Verb Technology Company, Inc. (Nasdaq:
VERB) ("VERB" or the "Company"), the leader in interactive
video-based sales-enablement applications, including MARKET.live,
its livestream social shopping platform, today announced that its
Board of Directors authorized the stockholder approved 1-for-40
reverse stock split of its common stock shares and that the common
stock shares will begin trading on a split-adjusted basis at the
commencement of trading April 19, 2023. The Company’s shares will
continue to trade on the Nasdaq Capital Market under the same
symbol "VERB" with a new CUSIP number, 92337U203.
As set forth in the current report on Form 8-K filed with the
Securities and Exchange Commission (the “SEC”), on April 14, 2023,
the Company, held a special meeting of stockholders (the “Special
Meeting”) to vote on four Proposals, including Proposal number 2
which was to authorize the board of directors to effect a reverse
stock split of the outstanding shares of common stock within one
(1) year of April 10, 2023, at a specific ratio within a range of
one-for-five (1-for-5) to a maximum of a one-for-forty
(1-for-40).
Present virtually at the Special Meeting, or represented by
valid proxy and entitled to vote as of the record date for the
Special Meeting, were a total of 77,367,918 shares of the Company’s
common stock, out of a total of 153,610,152 shares of common stock
issued and outstanding and entitled to vote, and the one share of
the Company’s Series B Preferred Stock (the “Preferred Stock”) that
was issued and outstanding. With respect to the vote authorizing
the reverse split, the Preferred Stock could only cast votes in the
same exact proportion as the common stockholders voted their shares
at the Special Meeting, both For and Against. Accordingly, the
votes of the Preferred Stock could not change the outcome of the
vote of the common stockholders, only amplify it.
The stockholders voted overwhelmingly in favor of authorizing
the Company’s board of directors to institute a reverse stock
split, as set forth in greater specificity in the Company’s April
14, 2023 Form 8-K.
Following the vote of stockholders at the Company's Special
Meeting, the Board of Directors approved a 1-for-40 reverse stock
split of the Company's issued and outstanding shares of common
stock, par value $0.0001 per share. Every 40 shares of the
Company's issued and outstanding common stock will automatically
convert into one share of common stock without any change to the
par value of $0.0001 per share. The amount of common stock
outstanding will be reduced from approximately 153.6 million shares
to approximately 3.8 million shares. Proportional adjustments will
be made to the number of shares of common stock issuable upon
exercise of the Company’s outstanding stock options and warrants,
as well as the applicable exercise price.
The Company expects that the stockholder approved reverse stock
split will increase the market price per share of the Company's
common stock, bringing the Company into compliance with The Nasdaq
Capital Market's $1.00 minimum bid price listing requirement.
“I am hopeful that our stockholders’ decision with regard to the
reverse split serves not only to allow the Company to regain
compliance with Nasdaq’s listing requirements, but also as another
tool in our arsenal as we combat the apparent naked short selling
of our shares that may have artificially depressed our share price
leading to this action we have taken today,” states VERB’s CEO,
Rory J. Cutaia. “We intend to provide an update to all stockholders
this week on the actions we have recently taken following the
extensive, month’s long compilation and analysis of the evidence
produced by our experts.”
Registered stockholders holding pre-split shares of the
Company's common stock are not required to take any action to
receive post-split shares. Stockholders owning shares via a broker,
bank, trust or other nominee will have their positions
automatically adjusted to reflect the reverse stock split, and will
not be required to take any action in connection with the reverse
stock split.
No fractional shares will be issued in connection with the
reverse stock split. Any fractional shares created as a result of
the reverse stock split will be rounded up to the nearest whole
share for each stockholder. The reverse stock split impacts all
holders of VERB’s common stock proportionally and will not impact
stockholders' percentage of ownership of common stock (except as to
rounding-up changes).
Additional information regarding the reverse stock split is
available on the Form 8-K filed April 14, 2023, as well as in the
Company's definitive proxy statement (Form DEF 14A) filed with the
SEC on February 28, 2023. Any additional questions can be directed
to the Company's transfer agent, VStock Transfer, at (212) 826-8436
or www.vstocktransfer.com.
About VERBVerb Technology
Company, Inc. (Nasdaq: VERB), the market leader in interactive
video-based sales applications, transforms how businesses attract
and engage customers. The Company’s MARKET.live platform is a
multi-vendor, presenter, livestream social shopping destination at
the forefront of the convergence of ecommerce and entertainment,
where hundreds of retailers, brands, creators and influencers can
monetize their base of fans and followers across social media
channels. The Company’s Software-as-a-Service, or SaaS, platform is
based on its proprietary interactive video technology, is comprised
of a suite of sales enablement business software products offered
on a subscription basis. Its software applications are used by
hundreds of thousands of people in over 100 countries and in more
than 48 languages. VERB’s clients include large sales-based
enterprises as well as small business sales teams, including the
sales and marketing departments of professional sports teams. With
approximately 75 full-time employees, the Company is headquartered
in Lehi, Utah, and it also maintains offices in Newport Beach,
California.
For more information, please visit:
www.verb.tech.
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FORWARD-LOOKING STATEMENTS
This communication contains “forward-looking
statements” as that term is defined in the Private Securities
Litigation Reform Act of 1995. Forward-looking statements involve
risks and uncertainties and include, without limitation, any
statement that may predict, forecast, indicate or imply future
results, performance or achievements, and may contain words such as
“anticipate,” “expect,” “project,” “plan,” or words or phrases with
similar meaning. Forward-looking statements contained in this press
release relate to, among other things, the Company's projected
financial performance and operating results, including SaaS
Recurring Revenue, as well as statements regarding the Company's
progress towards achieving its strategic objectives, including the
successful integration and future performance of acquisitions.
Forward-looking statements are based on current expectations,
forecasts and assumptions that involve risks and uncertainties,
including, but not limited to the COVID-19 pandemic and related
public health measures on our business, customers, markets and the
worldwide economy; our plans to attract new customers, retain
existing customers and increase our annual revenue; the development
and delivery of new products; our plans and expectations regarding
software-as-a-service offerings; our ability to execute on,
integrate, and realize the benefits of any acquisitions;
fluctuations in our quarterly results of operations and other
operating measures; increasing competition; general economic,
market and business conditions. If any of these risks or
uncertainties materialize, or if any of our assumptions prove
incorrect, our actual results could differ materially from the
results expressed or implied by these forward-looking statements.
Investors are referred to our filings with the Securities and
Exchange Commission, including our Annual Reports on Form 10-K and
Quarterly Reports on Form 10-Q, for additional information
regarding the risks and uncertainties that may cause actual results
to differ materially from those expressed in any forward-looking
statement. All forward-looking statements in this press release are
based on information available to us as of the date hereof, and we
do not assume any obligation to update the forward-looking
statements provided to reflect events that occur or circumstances
that exist after the date on which they were made, except as
required by law.
Investor Relations
Contact:investors@verb.techMedia
Contact:info@verb.tech
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