Current Report Filing (8-k)
April 18 2023 - 5:29PM
Edgar (US Regulatory)
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2023-04-17
2023-04-17
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2023-04-17
2023-04-17
0001566610
VERB:CommonStockPurchaseWarrantsMember
2023-04-17
2023-04-17
iso4217:USD
xbrli:shares
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
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
3.03. Material Modification of Rights to Security Holders.
To
the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this report is incorporated herein by reference.
Item
5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As
set forth in Form 8-K dated April 14, 2023, Verb Technology Company, Inc. (the “Company”) held a Special Meeting at which
stockholders voted to authorize the Company’s 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) and to amend the Company’s articles of incorporation to increase the number of authorized common stock from 200,000,000
to 400,000,000 shares. On April 17, 2023, the Company filed a Certificate of Amendment of Articles of Incorporation (the “Certificate
of Amendment”) effecting a reverse stock split with a ratio of 1-for-40 (the “Reverse Split”) and reflecting an increase
in the Company’s authorized shares of common stock from 200,000,000 to 400,000,000. As a result of the Reverse Split, every 40
shares of the Company’s issued and outstanding common stock shall have automatically converted into one share of common stock,
without any change in the par value per share and will begin trading on a post-split basis under the Company’s existing trading
symbol, “VERB,” when the market opens on April 19, 2023.
A
total of approximately 3,840,254 shares of common stock were issued and outstanding immediately after the Reverse Split. No fractional
shares will be outstanding following the Reverse Split. Any holder who would have received a fractional share of common stock will automatically
be entitled to receive an additional fraction of a share of common stock to round up to the next whole share.
In
addition, effective as of the same time as the Reverse Split, proportionate adjustments were made to all then-outstanding options and
warrants with respect to the number of shares of common stock subject to such options or warrants and the exercise price thereof.
The
new CUSIP number for common stock following the Reverse Split is 92337U 203. For more information about the Reverse Split, see the Company’s
definitive proxy statement filed with the Securities and Exchange Commission on February 28, 2023 the (“Proxy Statement”).
The
text of the Certificate of Amendment is filed as Exhibit 3.1 and incorporated herein by reference.
Item
7.01. Regulation FD Disclosure.
On
April 18, 2023, the Company issued a press release announcing the Reverse Split, the text of which is furnished as Exhibit 99.1 and incorporated
by reference herein.
The
information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” with the Commission for
the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of
1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
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:
April 18, 2023 |
VERB
TECHNOLOGY COMPANY, INC. |
|
|
|
By: |
/s/
Rory J. Cutaia |
|
Name: |
Rory
J. Cutaia |
|
Title: |
President
and Chief Executive Officer |
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