Current Report Filing (8-k)
March 15 2021 - 4:03PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
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March
11, 2021
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Verb
Technology Company, Inc.
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(Exact
Name of Registrant as Specified in Charter)
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Nevada
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001-38834
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90-1118043
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(State
or Other Jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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782
S. Auto Mall Drive,
American
Fork, Utah
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84003
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
Telephone Number, Including Area Code:
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(855)
250-2300
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(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, par value $0.0001
Common
Stock Purchase Warrants
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VERB
VERBW
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The
Nasdaq Stock Market LLC
The
Nasdaq Stock Market LLC
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company
[ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item
1.01. Entry into a Material Definitive Agreement.
Registered
Direct Offering
On
March 11, 2021, Verb Technology Company, Inc., a Nevada corporation (the “Company”), entered into a securities
purchase agreement (the “Purchase Agreement”) which provides for the sale and issuance by the Company of an
aggregate of 9,375,000 shares (the “Shares”) of the Company’s common stock, $0.0001 par value per share (the
“Common Stock”) at an offering price of $1.60 per share for gross proceeds of approximately $15.0 million before
deducting the placement agent’s fees and estimated offering expenses (the “Registered Direct Offering”).
The Company intends to use the net proceeds from the Registered Direct Offering for working capital and general corporate purposes.
The Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing,
and customary indemnification obligations of the Company.
On
the same date, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with
A.G.P./Alliance Global Partners (the “Placement Agent”). Pursuant to the terms of the Placement Agency Agreement,
the Placement Agent agreed to use its reasonable best efforts to arrange for the sale of the Shares in the Registered Direct Offering.
The Company will pay the Placement Agent a cash fee equal to 6.0% of the gross proceeds from the sale of the Shares and to reimburse
the Placement Agent for certain expenses. The Placement Agency Agreement contains customary representations, warranties and agreements
by the Company, customary representations and warranties of the Placement Agent, customary conditions to closing, and customary
indemnification obligations of the Company.
The
Registered Direct Offering is being made pursuant to a Registration Statement (File No. 333-252167) on Form S-3, which was filed
by the Company with the Securities and Exchange Commission on January 15, 2021 and declared effective on January 22, 2021.
The
Placement Agency Agreement and Purchase Agreement are filed as Exhibits 1.1 and 10.1, respectively, to this Current Report on
Form 8-K and are incorporated herein by reference. The descriptions of the terms of the Placement Agency Agreement and Purchase
Agreement set forth above are qualified in their entirety by reference to such exhibits.
Item
8.01. Other Events.
The
Company issued a press release announcing the pricing of the Registered Direct Offering on March 11, 2021. A copy of the press
release is attached hereto as Exhibit 99.1, and is incorporated herein by reference.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date:
March 15, 2021
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Verb
Technology Company, Inc.
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By:
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/s/
Rory J. Cutaia
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Name:
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Rory
J. Cutaia
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Title:
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Chairman,
Chief Executive Officer and President
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