Current Report Filing (8-k)
May 04 2020 - 4:06PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
|
|
April
10, 2020
|
Verb
Technology Company, Inc.
|
(Exact
Name of Registrant as Specified in Charter)
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Nevada
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|
001-38834
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90-1118043
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
|
|
(IRS
Employer
Identification
No.)
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2210
Newport Boulevard, Suite 200
Newport
Beach, California
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|
92663
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(Address
of Principal Executive Offices)
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|
(Zip
Code)
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|
|
|
Registrant’s
Telephone Number, Including Area Code:
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(855)
250-2300
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(Former
Name or Former Address, if Changed Since Last Report)
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Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
[ ]
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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
|
|
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 (17 CFR
§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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. [ ]
Section
5 – Corporate Governance and Management
Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
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On
April 10, 2020, the board of directors of Verb Technology Company, Inc., a Nevada corporation (the “Company”), approved
management’s COVID-19 Full Employment and Cash Preservation Plan (the “Plan”), pursuant to which all directors
and senior level management would reduce their cash compensation by 25%, and all other employees and consultants would reduce
their cash compensation by 20% (the “Cash Reduction Amount”) for a period of three months from April 16, 2020 through
July 15, 2020 for one category of plan participants, and April 26, 2020 through July 18, 2020 for the other category of participants.
The Plan was designed to promote the continued growth of the Company and avoid the lay-offs and staff cut-backs experienced by
many companies affected by the COVID-19 economic crisis. The Cash Reduction Amount is to be paid in shares of the Company’s
common stock (the “Shares”) through an allocation of shares from the Company’s 2019 Omnibus Incentive Plan (the
“Omnibus Incentive Plan”) and granted pursuant to stock award agreements entered into effective as of April 10, 2020
(the “Grant Date”) between the Company and each of the Company’s directors, executive officers, employees, and
consultants. The stock award agreements provide that the Shares will vest on July 18, 2020 (the “Vesting Date”) as
long as the recipient remains in continuous service to the Company during the time from the Grant Date through the Vesting Date.
The Shares were valued at $1.198 per share in accordance with the provisions of the Omnibus Incentive Plan, which provides that
the value shall be determined based on the volume weighted average price of the Company’s common stock during a period of
up to the 30-trading days prior to the Grant Date.
The
following table summarizes the total Cash Reduction for the period from April 16, 2020 through July 18, 2020 and the Shares to
be issued for directors and senior executive officers. The value of the Shares to be issued to each director and senior executive
officer is equal to 125% of the Cash Reduction amount for such director and senior executive officer.
Name
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Title
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Total Cash
Reduction
|
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Shares
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Rory J. Cutaia
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Chairman, President, Chief Executive Officer and Secretary
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$
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29,740.00
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31,030
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Jeffrey R. Clayborne
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Chief Financial Officer
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$
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15,625.00
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16,303
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James P. Geiskopf
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Lead Director
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$
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9,375.00
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9,782
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Philip J. Bond
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Director
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$
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4,688.00
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|
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4,891
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Kenneth S. Cragun
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Director
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$
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4,688.00
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|
|
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4,891
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Judith Hammerschmidt
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Director
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$
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4,688.00
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|
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4,891
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Nancy Heinen
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Director
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$
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4,688.00
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4,891
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to
be signed on its behalf by the undersigned hereunto duly authorized.
Date:
May 4, 2020
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Verb
Technology Company, Inc.
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By:
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/s/
Rory J. Cutaia
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Name:
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Rory
J. Cutaia
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Title:
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President
and Chief Executive Officer
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