6
|
|
01/26/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.8
|
|
Convertible Promissory Note dated October 30, 2018 in favor of Ira Gains.
|
|
10-K
|
|
001-38834
|
|
4.31
|
|
02/07/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.9
|
|
Convertible Promissory Note dated October 30, 2018 in favor of Gina Trippiedi
|
|
10-K
|
|
001-38834
|
|
4.32
|
|
02/07/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.10
|
|
5% Original Issue Discount Promissory Note due August 1, 2019 issued in favor of Bellridge Capital, LP
|
|
10-K
|
|
001-38834
|
|
4.33
|
|
02/07/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.11
|
|
Form of Investor Common Stock Purchase Warrant
|
|
S-1/A
|
|
333-226840
|
|
4.34
|
|
04/02/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.12
|
|
Form of Underwriter’s Common Stock Purchase Warrant
|
|
S-1/A
|
|
333-226840
|
|
4.35
|
|
04/02/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.13
|
|
Form of Common Stock Purchase Warrant in favor of A.G.P./Alliance Global Partners
|
|
S-1/A
|
|
333-226840
|
|
4.36
|
|
04/02/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.14
|
|
Form of Common Stock Purchase Warrant
|
|
10-Q
|
|
001-38834
|
|
4.37
|
|
08/14/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.15
|
|
Verb Technology Company, Inc. 2019 Omnibus Incentive Plan#
|
|
S-8
|
|
333-235684
|
|
4.13
|
|
12/23/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.16
|
|
Form of Common Stock Purchase Warrant (granted by the Company in February 2020 and March 2020)
|
|
8-K
|
|
001-38834
|
|
4.38
|
|
02/25/2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.17
|
|
Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
|
|
10-K/A
|
|
001-38834
|
|
4.17
|
|
06/04/2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.18
|
|
Common Stock Purchase Warrant in favor of Iroquois Capital Investment Group LLC
|
|
S-3
|
|
333-243438
|
|
4.18
|
|
08/10/2020
|
|
|
4.19
|
|
Common Stock Purchase Warrant in favor of Iroquois Master Fund Ltd.
|
|
S-3
|
|
333-243438
|
|
4.19
|
|
08/10/2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.20
|
|
Common Stock Purchase Warrant in favor of Kingsbrook Opportunities Master Fund LP
|
|
S-3
|
|
333-243438
|
|
4.20
|
|
08/10/2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.21
|
|
Common Stock Purchase Warrant in favor of Meridian Newcastle Group, Inc.
|
|
S-3
|
|
333-243438
|
|
4.21
|
|
08/10/2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.22
|
|
Common Stock Purchase Warrant in favor of Meridian Newcastle Group, Inc.
|
|
S-3
|
|
333-243438
|
|
4.22
|
|
08/10/2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.1
|
|
Opinion of Troutman Pepper Hamilton Sanders LLP
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.1
|
|
2014 Stock Option Plan#
|
|
8-K
|
|
001-38834
|
|
10.1
|
|
10/22/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.2
|
|
Executive Employment Agreement dated December 20, 2019 by and between the Company and Rory J. Cutaia#
|
|
10-K
|
|
001-38834
|
|
10.2
|
|
05/14/2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.3
|
|
Settlement and Release Agreement dated February 6, 2015, by and among Songstagram, Inc., Jeff Franklin, and the Company
|
|
8-K
|
|
001-38834
|
|
10.1
|
|
03/09/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.4
|
|
Form of Option Agreement for Messrs. Geiskopf and Cutaia#
|
|
8-K
|
|
001-38834
|
|
10.2
|
|
05/19/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.5
|
|
Form of Stock Option Agreement between Jeffrey R. Clayborne and the Company#
|
|
8-K
|
|
001-38834
|
|
10.2
|
|
05/19/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.6
|
|
Securities Purchase Agreement dated February 13, 2017, by and between the Company and certain purchasers named therein
|
|
8-K
|
|
001-38834
|
|
10.1
|
|
02/21/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.7
|
|
Equity Purchase Agreement, as corrected, dated September 15, 2017, by and between the Company and Kodiak Capital Group, LLC
|
|
8-K/A
|
|
001-38834
|
|
10.1
|
|
10/27/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.8
|
|
Registration Rights Agreement dated September 15, 2017, by and between the Company and Kodiak Capital Group, LLC
|
|
8-K
|
|
001-38834
|
|
10.2
|
|
10/02/2017
|
|
|
10.9
|
|
Securities Purchase Agreement dated December 5, 2017, by and between the Company and EMA Financial, LLC
|
|
8-K
|
|
001-38834
|
|
10.1
|
|
12/14/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.10
|
|
Securities Purchase Agreement, dated December 5, 2017, by and between the Company and Auctus Fund, LLC
|
|
8-K
|
|
001-38834
|
|
10.4
|
|
12/14/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.11
|
|
Securities Purchase Agreement dated December 13, 2017, by and between the Company and PowerUp Lending Group, LTD
|
|
8-K
|
|
001-38834
|
|
10.7
|
|
12/14/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.12
|
|
Securities Purchase Agreement dated January 11, 2018, by and between the Company and EMA Financial, LLC
|
|
8-K
|
|
001-38834
|
|
10.1
|
|
01/26/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.13
|
|
Securities Purchase Agreement, dated January 10, 2018, by and between the Company and Auctus Fund, LLC
|
|
8-K
|
|
001-38834
|
|
10.4
|
|
01/26/2018
|
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|
|
|
|
|
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|
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|
|
|
|
10.14
|
|
SuiteCloud Developer Network Agreement, dated January 2, 2018, by and between the Company and Oracle
|
|
8-K
|
|
001-38834
|
|
10.1
|
|
04/23/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.15
|
|
Lease Agreement, dated June 22, 2017, by and between La Park La Brea B LLC and the Company
|
|
S-1
|
|
333-226840
|
|
10.33
|
|
08/14/2018
|
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|
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|
|
|
|
|
10.16
|
|
Renewal Amendment of Lease Agreement, dated May 1, 2018, by and between La Park La Brea B LLC and the Company
|
|
S-1
|
|
333-226840
|
|
10.34
|
|
08/14/2018
|
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|
|
|
|
|
10.17
|
|
Adobe Marketo LaunchPoint Accelerate Program Agreement, dated April 1, 2018, by and between the Company and Adobe Marketo
|
|
S-1
|
|
333-226840
|
|
10.35
|
|
08/14/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.18
|
|
Securities Purchase Agreement dated October 19, 2018
|
|
8-K
|
|
001-38834
|
|
10.36
|
|
10/25/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.19
|
|
Agreement and Plan of Merger, dated November 8, 2018, by and among the Company, Sound Concepts, Inc., NF Merger Sub, Inc., NF Acquisition Company, LLC, the shareholders of Sound Concepts, Inc., and the shareholders’ representative
|
|
8-K
|
|
001-38834
|
|
10.1
|
|
11/14/2018
|
|
|
10.20
|
|
Letter Agreement dated November 8, 2018, by and among the Company, Sound Concepts, Inc., NF Merger Sub, Inc., NF Acquisition Company, LLC, the shareholders of Sound Concepts, Inc., and the shareholders’ representative
|
|
8-K
|
|
001-38834
|
|
10.2
|
|
11/14/2018
|
|
|
|
|
|
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|
|
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|
|
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|
|
10.21
|
|
Letter Agreement dated November 12, 2018, by and among the Company, Sound Concepts, Inc., NF Merger Sub, Inc., NF Acquisition Company, LLC, the shareholders of Sound Concepts, Inc., and the shareholders’ representative
|
|
8-K
|
|
001-38834
|
|
10.3
|
|
11/14/2018
|
|
|
|
|
|
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|
|
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|
|
|
|
|
|
10.22
|
|
Securities Purchase Agreement dated February 1, 2019 by and between the Company and Bellridge
|
|
10-K
|
|
001-38834
|
|
10.40
|
|
02/07/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.23
|
|
Lock-Up Agreement dated October 30, 2018, by and between the Company and Ira Gaines.
|
|
10-K
|
|
001-38834
|
|
10.41
|
|
02/07/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.24
|
|
Lock-Up Agreement dated October 30, 2018, by and between the Company and Gina Trippiedi
|
|
10-K
|
|
001-38834
|
|
10.42
|
|
02/07/2019
|
|
|
|
|
|
|
|
|
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|
|
|
|
10.25
|
|
Partner Application Distribution Agreement dated February 4, 2019, by and between the Company and Salesforce.com, Inc.
|
|
10-K
|
|
001-38834
|
|
10.43
|
|
02/07/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.26
|
|
Service Agreement dated December 21, 2018, by and between the Company and Major Tom Agency Inc.
|
|
10-K
|
|
001-38834
|
|
10.44
|
|
02/07/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.27
|
|
Lease Agreement dated February 5, 2019 by and between the Company and NPBeach Marina LLC
|
|
S-1/A
|
|
333-226840
|
|
10.45
|
|
02/19/2019
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
10.28
|
|
Warrant Agent Agreement dated April 4, 2019 by and between the Company and VStock Transfer, LLC
|
|
8-K
|
|
001-38834
|
|
10.1
|
|
04/05/2019
|
|
|
10.29
|
|
Short-Term Demand Promissory Note of the Company in favor of David Martin dated March 22, 2019
|
|
S-1/A
|
|
333-226840
|
|
10.47
|
|
04/02/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.30
|
|
Short-Term Demand Promissory Note of the Company in favor of Amin Somani dated April 2, 2019
|
|
10-Q
|
|
001-38834
|
|
10.48
|
|
05/15/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.31
|
|
Demand Promissory Note of the Company in favor of Adam Wolfson dated April 30, 2019
|
|
10-Q
|
|
001-38834
|
|
10.49
|
|
05/15/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.32
|
|
Short-Term Demand Promissory Note of the company in favor of Amin Somani dated March 29, 2019
|
|
10-Q
|
|
001-38834
|
|
10.50
|
|
08/14/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.33
|
|
Amendment to Short-Term Promissory Note of the Company in favor of Amin Somani dated July 10, 2019
|
|
10-Q
|
|
001-38834
|
|
10.51
|
|
08/14/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.34
|
|
Amendment to Short-Term Demand Promissory Note of the Company in favor of Amin Somani dated July 10, 2019
|
|
10-Q
|
|
001-38834
|
|
10.52
|
|
08/14/2019
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
10.35
|
|
Amendment to Short-Term Demand Promissory Note of the Company in favor of Adam Wolfson dated July 29, 2019
|
|
10-Q
|
|
001-38834
|
|
10.53
|
|
08/14/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.36
|
|
First Amendment to Lease dated June 2, 2019 by and between the Company and NPBeach Marina LLC
|
|
10-Q
|
|
001-38834
|
|
10.54
|
|
08/14/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.37
|
|
Extension Letter from the Company to NPBeach Marina LLC dated March 26, 2019
|
|
10-Q
|
|
001-38834
|
|
10.55
|
|
08/14/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.38
|
|
Securities Purchase Agreement dated August 14, 2019 between the Company and certain purchasers identified therein
|
|
10-Q
|
|
001-38834
|
|
10.56
|
|
08/14/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.39
|
|
Form of Omnibus Consultant and Acknowledgment Agreement, entered into as of February 7, 2020, by and between the Company and certain purchasers of the Company’s Series A convertible Preferred Stock and grantees of the Company’s common stock purchase warrants in August 2019
|
|
8-K
|
|
001-38834
|
|
10.58
|
|
02/25/2020
|
|
|
10.40
|
|
Form of alternative Omnibus Consultant And Acknowledgement Agreement, entered into as of February7, 2020, by and between the Company and certain purchasers of the Company’s Series A convertible Preferred Stock and grantees of the Company’s common stock purchase warrants in August 2019
|
|
8-K
|
|
001-38834
|
|
10.58a
|
|
02/25/2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.41
|
|
Form of Subscription Agreement (February and March 2020) entered into by the Private Placement investors and the Company
|
|
8-K
|
|
001-38834
|
|
10.59
|
|
02/25/2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.42
|
|
Promissory Note by Verb Technology Company, Inc. in favor of Zions Bancorporation, N.A. dated April 17, 2020
|
|
8-K
|
|
001-38834
|
|
10.1
|
|
05/14/2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.43
|
|
Form of Indemnity Agreement between Verb Technology Company, Inc. and each of its Executive Officers and Directors#
|
|
10-K/A
|
|
001-38834
|
|
10.43
|
|
06/04/2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.44
|
|
Settlement and Release Agreement dated as of August 5, 2020 by and among the Company, Iroquois Capital Investment Group LLC and Iroquois Master Fund Ltd.
|
|
S-3
|
|
333-243438
|
|
10.44
|
|
08/10/2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.45
|
|
Settlement and Release Agreement dated as of August 5, 2020 by and between the Company and Kingsbrook Opportunities Master Fund LP
|
|
S-3
|
|
333-243438
|
|
10.45
|
|
08/10/2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.46
|
|
Membership Interest Purchase Agreement, dated September 4, 2020, by and among Verb Acquisition Co., LLC, Ascend Certification, LLC, the sellers party thereto and Steve Deverall, as the seller representative
|
|
8-K
|
|
001-38834
|
|
10.1
|
|
9/10/2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.47
|
|
Promissory Note dated September 4, 2020 by Verb Acquisition Co., LLC in favor of Steve Deverall
|
|
8-K
|
|
001-38834
|
|
10.2
|
|
9/10/2020
|
|
|
10.48
|
|
Guaranty of Payment dated September 4, 2020 by Verb Technology Company, Inc. in favor of Steve Deverall
|
|
8-K
|
|
001-38834
|
|
10.3
|
|
9/10/2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.49
|
|
Exchange Agreement, dated September 4, 2020, by and among Verb Acquisition Co., LLC, Verb Technology Company, Inc. and the holders of Class B Units party thereto
|
|
8-K
|
|
001-38834
|
|
10.4
|
|
9/10/2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.50
|
|
Form of Contribution and Exchange Agreement, dated September 4, 2020, by and between Verb Acquisition Co., LLC and the investors party thereto
|
|
8-K
|
|
001-38834
|
|
10.5
|
|
9/10/2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.51
|
|
Amended and Restated Operating Agreement of Verb Acquisition Co., LLC, dated September 4, 2020, by and among Verb Acquisition Co., LLC and the members party thereto
|
|
8-K
|
|
001-38834
|
|
10.6
|
|
9/10/2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.52
|
|
Form of Private Placement Subscription Agreement
|
|
8-K
|
|
001-38834
|
|
10.1
|
|
4/11/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.53
|
|
Independent
Consultant Agreement dated as of August 15, 2019 by and between Verb Technology Company, Inc. and Adam Wolfson
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.54
|
|
Restricted Stock Award
Agreement dated as of September 4, 2020 by and between Verb Technology Company, Inc. and Dustin Kenyon
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14.1
|
|
Code of Ethics and Business Conduct for Directors, Senior Officers and Employees of Corporation
|
|
8-K
|
|
001-38834
|
|
14.1
|
|
10/22/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21.1
|
|
Subsidiaries of the Registrant
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23.1
|
|
Consent of Troutman Pepper Hamilton Sanders LLP (included in Exhibit 5.1 hereto)
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23.2
|
|
Consent of Independent Registered Public Accounting Firm
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24.1
|
|
Power of Attorney (included on the signature page to this Registration Statement)
|
|
|
|
|
|
|
|
|
|
X
|
(#)
|
A
contract, compensatory plan or arrangement to which a director or executive officer is a party or in which one or more directors
or executive officers are eligible to participate.
|
|
|
(*)
|
Certain
of the agreements filed as exhibits contain representations and warranties made by the parties thereto. The assertions embodied
in such representations and warranties are not necessarily assertions of fact, but a mechanism for the parties to allocate
risk. Accordingly, investors should not rely on the representations and warranties as characterizations of the actual state
of facts or for any other purpose at the time they were made or otherwise.
|
(b)
Financial Statement Schedules.
No
financial statement schedules are provided because the information called for is not required or is shown either in the financial
statements or notes.
Item
17. Undertakings.
The
undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the “Calculation of Registration fee” table in the effective registration statement; and
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement.
(2)
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
(4)
The undersigned Registrant hereby undertakes that for the purpose of determining liability under the Securities Act to any purchaser,
if the Registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating
to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A,
shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness.
Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part
of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify
any statement that was made in the registration statement or prospectus that was part of the registration statement or made in
any such document immediately prior to such date of first use.
(5)
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion
of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.
(6)
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933,
each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(7)
The undersigned hereby further undertakes that:
(i)
For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant
pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement
as of the time it was declared effective.
(ii)
For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form
of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona fide offering thereof.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Newport Beach, California, on this 20th day of October, 2020.
|
Verb
Technology Company, Inc.,
|
|
a
Nevada corporation
|
|
|
|
By:
|
/s/
RORY J. CUTAIA
|
|
|
Rory
J. Cutaia
|
|
|
President,
Chief Executive Officer, Secretary and Director
|
POWER
OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Rory J. Cutaia his attorney-in-fact
and agent, with the power of substitution and resubstitution, for him and in his name, place or stead, in any and all capacities,
to sign any amendment to this registration statement on Form S-3, and to file such amendments, together with exhibits and other
documents in connection therewith, with the SEC, granting to such attorney-in-fact and agent, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and about the premises, as fully as he might or could
do in person, and ratifying and confirming all that the attorney-in-fact and agent, or his substitute or substitutes, may do or
cause to be done by virtue hereof.
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
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/
RORY J. CUTAIA
|
|
President,
Chief Executive Officer (principal executive officer), Secretary and Director
|
|
October
20, 2020
|
Rory
J. Cutaia
|
|
|
|
|
|
|
|
/s/
JAMES P. GEISKOPF
|
|
Lead
Director
|
|
October
20, 2020
|
James
P. Geiskopf
|
|
|
|
|
|
|
|
|
|
/s/
JEFFREY CLAYBORNE
|
|
Chief
Financial Officer (principal financial and accounting officer) and Treasurer
|
|
October
20, 2020
|
Jeffrey
Clayborne
|
|
|
|
|
|
|
|
|
/s/
PHILLIP J. BOND
|
|
Director
|
|
October
20, 2020
|
Phillip
J. Bond
|
|
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/s/
KENNETH S. CRAGUN
|
|
Director
|
|
October
20, 2020
|
Kenneth
S. Cragun
|
|
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/s/
NANCY HEINEN
|
|
Director
|
|
October
20, 2020
|
Nancy
Heinen
|
|
|
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|
|
|
|
|
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/s/
JUDITH HAMMERSCHMIDT
|
|
Director
|
|
October
20, 2020
|
Judith
Hammerschmidt
|
|
|
|
|
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