Amended Current Report Filing (8-k/a)
June 18 2019 - 5:16PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
Amendment
No. 1
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): April 12, 2019
Verb
Technology Company, Inc.
(Exact
name of registrant as specified in its charter)
Nevada
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000-55314
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90-1118043
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
Number)
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344
S. Hauser Boulevard, Suite 414
Los
Angeles, California 90036
(Address
of principal executive office, including zip code)
(855)
250-2300
(Registrant’s
telephone number, including area code)
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
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VERB
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The
Nasdaq Stock Market LLC
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Common
Stock Purchase Warrants
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VERBW
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The
Nasdaq Stock Market LLC
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Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ]
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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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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. [ ]
Explanatory
Note
On
November 8, 2018, Verb Technology Company, Inc., a Nevada corporation (“we” or “our”), filed a Current
Report on Form 8-K (the “November Form 8-K”) in which we disclose that we entered into an Agreement and Plan
of Merger (the “Merger Agreement”), with Sound Concepts, Inc., a Utah corporation now known as Verb Direct,
LLC (“Verb Direct”), NF Merger Sub, Inc., a Utah corporation (“Merger Sub 1”), NF Acquisition
Company, LLC, a Utah limited liability company (“Merger Sub 2”), the then-shareholders of what was then
known as Sound Concepts, Inc. (the “Shareholders”), and the Shareholders’ representative (the
“Shareholder Representative”), pursuant to which we acquired Verb Direct through a two-step merger, consisting
of merging Merger Sub 1 with and into what was then known as Sound Concepts, Inc., with it surviving the
“first step” of the merger as our wholly-owned subsidiary (and the separate corporate existence of Merger Sub 1 then
having ceased) and, immediately thereafter, merging Sound Concepts, Inc. (as of the closing of the first step, then
known as Verb Direct, Inc.) with and into Merger Sub 2, with Merger Sub 2 surviving the “second step” of the Merger,
such that, upon the conclusion of the “second step” of the merger, the separate corporate existence of
Verb Direct, Inc. (Sound Concepts, Inc.) ceased and Merger Sub 2 continued its limited liability company existence
under Utah law as the surviving entity and as our wholly-owned subsidiary, then known as Verb Direct.
On April 17, 2019,
we filed another Current Report on Form 8-K (the “April Form 8-K”) to report the consummation of the transactions
contemplated by the Merger Agreement.
We
are filing this Amendment No. 1 to the April Form 8-K solely for the purpose of amending the April Form 8-K to provide unaudited
consolidated financial statements of the entity then known as Sound Concepts, Inc., as of and for the three months
ended March 31, 2019, and unaudited pro forma condensed combined financial statements as of and for the three months ended
March 31, 2019. Except as otherwise provided herein, this Amendment No. 1 does not amend or restate the November Form 8-K or the
April Form 8-K, nor does it modify or update any of the information disclosed in the November Form 8-K or the April Form
8-K. The information previously reported in the November Form 8-K and the April Form 8-K is hereby incorporated by reference into
this Amendment No 1.
Section
9 – Financial Statements and Exhibits
Item
9.01 Exhibits
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(a)
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Financial
Statements of Business Acquired
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The
unaudited financial statements of the entity then known as Sound Concepts,
Inc., as of and for the three months ended March 31, 2019, and the unaudited notes
related thereto, are attached hereto as Exhibit 99.1 and are incorporated herein by reference.
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The
audited financial statements of the entity then known as Sound Concepts, Inc., for the years ended December 31, 2018 and 2017
are incorporated by reference to Amendment No. 8 to our Registration Statement on Form S-1 (File No. 333 – 226840).
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(b)
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Pro
Forma Financial Information
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The
unaudited pro forma financial information required by this Item as of and for
the three months ended March 31, 2019 is attached hereto as Exhibit 99.2 and is incorporated
herein by reference.
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The
unaudited pro forma financial information for the year ended December 31, 2018 is incorporated
by reference to Amendment No. 8 to our Registration Statement on Form S-1 (File No. 333
– 226840).
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(d)
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Exhibits
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed
on its behalf by the undersigned, thereunto duly authorized.
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Verb
Technology Company, Inc.
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Dated:
June 18, 2019
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By:
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/s/
Rory J. Cutaia
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Rory
J. Cutaia, Chairman and Chief Executive Officer
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