Current Report Filing (8-k)
February 24 2023 - 4:08PM
Edgar (US Regulatory)
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2023-02-17
2023-02-17
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2023-02-17
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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): |
|
February
17, 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 Definitive Agreement
On
February 17, 2023, Verb Technology Company, Inc. (the “Company”) entered into a Subscription and Investment Representation
Agreement (the “Subscription Agreement”) with Rory J. Cutaia, its Chief Executive Officer, who is an accredited investor
(the “Purchaser”), pursuant to which the Company agreed to issue and sell one (1) share of the Company’s Series B Preferred
Stock, par value $0.0001 per share (the “Preferred Stock”), to the Purchaser for $5,000.00 in cash. The sale closed on February
17, 2023. The Subscription Agreement contains customary representations and warranties and certain indemnification rights and obligations
of the parties.
The
foregoing summary of the Subscription Agreement does not purport to be complete and is subject to, and qualified in its entirety by,
such document, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities
The
disclosure required by this Item is included in Item 1.01 of this Current Report on Form 8-K and is incorporated herein by reference.
Based in part upon the representations of the Purchaser in the Subscription Agreement, the offering and sale of the Preferred Stock was
exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.
Item
3.03 Material Modifications to Rights of Security Holders
The
disclosure required by this Item is included in Item 5.03 of this Current Report on Form 8-K and is incorporated herein by reference.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On
February 17, 2023, the Company filed a certificate of designation (the “Certificate of Designation”) with the Secretary of
State of Nevada, effective as of the time of filing, designating the rights, preferences, privileges and restrictions of the share of
Preferred Stock. The Certificate of Designation provides that the share of Preferred Stock will have 700,000,000 votes and will vote
together with the outstanding shares of the Company’s common stock as a single class exclusively with respect to any proposal to
amend the Company’s Articles of Incorporation to effect a reverse stock split of the Company’s common stock and to increase
the number of authorized shares of common stock of the Company. The Preferred Stock will be voted, without action by the holder, on any
such proposal in the same proportion, and in the same manner, as shares of common stock are voted by the common shareholders and in no
other manner. The Preferred Stock otherwise has no voting rights except as otherwise required by the Nevada Revised Statutes.
The
Preferred Stock is not convertible into, or exchangeable for, shares of any other class or series of stock or other securities of the
Company. The Preferred Stock has no rights with respect to any distribution of assets of the Company, including upon a liquidation, bankruptcy,
reorganization, merger, acquisition, sale, dissolution or winding up of the Company, whether voluntarily or involuntarily. The holder
of the Preferred Stock will not be entitled to receive dividends of any kind.
The
outstanding share of Preferred Stock shall be redeemed in whole, but not in part, at any time (i) if such redemption is ordered by the
Board of Directors in its sole discretion or (ii) automatically upon the effectiveness of the amendment to the Certificate of Incorporation
implementing a reverse stock split. Upon such redemption, the holder of the Preferred Stock will receive consideration of $5,000.00 in
cash.
The
foregoing summary of the Certificate of Designation does not purport to be complete and is subject to, and qualified in its entirety
by, such document, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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:
February 24, 2023 |
VERB
TECHNOLOGY COMPANY, INC. |
|
|
|
By: |
/s/
Rory J. Cutaia |
|
Name: |
Rory
J. Cutaia |
|
Title: |
President
and Chief Executive Officer |
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