Current Report Filing (8-k)
November 17 2020 - 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):
|
November
16, 2020
|
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
of
Incorporation)
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(Commission
File
Number)
|
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(IRS
Employer
Identification
No.)
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782
S. Auto Mall Drive
American
Fork, Utah
|
|
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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2210
Newport Boulevard, Suite 200
Newport
Beach, California 92663
(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
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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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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 2.02 Results of Operations and Financial Condition.
On
November 16, 2020, Verb Technology Company, Inc. (the “Company’) issued a press release announcing certain results
of operations for the three months ended September 30, 2020. A copy of the press release is furnished (not filed) as Exhibit 99.1
to this Current Report on Form 8-K and is incorporated herein by reference.
The
information furnished in this Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed
“filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to the liabilities of that section. The information in this Item 2.02 of this Current Report on Form 8-K
is not incorporated by reference into any filings of the Company made under the Securities Act of 1933, as amended (the “Securities
Act”), or the Exchange Act, whether made before or after the date of this Current Report on Form 8-K, regardless of any
general incorporation language in the filing unless specifically stated so therein.
Item 7.01 Regulation FD Disclosure.
On
November 16, 2020, the Company’s management hosted a stockholder conference call regarding the filing of the Company’s
Quarterly Report on Form 10-Q for its third fiscal quarter. The full transcript of the conference call is furnished as Exhibit
99.2 hereto. The Company undertakes no obligation to update the information discussed in the conference call in the future, except
as may be required by law.
On
November 9, 2020, the Company issued a press release announcing the stockholder conference call. The press release is furnished
as Exhibit 99.3 hereto.
The
information furnished in this Item 7.01 of this Current Report on Form 8-K and Exhibits 99.2 and 99.3 attached hereto shall not
be deemed “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that
section. The information in this Item 7.01 of this Current Report on Form 8-K is not incorporated by reference into any filings
of the Company made under the Securities Act or the Exchange Act, whether made before or after the date of this Current Report
on Form 8-K, regardless of any general incorporation language in the filing unless specifically stated so therein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
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:
November 17, 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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