VERB Technology Company, Inc. (NASDAQ: VERB)
(“VERB
”), a leader in business-focused interactive
video, and the pioneer of Augmented Sales Intelligence software,
announces that it has completed its previously announced
acquisition of Sound Concepts (the “Closing”), the leading provider
of sales and marketing tools and digital technology solutions in
the direct sales and affiliate marketing sector. On the terms and
subject to the conditions set forth in the Merger Agreement, at
Closing (the “Effective Time”), each share of Sound Concepts’
capital stock issued and outstanding immediately prior to the
Effective Time (the “Sound Concepts Capital Stock”) was cancelled
and converted into the right to receive a proportionate share of
$25,000,000 of value payable to the Sound Concepts Shareholders
through the combination of a cash payment and the issuance of VERB
stock.
The cash payment consisted of an aggregate of $15,000,000 (the
“Acquisition Cash Payment”), which was paid using a portion of the
net proceeds VERB received as a result of its recent public
offering (the “Public Offering”) of units that closed on April 9,
2019, which closing was announced on April 12, 2019.
$4,000,000 of the Acquisition Cash Payment was immediately
utilized by the Sound Concepts Shareholders to purchase an
aggregate of $4,000,000 of units in the VERB Public Offering at the
same price, and upon the same terms and conditions as all other
investors who purchased units in the VERB Public Offering. As a
result, VERB’s net cash outlay in connection with the Sound
Concepts acquisition was approximately $11,000,000. In addition,
the Sound Concepts Shareholders were issued an aggregate of
3,194,888 restricted shares of VERB Common Stock, with a fair
market value of $10,000,000.
Following the closing, and continuing beyond the
integration into VERB, the Sound Concepts leadership team will
remain in their respective current positions under long-term
employment agreements and retain their offices and existing team of
approximately 90 people in American Fork, Utah. The combined VERB
and Sound Concepts dev teams have already completed the integration
of the VERB technology into Sound Concepts’ Brightools platform,
the combined marketing teams have publicly launched the new
platform, and the combined sales teams have already signed, and are
continuing to sign new enterprise users of the newly combined
platform.
“The VERB technology and the combined experience
of the VERB executive team and board members, coupled with VERB’s
successful public offering and listing on NASDAQ, adds enormous
resources that will translate into immediate and long-term value
for our current and prospective customers,” stated McKinley Oswald,
Sound Concepts President. “From an operations standpoint, the VERB
team is already having a positive impact on our business, helping
us better serve our clients,” stated Colby Allen, Sound Concepts
SVP of Operations.
“The combination of our application and the VERB
interactive tagg video technology has resulted in a unique and
effective product that is unmatched in the industry,” stated Brycen
Rhinehart, Sound Concepts SVP of Digital.
“I believe any successful growth strategy must
include growth by acquisition, as well as growth organically,”
stated Rory J. Cutaia, CEO. “With Sound Concepts, not only did we
acquire a growing, profitable business, highly accretive and
complementary to our own, but we acquired an extremely talented
leadership team whom I’m proud to call my partners, and together
with their dedicated staff, we will create long-term, sustainable
value for our stockholders.”
About VERB Technology Company, Inc.
VERB Technology Company, Inc. is rapidly
emerging as the market leader in interactive video data collection
and analysis applications. VERB provides customer relationship
management (“CRM”), lead generation, and video marketing software
applications under the brand name TAGG. The Company’s proprietary
and patent-pending technology produces real-time, measurable
results with customers reporting greater than 600% increases in
conversion rates. The Company’s software-as-a-service (SaaS)
products are cloud-based, accessible on all mobile and desktop
devices, and are available by subscription for individual and
enterprise users. The Company’s technology is integrated into
popular ERP, CRM, and marketing platforms, including Oracle
NetSuite, Adobe Marketo, and integrations into Salesforce.com,
Odoo, and Microsoft, among others are underway. The Company’s
newest applications include TaggCRM, the premier mobile app for
entrepreneurs; TaggMED, for the healthcare industry; TaggEDU, for
the education industry; and TaggNGO, for non-profit organizations.
To create and tagg your own videos that you can share and post to
social, try TaggLITE, available for FREE on our website.
For more information, please visit: www.myverb.com
Cautionary Note on Forward-Looking
Statements
This press release may contain “forward-looking” information
within the meaning of the Private Securities Litigation Reform Act
of 1995. In accordance with the safe harbor provisions of this Act,
statements contained herein that look forward in time that include
everything other than historical information, involve risks and
uncertainties that may affect the Company’s actual results. There
can be no assurance that such statements will prove to be accurate
and there are a number of important factors that could cause actual
results to differ materially from those expressed in any
forward-looking statements made by the Company, including, but not
limited to, plans and objectives of management for future
operations or products, the market acceptance or future success of
our products, and our future financial performance. The Company
cautions that these forward-looking statements are further
qualified by other factors including, but not limited to, those set
forth in the Company’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2018, and other filings with the U. S.
Securities and Exchange Commission (available at www.sec.gov). The
Company undertakes no obligation to publicly update or revise any
statements in this release, whether as a result of new information,
future events, or otherwise.
Contact Please address media inquiries to:
info@myverb.com855.250.2300, extension 7
Please address investor inquiries to: investors@myverb.com
855.250.2300, extension 2
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