Prospectus Filed Pursuant to Rule 424(b)(5) (424b5)
January 10 2022 - 5:01PM
Edgar (US Regulatory)
Filed
Pursuant to Rule 424(b)(5)
Registration
No. 333-252167
SUPPLEMENT
NO. 1 TO
PROSPECTUS
SUPPLEMENT DATED NOVEMBER 16, 2021
(To
Prospectus dated January 22, 2021)
VERB
TECHNOLOGY COMPANY, INC.
This Supplement No. 1 to Prospectus Supplement (this “Supplement”)
supplements and amends the Prospectus Supplement dated November 16, 2021 (the “Prospectus Supplement”). This Supplement should
be read in conjunction with the Prospectus Supplement and the Prospectus dated January 22, 2021 (the “Prospectus”). This Supplement
is qualified by reference to the Prospectus Supplement, except to the extent that the information presented herein supersedes the information
contained in the Prospectus Supplement.
On November 16, 2021, we entered into an At-the-Market Issuance Sales Agreement
(the “Sales Agreement”) with Truist Securities, Inc. (the “Sales Agent”) relating to shares of our common stock,
par value $0.0001 per share (“Common Stock”) offered by the Prospectus Supplement and the accompanying Prospectus. In accordance
with the terms of the Sales Agreement, we were initially authorized to offer and sell up to $30,000,000 of our Common Stock from time
to time in transactions that are deemed to be “at-the-market” offerings as defined in Rule 415(a)(4) under the Securities
Act of 1933, as amended, including sales made (i) directly on or through The Nasdaq Capital Market, the trading market for our Common
Stock, or any other trading market in the United States for our Common Stock, (ii) to or through a market maker other than on an exchange,
(iii) directly to the Sales Agent as principal in negotiated transactions, or (iv) through a combination of any such methods of sale (the
“ATM Offering”).
The purpose of this Supplement is to reduce the aggregate offering price
of the shares of our Common Stock that may be sold under the Sales Agreement from $30,000,000 to $7,300,000 (inclusive of the amount already
sold under the Sales Agreement). Except as modified by this Supplement, the terms of the ATM Offering remain unchanged, and the Sales
Agreement remains in full force and effect.
Investing in our Common Stock involves a high degree of risk. Refer to
the section entitled “Risk Factors” beginning on page S-5 of the Prospectus Supplement, as well as in the other filings we
make with the Securities and Exchange Commission from time to time, for a discussion of additional information that should be considered
in connection with an investment in our Common Stock.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation
to the contrary is a criminal offense.
The date of this Supplement No. 1 to Prospectus Supplement is January 9,
2022.
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