Current Report Filing (8-k)
January 26 2023 - 5:01PM
Edgar (US Regulatory)
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2023-01-24
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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): |
|
January
24, 2023 |
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.) |
3401
North Thanksgiving Way, Suite 240
Lehi,
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 Agreement |
On
January 24, 2023, Verb Technology Company, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting
Agreement”) with Aegis Capital Corp. (“Aegis”) as underwriter ( the “Underwriter”), relating to the offering,
issuance and sale of up to 36,051,000 shares of the Company’s common stock, $0.0001 par value per share, at a public offering price
of $0.20 per share.
The
offering closed on January 26, 2023. The Company’s common stock is listed on the Nasdaq Stock Market. The net proceeds to
the Company for the offering was approximately $6.6 million, after deducting the underwriting discounts and commissions and estimated
offering expenses.
The
offering of the securities described above was made pursuant to the Company’s effective shelf registration statement on
Form S-3 (Registration No. 333-264038), filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2022,
which was declared effective on April 14, 2022, and the base prospectus included therein, as supplemented by the preliminary prospectus
filed with the SEC on January 24, 2023.
Aegis acted
as sole underwriter for the offering. The underwriting commission was 6% of the gross proceeds of the offering. We reimbursed
Aegis for certain of its expenses, in an amount of up to $75,000, including legal fees.
The
Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing,
indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended,
other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting
Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such
agreement and may be subject to limitations agreed upon by the contracting parties.
Subject
to certain exceptions, the Company and its executive officers and directors have agreed not to sell or transfer any common stock or securities
convertible into or exchangeable or exercisable for common stock, for 60 days after the offering, without first obtaining the written
consent of Aegis.
A
copy of the form of Underwriting Agreement is filed as Exhibit 1.1. The foregoing description of the terms of the Underwriting Agreement
is qualified in its entirety by reference to such exhibit. A copy of the opinion of Sichenzia Ross Ference LLP relating to the legality
of the issuance and sale of the common stock in the offering are attached as Exhibit 5.1.
On
January 24, 2023, the Company issued a press release announcing the offering. A copy of the press release is attached as Exhibit 99.1.
Item
9.01. |
Financial
Statement 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:
January 26, 2023 |
Verb
Technology Company, Inc. |
|
|
|
By: |
/s/
Rory J. Cutaia |
|
Name: |
Rory
J. Cutaia |
|
Title: |
President
and Chief Executive Officer |
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