Current Report Filing (8-k)
April 22 2022 - 5:26PM
Edgar (US Regulatory)
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2022-04-20
2022-04-20
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2022-04-20
2022-04-20
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VERB:CommonStockPurchaseWarrantsMember
2022-04-20
2022-04-20
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iso4217:USD
xbrli:shares
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
20, 2022 |
Verb Technology Company, Inc.
(Exact Name of Registrant as Specified in Charter)
Nevada |
|
001-38834 |
|
90-1118043 |
(State
or Other Jurisdiction |
|
(Commission |
|
(IRS
Employer |
of
Incorporation) |
|
File
Number) |
|
Identification
No.) |
782
S. Auto Mall Drive,
American
Fork, Utah |
|
84003 |
(Address
of Principal Executive Offices) |
|
(Zip
Code) |
|
|
|
Registrant’s
Telephone Number, Including Area Code: |
|
(855)
250-2300 |
(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):
|
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock, par value $0.0001
|
|
VERB
|
|
The
Nasdaq Stock Market LLC
|
Common Stock Purchase Warrants |
|
VERBW |
|
The Nasdaq Stock Market LLC |
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
1.01. Entry into a Material Definitive Agreement.
Registered
Direct Offering
On
April 20, 2022, Verb Technology Company, Inc., a Nevada corporation (the “Company”), entered into a securities
purchase agreement (the “Purchase Agreement”), which provides for the sale and issuance by the Company of an
aggregate of (i) 14,666,667 shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”),
at a purchase price of $0.75 per share (the “Shares”), and (ii) warrants to purchase 14,666,667 shares of the
Common Stock at an exercise price of $0.75 per share (the “Warrants” and, together with the Shares, the “Securities”),
for aggregate gross proceeds of $11.0 million before deducting placement agent commissions and other estimated offering expenses (the
“Registered Direct Offering”). The Purchase Agreement contains customary representations, warranties and agreements
by the Company, customary conditions to closing, and customary indemnification obligations of the Company.
On
the same date, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with
A.G.P./Alliance Global Partners (the “Placement Agent”). Pursuant to the terms of the Placement Agency Agreement,
the Placement Agent agreed to use its reasonable best efforts to arrange for the sale of the Securities in the Registered Direct Offering.
The Company will pay the Placement Agent a cash fee equal to 6.0% of the aggregate gross proceeds from the sale of the Securities, subject
to certain exceptions described in the Placement Agency Agreement, and will reimburse the Placement Agent for certain expenses. The Placement
Agency Agreement contains customary representations, warranties and agreements by the Company, customary representations and warranties
of the Placement Agent, customary conditions to closing, and customary indemnification obligations of the Company.
The
Registered Direct Offering is being made pursuant to a Registration Statement on Form S-3 (File No. 333-264038), which was filed by the
Company with the Securities and Exchange Commission on March 31, 2022 and declared effective on April 14, 2022.
The
Placement Agency Agreement and Purchase Agreement are filed as Exhibits 1.1 and 10.1, respectively, to this Current Report on Form 8-K
and are incorporated herein by reference. The descriptions of the terms of the Placement Agency Agreement and Purchase Agreement set
forth above are qualified in their entirety by reference to such exhibits.
Item
8.01. Other Events.
The
Company issued a press release announcing the pricing of the Registered Direct Offering on April 21, 2022. A copy of the press release
is attached hereto as Exhibit 99.1, and is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
SIGNATURE
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:
April 22, 2022 |
Verb
Technology Company, Inc. |
|
|
|
By: |
/s/
Rory J. Cutaia |
|
Name: |
Rory
J. Cutaia |
|
Title: |
Chairman,
Chief Executive Officer, President and Secretary |
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